The Programs and the Retreat are owned and operated by PALLADIUM PRIVATE PTY LIMITED ACN 165 649 463 (“Palladium”). Your access to and use of the Programs and/or Retreat is subject to these Terms & Conditions. Completion of an Admission Form indicates your acceptance of these Terms & Conditions. Please read them carefully before returning your Admission Form.
a) Admission Form means the admission form and questionnaire and any ancillary documents to be completed by the Client during the process of making a Booking;
b) Booking, in respect of a Client, means a booking to use or participate in a Program and/or attend at the Retreat;
c) Business means the business operated by Palladium and includes the Site, Programs, Retreat and Intellectual Property;
d) Confidential Information means any information, whether recorded in writing or otherwise, in respect of the Programs, the Retreat, the Intellectual Property and these Terms & Conditions and, where the circumstances require, other clients and guests;
e) Client means the person or entity that uses or participates in the Site and/or a Program and/or the Retreat;
f) Client Data means any information and material provided by on or behalf of a Client including without limitation names, contact details, medical information and Program details but excluding any such information or material prepared or developed by Palladium;
g) Fee means the fee payable for the use of or participation in a Program or attendance at the Retreat as specified in the Admission Form completed for a client;
h) Palladium means Palladium Private Pty Limited ACN 165 649 463;
i) Force Majeure means delay or inability to perform caused by war, whether declared or not, insurrections, strikes, lockouts or other industrial disturbance, inability to obtain materials, unavailability of equipment, virus or other widespread health disturbance, fire, storm or other severe action of the elements, accidents, government or statutory restrictions or from other causes whether like or unlike the foregoing which are unavoidable or beyond the reasonable control of either party including any form of technological failure or the actions of third parties but shall not include, for the avoidance of doubt, a lack of funds or the unserviceability of plant and equipment (for any reason);
j) Intellectual Property means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, designs, patents, circuit layouts, software, business and domain names, inventions and other results of intellectual activity related to or connected with the Business throughout the world including without limitation:
i) the educational method known as ‘The Fountainhead Method’;
ii) all names, whether registered or not, related to or connected with the Business including without limitation the names ‘The Fountainhead Method’, ‘Fountainhead’, ‘Fountainhead Retreat’ and ‘Fountainhead Organic Health Retreat’ ‘Palladium Private’;
iii) technical information, including trade secrets, drawings, plans and method descriptions relating to or connected with Business;
iv) all domain names related to or connected with the Business;
v) all material and software related to or connected with the Business including without limitation all engineering results, calculations and tests;
vi) user information or manuals related to or connected with the Business;
vii) licences, certificates and authorisations related to or connected with the Business;
viii) books and records relating to or connected with the Business;
ix) advices relating to or connected with the Business;
x) marketing information relating to or connected with the Business;
xi) the information, names, text materials, graphics, logos, button icons, images, video and audio clips, trade marks (whether registered or not), advertisements, layout, arrangement, graphical user interface, look and feel, and control features of the Business;
k) Policy or Policies means any policies or rules created and imposed by Palladium from time to time;
l) Programs means the programs delivered to clients suffering from mental health conditions and/or seeking personal development and taught and delivered by Palladium, either residentially or non-residentially and its duly authorised representatives and includes the Intellectual Property and Program means one of them;
m) Retreat means the retreat located at 67 McCarthy Rd Maleny, Queensland, Australia; or any other location as decided by Palladium.
n) Site means the website located at the domain “www.fountainhead.com.au”. “www.palladiumprivate.com”
In these Terms & Conditions, unless inconsistent with the context or subject matter:
a) a reference to a person includes any other legal entity;
b) a reference to a legal entity includes a person;
c) words importing the singular number include the plural number;
d) words importing the plural number include the singular number;
e) the masculine gender must be read as also importing the feminine or neuter gender;
f) a reference to a party includes the party’s heirs, executors, successors and permitted assigns;
g) headings are for reference purposes only and must not be used in interpretation;
h) where any word or phrase is given a defined meaning any other part of speech or other grammatical form concerning the word or phrase has a corresponding meaning;
i) a reference to a statute includes all regulations and subordinate legislation and amendments;
j) references to writing include any mode of representing or reproducing words in tangible and permanently visible form, and includes e-mail and fax;
k) a reference to a monetary amount is a reference to an Australian currency amount;
l) an obligation of two or more parties binds them jointly and each of them severally;
m) an obligation incurred in favour of two or more parties is enforceable by them severally;
n) references to time are to local time in Queensland;
o) where time is to be reckoned from a day or event, the day or the day of the event must be excluded;
p) a reference to a business day means any day on which trading banks are open for business in Queensland;
q) if any time period specified in these Terms & Conditions expires on a day which is not a business day, the period shall expire at the end of the next business day;
r) a reference to a month means a calendar month.
(3) ENQUIRIES AND BOOKINGS GENERALLY
3.1 All enquiries and Bookings must be made directly through Palladium.
3.2 The Client must not use an enquiry, admission form, Booking,, the Programs or the Retreat to: (a) do or omit to do anything which is a breach of or inconsistent with these Terms & Conditions and any Policy as well as any applicable laws;
i) impersonate or otherwise misrepresent the Client’s identity or affiliation with any other person or entity;
ii) attempt to gain unauthorised access to the Programs or Retreat through any means;
iii) commit forgery (or attempted forgery), harass any individual, or harm minors in any way;
iv) contravene or breach any applicable state, Commonwealth or international law, convention or regulation.
3.3 The Client acknowledges and agrees that the Client must not: (a) use Programs or Retreat for any purpose other than the purpose for which it was designed and intended;
i) commit or permit any act which may interfere with the use of the Programs or Retreat by any other user;
ii) damage or modify the Programs or Retreat or any part thereof;
iii) copy, republish, sell, distribute, licence or sublicense the Programs or Retreat or any content within the Programs or Retreat or any part thereof; or
iv) modify, alter, adapt, decompile or amend the Programs or Retreat or any content within them or any part thereof in any way.
3.4 Palladium reserves the full and exclusive right to remove any offending or inappropriate material or persons from the Programs or Retreat without notice.
3.5 Without limiting any other clause, the Client will indemnify Palladium against any loss, damage or liability arising from or connected to the unauthorised use of the Programs or Retreat by the Client or any breach by the Client or of any of the matters set out in this clause.
4.1 Our Policies, including all policies and other documents referenced in them, are incorporated by reference and form part of these Terms & Conditions and provide additional terms and conditions related to specific services or functions offered by Palladium.
(5) MAKING A BOOKING AND FEE
5.1 The Client must be legally able to form binding contracts to make a Booking. This means the Client must not enquire about or make or attempt to make a Booking or use or participate in a Program or the Retreat if the Client is under 18 years of age (in which case the Booking must be made by the Client’s parent or guardian), lacking in capacity (in which case the Booking must be made by the Client’s power of attorney or guardian), an undischarged bankrupt, or under any type of insolvency, administration or other insolvency event.
5.2 Subject to clause 4.1, a Client may request information about making a Booking or make a Booking by contacting Palladium using the contact details on our website. The Client must not use false or misleading information in enquiring about or making a Booking and the Client must update the Client’s details should they have changed. We are not responsible for any loss or damage (including misdirected deliveries or notifications) which may occur because the Client have not provided us with up to date, accurate or complete information.
5.3 In order to make and confirm a Booking, the Client must:
a) Identify a suitable Program with the assistance of Palladium;
c) Complete an Admission Form (including the questionnaire) and return a copy to Palladium by email or fax;
d) Secure the Program start date by paying the Deposit as specified on the Admission Form;
e) Receive a pre-Program confirmation call from a Palladium staff member.
f) Secure the Program by paying the balance of the Fee associated with the Booking prior to commencement date as set out in the Admission Form;
g) Attend a scheduled ‘meet and greet’ on arrival plus Retreat orientation.
5.4 The Fee will be accurate at the time of enquiring about or making a Booking but may be subject to change without notice between that time and the time that payment is made in which case the Client must pay the changed amount. The Client acknowledges that Palladium may review and increase the Fee, or any part of the Fee, or introduce new fees from time to time without notice.
5.5 Palladium recommends that all Clients obtain insurance to cover issues such as changes in the Fee or amendments to or cancellation of their Booking.
5.6 If the Client wishes to amend their Booking, the Client must notify Palladium. The Client acknowledges that changes to the Program or the Commencement Date may result in a forfeit of part of the Fee or an increase in the Fee.
5.7 If the Client wishes to cancel their Booking, the Client must notify Palladium as soon as possible. Palladium has the following refund policy:
a) In the event the Client has advised Palladium in writing of the cancellation of their Booking prior to the commencement date and the Client has not arrived at the Retreat but Palladium has not already incurred direct costs associated with the Clients Program, for example airfares, transfers etc,. then Palladium will refund 100% of the Fee paid to date;
b) In the event the Client advises Palladium in writing of the cancellation of their Booking prior to the commencement date and the Client has not arrived at the Retreat but Palladium has already incurred direct costs associated with the Clients Program, for example, airfares, transfers etc then Palladium will deduct from the Fee paid by the Client to date the total amount of the direct costs already incurred by Palladium (with such amount to remain the property of Palladium absolutely) and will then refund Client the balance of the Fee;
c) Once a Client has arrived at the Retreat and has completed their orientation for the Program, their Program is deemed to have commenced. Once the program has been commenced and in the event the client exits the retreat and advises in writing that they wish to terminate their program, then the maximum available refund will be calculated as follows:
(i) Total program fee less any direct costs incurred by Palladium including, but not limited to : flights, transfers, detox program, activity, extras. The net program fee is divided into a daily rate. The daily rate is multiplied by the non-utilized program days and a 50% discount is applied to reflect the resources Palladium has incurred to arrange the full program, all program modules and the accommodation for the program duration.
d) If a client exits their residential program on or within 7 days of their residential program completion date, then no refund will be sought or provided.
e) If the Client has booked and pre-paid for a Non-Residential Day Program and decides they wish to cancel their unused portion of the Day Program, then they must do so in writing. Provided written confirmation is received up to 7 days before the start of the next scheduled Day of activities, then Palladium will refund 100% of the balance of the undelivered Day Program. If written confirmation is received within 7 days of the next scheduled Day Program, then Palladium will not refund the singular Day’s value but will refund the future balance of the Day Program.
f) If the Client fails to provide a minimum of 7 days notice that they can not attend the scheduled Day Program, then they will forfeit the Day’s activities. If the Client does provide written confirmation greater than 7 days before the scheduled Day’s activities that they can not attend the Day and require the Day’s activities to be postponed, then Palladium will do so and the Client will not forfeit any of the Day Program’s inclusions.
g) If the Client has booked and pre-paid for Non-Residential Psychologist sessions to be delivered either in person at the Retreat, non-Retreat location or via telecommute; then there is no refund provided under any circumstance.
5.8 If an email address is provided, the Client permits Palladium to send the Client notifications by email of the status of their Booking, a copy of the Client’s invoice and any other marketing or promotional events and offers. We will refrain from sending the Client marketing related materials, including special offers, if the Client tells us the Client does not wish to receive these communications when the Client completes the Client’s registration for an account. We may additionally request that the Client participate in Client feedback from time to time so that we can improve the Programs.
6.1 In this clause the expressions “adjustment note”, “consideration”, “GST”, “input tax credit”, “recipient”, “registered”, “supply”, “supply of a going concern”, “supplier”, “tax invoice” and “taxable supply” have the meanings given to those expressions in the A New Tax System (Goods and Services Tax) Act 1999.
6.2 Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under these Terms & Conditions are inclusive of GST.
6.3 Despite any other provision in these Terms & Conditions, if GST is imposed on any supply made by the supplier under these Terms & Conditions, the recipient shall not be required to pay to the supplier an additional amount equal to the GST payable on the taxable supply.
6.4 If GST is imposed on any supply made by the supplier under these Terms & Conditions or the amount of GST is varied, the supplier will provide the recipient with a tax invoice or adjustment note.
7.1 Palladium does not warrant that:
a) The Programs and Retreat will provide any function for which they are are not specifically designed;
b) The Programs and Retreat will provide any minimum level of performance;
c) The Programs will be virus free or free of performance anomalies or be operational without interruption;
d) The Programs and Retreat will assist or cure any particular Client or issue.
7.2 The Client warrants to Palladium that at the time of making an enquiry or Booking, the Client was not relying on any representation made by Palladium.
7.3 Except as expressly provided to the contrary, and to the extent permitted by law, Palladium makes no representations or warranties of any kind, express or implied as to the operation of the Client’s access to or the results of the Client’s access to any Program or the Retreat or the correctness, accuracy, timeliness, or completeness or reliability of the information, content, materials or products in them.
8.1 The Client acknowledges that:
a) To the extent permitted by law, the Programs and Retreat are provided by Palladium on an “as is” basis without any express or implied warranty of any kind;
b) Palladium may change any of the material in the Programs or Retreat at any time without notice;
c) Palladium engages, employs and/or contracts staff to delivery and/or facilitate our Programs on a case by case basis. Palladium employs AHPRA registered psychologists, counsellors that are contracted to deliver aspects of the Programs;
d) The Client accepts all risks and responsibility for all loss, damage, costs and other consequences resulting from the Client’s use of the Programs or attendance at the Retreat or the material on or accessible through the Programs or Retreat.
(9) LIMITATION OF LIABILITY
9.1 Where the law implies into these Terms & Conditions any term, condition or warranty, and those laws avoid or prohibit provisions in a contract excluding or modifying them, then the term, condition or warranty shall be deemed to be included in these Terms & Conditions provided that the liability of Palladium, its officers, directors, employees, agents and related bodies corporate for a breach of any such term, condition or warranty, including any economic or consequential loss which the Client may sustain shall be limited, at the option of Palladium, to:
a) in the case of services, the supply of the services again, or the payment of having the services resupplied; or
b) in the case of goods, the replacement or repair of the goods, the supply of equivalent goods, or the payment of the costs of replacing or repairing the goods or acquiring equivalent goods.
9.2 The Client releases Palladium and its officers, directors, employees, agents or related bodies corporate from its liability for any loss or damage including without limitation, losses or damages for loss of profits, business interruption, loss of information, indirect, special, punitive or consequential losses or damages arising out of the use or inability to use or reliance on the material or information available on or accessible through the Programs or the Retreat, even if Palladium has been advised of the likelihood of such damages and whether or not caused by any negligent act or omission.
9.3 Without limiting Clause 8.2, the Client releases Palladium from any loss or damage (including indirect, special or consequential loss or damage) arising from the use of, or reliance on, the Business or any part of it, whether or not caused by any negligent act or omission including but not limited to:
a) the Client’s reliance on the Business or any part of it;
b) the statements or actions of any employee or agent of Palladium;
c) any statements or actions of any other client or guest;
d) any information that is sent or received or not sent or received;
e) the Client’s fraudulent, negligent or otherwise unlawful behaviour;
f) information, data or other material provided to Palladium by the Client or on the Client’s behalf;
g) any delay or interruption of the Business or any part of it;
h) any loss or damages in relation to the supply of services on or in relation to Business or any part of it.
10.1 The Client agrees to indemnify and hold harmless Palladium, and its officers, directors, shareholders, employees, consultants, agents, and related bodies corporate from and against all losses, damages, expenses and costs (including solicitor client costs on a full indemnity basis) and all third-party claims, liability, losses, damages, expenses and costs arising from any claim, demand, suit, action or proceeding by any person against any of those indemnified in relation to or in connection with the Client’s use of the Programs or attendance at the Retreat or the Client’s failure to comply with these Terms & Conditions, or any of the Policies or from the Client’s violation of any applicable law.
(11) FORCE MAJEURE
11.1 If either party is rendered unable, wholly or in part, by Force Majeure to carry out or observe any of its obligations under these Terms & Conditions, it shall give to the other party prompt written notice providing full details of the Force Majeure.
11.2 Subject to sub-clause 10.1, the obligations of the parties under these Terms & Conditions, to the extent affected by Force Majeure, will be suspended and no claim by either of the parties against the other party will avail by reason of such Force Majeure provided that the party giving such notice must, to the extent practicable, take all reasonable steps to remove or otherwise recover from the Force Majeure as soon as possible. Such reasonable steps will not require the notifying party to settle any reasons for Force Majeure on unfavourable terms.
(12) OWNERSHIP OF INTELLECTUAL PROPERTY
12.1 The Client acknowledges and agrees that Palladium owns the Intellectual Property and that no right, title or interest in any of the Intellectual Property is transferred or granted to the Client other than the rights granted expressly by these Terms & Conditions.
12.2 The Client must not at any time assert any right to or over such Intellectual Property or take, appropriate, or represent any or all such Intellectual Property as its own.
12.3 The Client undertakes not to take or permit or omit any action which would or might:
i) invalidate or put in dispute Palladium’s title in the Intellectual Property or any part of it;
ii) oppose any application for registration or invalidate any registration of the Intellectual Property or any part of it;
iii) support any application to remove or undo Palladium’s title in the Intellectual Property or any part of it; or
iv) assist, by act or omission, any other person directly or indirectly in any of the above.
12.4 The parties agree that any additional or further or new intellectual property rights created, formulated or discovered during or after the Client’s use of the Programs or attendance at the Retreat will be the sole and exclusive property of Palladium and the Client will promptly sign all documents and do all things necessary to register, vest or transfer any interest or ownership in such additional or further intellectual property rights to Palladium.
13.1 Other than where:
i) the Confidential Information is in the public domain, except as a consequence of a breach of this clause;
ii) expressly agreed by all parties in writing; or
iii) required by law;
the Client must at all times:
iv) treat and keep the Confidential Information confidential;
v) not use, or allow the use, of the Confidential Information by any third party;
vi) not disclose or allow the disclosure, of the Confidential Information or the fact of the disclosure of the Confidential Information to any third party.
13.2 If requested by Palladium, the Client must immediately return all Confidential Information, and any copies of the Confidential Information, to Palladium.
13.3 In the event of a breach or threatened breach of the terms of this clause by the Client, Palladium will, as between the parties, be entitled to an injunction restraining the Client from committing any breach of this clause without showing or proving actual damage sustained or likely to be sustained by Palladium.
13.4 This clause shall not merge on the expiry or earlier termination of the Client’s participation in a Program or attendance at the Retreat.
14.1 Palladium is committed to maintaining the privacy and confidentiality of Client Data and personal information and believes that the responsible use of personal information collected is critical to it’s business objectives and reputation.
i) the Client authorises Palladium to use, store or otherwise process any information including Client Data and personal information which relates to and/or identifies the Client or its consultants, employees, agents, officers and advisers, including, but not limited to, name, email address, postal address, medical professional details and medical records (‘the Personal Information’), to the extent reasonably necessary for the provision of the Program or Retreat by Palladium, its successors (including the purchaser of the whole or part of our business), associates, sub-contractors or other third parties including for gathering statistical and demographic information;
ii) the Client must ensure that all Personal Information provided to Palladium and that all admission details (where applicable) contain the correct name, address, e-mail address and other requested details;
iii) the Client agrees to the processing and disclosure of the Personal Information for the purpose of Palladium providing and administering the Business;
iv) Palladium will not sell, assign, lease or otherwise dispose of any Personal Information to a third party for merely commercial gain.
15.1 The parties acknowledge and agree that in entering into these Terms & Conditions they are doing so as independent contractors and that neither these Terms & Conditions nor the provision of the Programs will create any relationship of employer and employee or partnership or joint venture between Palladium and the Client.
(16) NON EXCLUSIVITY
16.1 Palladium may undertake or enter into agreements similar to these Terms & Conditions with other parties and the Client will not be entitled to make any objection or claim. The Client will not commit or permit any act which may interfere with the dealings between Palladium and any other party under such an agreement.
17.1 Without limiting the generality of any other provision in these Terms & Conditions, Palladium may terminate these Terms & Conditions and/or a Client’s use of or access to the Programs or Retreat immediately if the Client breaches any provision of these Terms & Conditions and seven (7) days has lapsed since the Client was served with a written notice that states how the breach can be remedied and the breach has not been remedied.
17.2 Notwithstanding subclause 16.1, Palladium may, by written notice to the Client, immediately terminate these Terms & Conditions:
a) in the event of the other party’s insolvency, receivership, or bankruptcy, assignment for the benefit of creditors, or where any substantial part of its property is, or becomes, subject to any lien, levy, seizure assignment of sale for or by any creditor to governmental agency without being released or satisfied within ten days; or
b) if the other party ceases or threatens to cease conducting itself in an acceptable manner as determined by Palladium in its absolute discretion.
17.3 In addition to the rights set out above, these Terms & Conditions may be terminated by written agreement of both parties.
17.4 The rights and remedies of each party contained in this clause are in addition to any other rights and remedies by law or under these Terms & Conditions.
(18) EFFECT OF EXPIRY OR TERMINATION
18.1 On termination:
i) all Fee payments remain the property of Palladium and the Client may make no claim in respect of such payments;
ii) Palladium will cease to provide access to and use of the Programs or Retreat (as the case may be); and
iii) the Client shall have no further rights to use the Programs or Retreat (as the case may be).
18.2 Any rights which may have accrued to either party shall be unaffected.
18.3 All rights contained in these Terms & Conditions which are capable of doing so shall survive the expiration or termination of these Terms & Conditions.
(19) FUTURE USE OF PROGRAMS
19.1 In this clause “engage in” means to participate, assist or otherwise be directly or indirectly involved as a member, shareholder, unitholder, director, consultant, advisor, contractor, principal, agent, manager, employee, beneficiary, partner, associate, trustee or financier.
19.2 Unless the prior written consent of Palladium is obtained, and in order to protect the legitimate business interests of Palladium, the Client must not:
a) Duplicate or reteach the Programs or the Intellectual Property or any material part of it;
b) Develop any intellectual property similar to or the same as the Programs or the Intellectual Property or any material part of it;
c) Engage in any business or activity which is the same as or similar to or otherwise involves the Programs or the Intellectual Property or any material part of it;
19.3 The Client agrees that the prohibitions and restrictions set out in this clause are reasonable in the circumstances and necessary to protect the rights of Palladium.
(20) GENERAL PROVISIONS
20.1 Palladium may from time to time amend, update, or change the Programs or the Palladium, including these Terms & Conditions and any Policies, without prior notice.
20.2 These Terms & Conditions together with the Client’s Admission Form and our Policies constitute the entire agreement between the Client and Palladium with respect to the Program and the Retreat and the Client’s Booking, and shall replace all prior or contemporaneous understandings or agreements, written or oral, regarding the Program or Retreat or Booking.
20.3 No oral explanation or information provided by a party to another affects the meaning or interpretation of these Terms & Conditions or constitutes any collateral agreement, warranty or understanding.
20.4 If any provision of these Terms & Conditions is found to be invalid or unenforceable, that provision shall be enforced to the maximum extent possible and will be deemed deleted to the extent that it is not enforceable, and the remaining provisions of the Terms & Conditions shall remain in full force and effect.
20.5 The failure by Palladium to insist upon or enforce strict performance of any of these Terms & Conditions will not be construed as a waiver of any right or remedy of Palladium in respect of any existing or subsequent breach of these Terms & Conditions.
20.6 No waiver by a party of a provision of these Terms & Conditions is binding unless made in writing.
20.7 The law of Queensland, Australia govern these Terms & Conditions. The Client hereby consent and submit to the non-exclusive jurisdiction and venue of the Courts of the State of Queensland and the Commonwealth of Australia for any cause of action relating to or arising under these Terms & Conditions.
20.8 Where possible, the obligations of the parties under these Terms & Conditions will indefinitely survive the finalisation or discontinuance of the parties dealings.
20.9 These Terms & Conditions shall be for the benefit of and binding upon the parties and their heirs, executors, successors and permitted assigns.
20.10 The parties must execute and deliver all documents and must do all things as are necessary for the complete performance of their respective obligations under these Terms & Conditions.
20.11 The rights and remedies of a party to these Terms & Conditions are in addition to the rights or remedies conferred on the party at law or in equity.
20.12 The contra proferentem rule and other rules of construction will not apply to disadvantage a party whether that party put the clause forward, was responsible for drafting all or part of it or would otherwise benefit from it.
20.13 Any notice or demand in writing required to be given by Palladium to the Client shall be sufficiently served if served personally or by pre-paid mail to the Client’s address or sent in electronic form by email to the Client’s email address. The Client consents to receipt of notices by electronic means.