Terms & Conditions

Last updated: 18 December 2025

This Agreement is made between Carla Butler trading as Health Tech Network (ABN 55 407 238 971) (the Business, we, us, our) and you, the client engaging our services (the Client, you).

By purchasing, accessing, or participating in any Health Tech Network service—including by clicking "I Agree," completing payment, or accessing any materials or sessions—you confirm that you have read, understood, and agree to be bound by these Terms & Conditions (the Agreement).

1. Scope of Agreement

1.1 These Terms & Conditions govern all services delivered by Health Tech Network, including but not limited to:

• Workshops and programs (including HTN: Essentials)

• Membership and community-based offerings (The Network)

• One-on-one consulting services, business support and technology implementation
  services (via retainers, flex packs, hourly support)

1.2 This Agreement applies regardless of whether services are delivered by Carla Butler directly or by members of the Health Tech Network team, contractors, or subcontractors.

1.3 Specific inclusions, pricing, timeframes, and deliverables will be outlined in proposals, booking pages, invoices, service schedules, or written communications. Those documents form part of this Agreement and should be read together with these terms.

1.4 Any request for services, features, technical work, or support not explicitly listed in your service description will be considered out of scope and may require:

• Written approval from both parties

• Additional fees quoted and agreed in advance

• A separate agreement or formal variation to this Agreement

2. Nature of Services

2.1 Health Tech Network provides business systems consulting, operations support, technology implementation assistance, education, and facilitation services to health and wellness business owners.

2.2 The Business does not guarantee any specific business results, financial outcomes, operational improvements, client acquisition, revenue growth, or personal outcomes.

2.3 The success of any implementation depends on the Client's active participation, decision-making, responsiveness, existing systems, technical environment, and business circumstances.

3. Service Delivery & Team-Based Work

3.1 Services may be delivered by Carla Butler and/or team members with appropriate experience, training, and expertise in business systems, operations, and technology implementation.

3.2 The Business reserves the right to allocate work internally to team members, contractors, or subcontractors to ensure efficient and timely delivery.

3.3 The Client acknowledges that team-based delivery does not reduce the value, quality, or fulfillment of the services, and the Business remains responsible for overall service delivery.

4. Offer Types & Specific Terms

4.1 Workshops & Programs

4.1.1 Workshops and programs are delivered on an educational, facilitative, and implementation-support basis across scheduled sessions.

4.1.2 The Business's obligation is fulfilled by delivering the scheduled sessions and agreed resources, whether live, recorded, or delivered asynchronously via the member portal or other platforms.

4.1.3 Completion of tasks, setup, implementation, or outcomes depends on the Client's participation, preparation, decision-making, technical environment, and timely provision of required information.

4.1.4 Certain technical components may require follow-up work or offline troubleshooting outside live sessions. The Business does not guarantee that all technical setup will be completed during scheduled calls, particularly where issues arise from third-party platforms, existing system configurations, or Client-side technical limitations.

4.1.5 Workshops and programs are delivered to a defined scope as outlined in the service description. The following are examples of items that fall outside the standard scope of workshops and programs (unless expressly included in your service agreement):

• Payment of third-party charges (domain registration, Google Workspace, Stripe fees, etc.)

• Social media account setup or content strategy

• Advanced website design or custom development beyond the template build

• Creation of appointment packages, event systems, or booking automations beyond basic scheduling setup

• Ongoing technical support beyond the program period

• Training on platforms not specified in the program outline

4.1.6 Requests outside the published or agreed scope are not included and may require a separate agreement, additional session time, or additional fees.

4.1.7 If the Client cannot attend a live session, access to recordings (where provided) via the member portal or Google Drive constitutes delivery of that component of the service.

4.2 Membership & Community Programs

4.2.1 Membership programs provide access to community spaces, group sessions, shared resources, and general support as outlined on the membership sales page or service description.

4.2.2 Membership does not automatically include one-on-one access, personalized implementation work, direct access to Carla Butler, or troubleshooting of individual technical issues unless expressly stated in writing.

4.2.3 The Business may update, replace, reschedule, or modify membership content, session formats, delivery methods, facilitators, platforms (including Slack, HealthTech.Systems, Google tools), or session frequency with reasonable notice to ensure quality and relevance.

4.2.4 Material reductions to membership benefits will be communicated at least 60 days in advance. If such changes substantially alter the core value of the membership, members may cancel within 14 days of notification and will receive a pro-rata refund for any unused, pre-paid months.

4.2.5 Continued access to the membership following updates or changes constitutes acceptance of those changes.

4.2.6 The Client agrees to engage respectfully and constructively within community spaces. The Business reserves the right to remove any member for behavior that violates the Community Guidelines (provided separately), including but not limited to harassment, bullying, abusive behavior, or breach of confidentiality. Members will receive one written warning for minor breaches. Serious or repeated breaches may result in immediate removal without refund.

4.2.7 New memberships require an initial 3-month commitment. After the initial period, membership continues on a month-to-month basis.

4.2.8 Members may cancel at any time after the initial commitment period by providing 14 days' written notice via email. Access will continue until the end of the current billing period. No pro-rata refunds are provided for partial months.

4.3 One-on-One Services (Retainers, Flex Packs, Hourly or Fixed Fee)

4.3.1 One-on-one services are provided on a time-based or outcome basis and are intended for focused implementation support, strategic advice, or technical assistance.

4.3.2 The Client is responsible for requesting, scheduling, prioritizing, and approving work within the applicable service period.

4.3.3 Flex packs expire 8 weeks from the date of purchase. Unused hours at expiry are forfeited and will not be refunded, credited, or rolled over. This applies regardless of workload, holidays, illness, competing priorities, or failure to schedule sessions.

4.3.4 The Business may, at its sole and absolute discretion, grant extensions in exceptional circumstances such as serious illness or emergency, provided the Client provides written notice and supporting documentation before the expiry date.

4.3.5 Requests outside the agreed scope of work may require additional time, incur additional fees, or require a revised service agreement.

4.3.6 The Business will nominate primary communication channels (ie HealthTech.Systems, email, project management software). Requests made outside these agreed channels may not be actioned or may experience delays.

4.3.7 Response Times:

• Standard response time: 3 business days

• Retainer clients: 1-2 business days

• Response times are not guaranteed and may vary during periods of high demand, public holidays, or scheduled leave.

4.3.8 The Business does not provide emergency support, on-call availability, or after-hours assistance unless expressly agreed in writing.

5. Client Responsibilities

5.1 The Client agrees to provide timely access to information, systems, login credentials, approvals, feedback, and any other materials reasonably required for service delivery. "Timely" means within 3-5 business days of request unless a specific deadline is communicated.

5.2 Delays caused by the Client's failure to provide required inputs may result in paused work, enforcement of package expiry timeframes, delayed project completion, or additional fees.

5.3 If the Client fails to respond to two written reminders requesting required information or inputs within 14 days of the second reminder, the Business may:

• Pause services until the required inputs are received

• Enforce package expiry dates as originally scheduled

• Treat work completed to date as fulfillment of its obligations under this Agreement

• Close the project or service period

5.4 The Client acknowledges that timely communication and decision-making are essential to successful service delivery and agrees to prioritize responsiveness during active service periods.

6. Fees, Payment & Expiry

6.1 All fees are in Australian Dollars (AUD) and are exclusive of GST.

6.2 Fees are payable in advance via Stripe, bank transfer, or other agreed payment method unless a payment plan is agreed in writing.

6.3 Payment is due within 7 days of invoice date unless otherwise stated on the invoice.

6.4 Late payments may incur interest at 2% per month (or part thereof) and may result in suspension of services until payment is received.

6.5 Any payment processing fees, transaction fees, or bank charges will be passed on to the Client.

6.6 Prepaid packages, flex packs, and time-based services must be used within the applicable expiry period as stated on the invoice, booking confirmation, or service agreement. Expiry periods are strictly enforced.

6.7 Expiry periods, usage limits, and service terms will be communicated via email, invoice, and/or the client portal. Failure to read or action these communications does not alter or extend these terms.

7. Refund Policy

Nothing in this clause excludes, restricts, or modifies any consumer guarantee, right, or remedy under the Australian Consumer Law or other applicable law that cannot lawfully be excluded.

7.1 Workshops & Programs:

• Full refund if Client cancels 7 or more days before the program start date

• 50% refund if Client cancels between 48 hours and 7 days before the program start date

• No refund if Client cancels within 48 hours of the program start date or after Session 1 commences

7.2 Memberships:

• No refunds for the initial 3-month commitment period

• After the initial period, members may cancel with 14 days' notice; access continues to the end of the billing period

• Pro-rata refunds may be provided if the Business makes material changes to membership benefits and the Client cancels within 14 days of notification (as per clause 4.2.4)

7.3 One-on-One Services (Retainers, Flex Packs, Hourly):

• No refunds for unused hours except where the Business is unable to deliver services for reasons within its control

• Where services cannot be delivered due to Business unavailability, illness, or other Business-side issues, a pro-rata refund or credit will be provided

7.4 General: Refunds will be processed within 14 days of approval and returned via the original payment method where possible.

7.5 Australian Consumer Law: If there is a major failure in the services provided, you are entitled to cancel your contract with us and obtain a refund, or to receive compensation for the loss in value of the services. You are also entitled to be compensated for any other reasonably foreseeable loss or damage resulting from a major failure. If the failure is not major, you are entitled to have the services provided again or receive compensation for the reduction in value.

8. Meetings, Scheduling & Cancellations

8.1 Scheduled meetings, sessions, or calls must be cancelled or rescheduled with at least 24 hours' notice via the agreed scheduling system (HealthTech.Systems) or by email.

8.2 Late cancellations (less than 24 hours' notice) or no-shows will be charged in full as a completed session. For package-based clients, one session or the equivalent hours will be deducted from the package.

8.3 There is no limit on rescheduling provided 24 hours' notice is given.

8.4 The Business reserves the right to reschedule sessions with reasonable notice due to illness, emergency, or unforeseen circumstances.

9. Intellectual Property

9.1 All intellectual property created by the Business prior to or independently of this Agreement—including but not limited to frameworks, methodologies, templates, SOPs, training materials, and resources—remains the sole property of Health Tech Network.

9.2 The Client is granted a non-exclusive, non-transferable, perpetual licence to use Business IP for their own internal business purposes only.

9.3 The Client may modify and adapt provided resources (templates, SOPs, workflows) for use within their own business and may share them with their internal team members.

9.4 The Client may use adapted resources in their own client-facing work.

9.5 The Client must not share, sell, teach, license, sublicense, or distribute unmodified Business IP to third parties without written consent.

9.6 Intellectual property created specifically and exclusively for the Client during one-on-one services (such as bespoke SOPs, workflows, or strategic documents) becomes the Client's property upon delivery of the work.

9.7 The Business retains the right to use de-identified or generalized methodologies, processes, or concepts developed during Client engagements in its own future work.

10. Confidentiality

10.1 Both parties agree to keep confidential any proprietary, business, financial, or personal information disclosed during the course of the engagement and not to disclose it to third parties without prior written consent.

10.2 This obligation does not apply to information that:

• Is or becomes publicly available through no fault of the receiving party

• Is independently developed by the receiving party

• Must be disclosed by law or court order

10.3 Information shared by Clients in group sessions, community forums (Slack, HealthTech.Systems), or membership spaces is the responsibility of the Client. The Business is not liable for privacy breaches, confidentiality violations, or information sharing between members.

11. Privacy & Data Protection

11.1 The Business collects, uses, and stores personal information in accordance with the Privacy Act 1988 (Cth) and applicable Australian privacy laws.

11.2 By engaging our services, you consent to the Business collecting and using your information for:

• Service delivery, communication, and support

• Invoicing, payment processing, and financial administration

• Improvements to services and internal business analysis

• Marketing communications (you may opt out at any time by emailing [insert email])

11.3 Our full Privacy Policy is available at www.healthtechnetwork.com.au/privacy-policy.

11.4 We use third-party service providers including Slack, HealthTech.Systems (Go High Level), Google Workspace, Stripe, and Vimeo to deliver services. By using our services, you acknowledge that your information may be processed by these platforms in accordance with their respective privacy policies.

11.5 Client information shared in group or community settings is the responsibility of the participating members. The Business is not liable for how members use, share, or handle information disclosed by other members.

12. Recording & Content Usage

12.1 Live sessions may be recorded for the purpose of providing access to Clients who cannot attend in real-time or for internal training purposes.

12.2 By participating in any session, you consent to being recorded and grant the Business a non-exclusive, perpetual licence to use recordings for:

• Delivering services to enrolled Clients via the member portal (HealthTech.Systems, Vimeo, Google Drive)

• Internal training and quality improvement purposes

12.3 The Business will not use recordings for public marketing, advertising, or promotional purposes without your express written consent.

12.4 Clients must not record, screenshot, download, or distribute any session content, materials, resources, or community discussions without prior written permission from the Business.

12.5 Unauthorized recording or distribution of Business content may result in immediate termination of services without refund and potential legal action.

13. Technology & Third-Party Platforms

13.1 Services are delivered via third-party platforms including but not limited to Slack, HealthTech.Systems (Go High Level), Google Workspace, Stripe, and Vimeo.

13.2 The Business is not responsible for and accepts no liability for:

• Platform outages, downtime, technical failures, or security breaches

• Loss of access due to the Client's internet connection, device compatibility, software issues, or user error

• Third-party changes to platform terms, pricing, functionality, or availability

• Data loss or corruption caused by third-party platform failures

13.3 If technical issues prevent delivery of a scheduled session or access to materials, the Business will make reasonable efforts to reschedule, provide alternative access, or deliver via an alternative platform.

13.4 The Client is responsible for maintaining compatible devices, reliable internet access, and up-to-date software necessary to access services.

13.5 The Client is responsible for all costs associated with third-party platforms, tools, or services required for their own business (e.g., domain registration, Google Workspace subscriptions, Stripe transaction fees, website hosting). These costs are separate from Health Tech Network fees unless expressly included in a service agreement.

14. Limitation of Liability

Nothing in this clause excludes, restricts, or modifies any consumer guarantee, right, or remedy under the Australian Consumer Law or other applicable law that cannot lawfully be excluded.

14.1 To the maximum extent permitted by law (but subject to the Australian Consumer Law), the Business's liability for any breach of a non-excludable consumer guarantee is limited to, at the Business's option:

• Re-supplying the services; or

• Payment of the cost of having the services supplied again

14.2 This limitation does not apply to liability that cannot lawfully be excluded under the Australian Consumer Law, including liability for:

• Death or personal injury caused by the Business's negligence

• Breaches of consumer guarantees that constitute a "major failure"

• Misleading or deceptive conduct

• Fraudulent conduct

14.3 To the maximum extent permitted by law, the Business is not liable for any indirect, consequential, incidental, special, or punitive damages, including but not limited to:

• Loss of profits, revenue, or business opportunities

• Loss of data or business interruption

• Reputational damage

• Third-party claims

• Losses arising from reliance on advice or recommendations

14.4 Where liability cannot be excluded, the Business's total liability for all claims arising from or related to services provided is limited to the total amount paid by the Client for those specific services.

14.5 The Business maintains professional indemnity insurance with coverage of $10,000,000. Certificate of currency available upon request.

15. Disclaimers & Acknowledgements

15.1 The Business provides no warranties, representations, or guarantees regarding the accuracy, completeness, suitability, or outcomes of services, advice, recommendations, or materials.

15.2 All services, materials, and advice are provided "as is" and "as available" to the fullest extent permitted by law.

15.3 The Client acknowledges and agrees that:

• They remain solely responsible for all business decisions, implementations, and outcomes

• The Business's role is facilitative and educational, not decision-making

• Results depend on factors outside the Business's control, including the Client's effort, market conditions, technical environment, and business circumstances

• No specific financial, operational, or business results are guaranteed

15.4 Any recommendations or referrals to third-party service providers, contractors, platforms, or tools are provided for convenience only and without warranty or liability. The Client is responsible for conducting their own due diligence and enters into agreements with third parties at their own risk.

15.5 The Client should seek independent professional advice (legal, financial, technical, or otherwise) before making significant business decisions.

16. Subcontracting & Non-Solicitation

16.1 The Business may engage subcontractors, team members, or third-party service providers (including offshore resources) at its discretion to deliver services efficiently and effectively.

16.2 The Business remains responsible for overall service quality and delivery standards regardless of who performs the work.

16.3 The Client agrees not to directly or indirectly engage, hire, contract with, or solicit any Health Tech Network team member, contractor, subcontractor, or service provider introduced through these services for a period of 12 months following the completion or termination of services, without:

• Prior written consent from the Business; and

• Payment of a placement fee of $1,000 AUD

16.4 This restriction applies whether the engagement is as an employee, independent contractor, consultant, freelancer, or through any other arrangement, and applies regardless of whether the approach was initiated by the Client or the team member.

16.5 The Client acknowledges that the Business invests significant time and resources in building and training its team, and this clause is necessary to protect those investments.

17. Termination

17.1 Either party may terminate this Agreement or ongoing services (such as retainers or memberships) with 30 days' written notice unless otherwise specified in the service agreement.

17.2 Termination does not affect:

• Fees already paid for services delivered or time periods that have commenced or expired (these remain non-refundable except as required by law)

• Obligations that by their nature should survive termination (including confidentiality, intellectual property, non-solicitation, and limitation of liability clauses)

17.3 The Business may terminate this Agreement immediately and without notice if the Client:

• Breaches any material term of this Agreement

• Fails to make payment when due

• Engages in abusive, threatening, or inappropriate behavior toward the Business or its team members

• Violates Community Guidelines in a serious or repeated manner

17.4 Upon termination, the Client must immediately cease use of any Business IP not covered by the perpetual licence granted in clause 9.2, and must return or destroy any confidential materials.

18. Independent Contractor Relationship

18.1 Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

18.2 Each party is an independent contractor responsible for its own taxes, insurance, and regulatory compliance.

18.3 Neither party has authority to bind the other or make representations on behalf of the other without express written authorization.

19. Force Majeure

19.1 Neither party is liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control, including but not limited to:

• Natural disasters, pandemics, or public health emergencies

• Acts of government, war, terrorism, or civil unrest

• Internet or telecommunications failures affecting multiple users

• Strikes or labor disputes

• Third-party platform outages or failures

19.2 The affected party must notify the other party as soon as reasonably practicable and make reasonable efforts to resume performance.

19.3 If a force majeure event continues for more than 30 days, either party may terminate the affected services by written notice. In such cases, the Client will receive a pro-rata refund for any prepaid services not yet delivered.

20. Testimonials, Reviews & Case Studies

20.1 The Business may request permission to use Client testimonials, reviews, feedback, or case studies for marketing, promotional, or educational purposes.

20.2 The Client may decline or request anonymization at any time, and any previously granted permission may be withdrawn with reasonable notice.

20.3 The Business will not disclose confidential business information, financial data, or commercially sensitive details in case studies without the Client's express written approval of the specific content.

20.4 By providing a testimonial or participating in a case study, the Client grants the Business a perpetual, non-exclusive licence to use their name, business name, likeness, and provided content in marketing materials unless anonymization is requested.

21. Price Adjustments

21.1 Pricing is locked for the duration of any committed service period (e.g., initial 3-month membership commitment, duration of a prepaid package, or the first 3 months of a retainer agreement).

21.2 For month-to-month memberships or ongoing retainer arrangements after the initial commitment period, the Business reserves the right to increase pricing with 60 days' written notice.

21.3 Pricing for ongoing services may be adjusted annually by the greater of:

• The percentage increase in the Australian Consumer Price Index (CPI) for the preceding 12 months; or

• 5%

21.4 Clients will be notified of any price increase in writing. Continued use of services after the notice period constitutes acceptance of the new pricing.

21.5 Clients may cancel ongoing services (memberships, month-to-month retainers) within 14 days of receiving a price increase notification without penalty. Standard cancellation terms apply (access continues to end of billing period; no pro-rata refunds for partial months).

22. Dispute Resolution

22.1 This Agreement is governed by the laws of the State of Victoria, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Victoria.

22.2 Before commencing any legal proceedings, the parties agree to:

• Notify the other party in writing of the nature of the dispute within 14 days of it arising

• Attempt to resolve the matter through good faith negotiation for a period of 21 days

22.3 If the dispute cannot be resolved through negotiation, the parties agree to engage a mutually agreed mediator before commencing litigation. Mediation costs will be shared equally unless otherwise agreed or ordered.

22.4 Nothing in this clause prevents either party from seeking urgent injunctive or interim relief from a court where necessary to protect their rights or prevent irreparable harm.

22.5 The parties agree that mediation discussions and any settlement negotiations are confidential and conducted on a "without prejudice" basis.

23. Variation of Terms

23.1 The Business may update, modify, or replace these Terms & Conditions from time to time to reflect changes in services, legal requirements, or business practices.

23.2 Material changes will be communicated via email to the Client's registered email address at least 30 days before the changes take effect.

23.3 The updated Terms & Conditions will be published at www.healthtechnetwork.com.au/terms-and-conditions with the updated "Last updated" date and version number.

23.4 For ongoing services (memberships, retainers), Clients may cancel within 14 days of receiving notification of material changes if they do not accept the updated terms. Standard cancellation terms apply.

23.5 Continued use of services after the notification period (or after the effective date for non-material changes) constitutes acceptance of the updated Terms & Conditions.

23.6 One-time services (workshops, programs, flex packs) will be governed by the version of the Terms & Conditions in effect at the time of purchase.

24. General Provisions

24.1 Entire Agreement: This Agreement, together with any written proposals, service schedules, invoices, or Statements of Work signed or agreed by both parties, constitutes the entire agreement between the parties. No verbal statements, prior negotiations, or other communications modify these terms unless confirmed in writing and signed by both parties.

24.2 Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect. The invalid provision will be replaced with a valid provision that most closely reflects the parties' original intent.

24.3 Waiver: No waiver of any provision of this Agreement will be deemed or constitute a waiver of any other provision, nor will any waiver constitute a continuing waiver unless expressly provided in writing.

24.4 Assignment: The Client may not assign, transfer, or subcontract any rights or obligations under this Agreement without the Business's prior written consent. The Business may assign this Agreement to a related entity or successor in the event of a business sale, merger, or restructure.

24.5 Notices: All notices required under this Agreement must be in writing and delivered via email to the address provided by each party during onboarding or as updated in writing. Notices are deemed received on the date sent (if sent before 5pm on a business day) or the next business day (if sent after 5pm or on a weekend/public holiday).

24.6 Interpretation: Headings are for convenience only and do not affect interpretation. Unless the context requires otherwise, words in the singular include the plural and vice versa.

24.7 Survival: Clauses relating to intellectual property, confidentiality, limitation of liability, non-solicitation, dispute resolution, and any other provisions that by their nature should survive termination will continue in effect after this Agreement ends.

25. Acknowledgement & Acceptance

By engaging Health Tech Network services—including by clicking "I Agree," completing payment, accessing materials, attending sessions, or using the member portal—you confirm that you:

• Have read and understood these Terms & Conditions in full

• Agree to be legally bound by all terms and conditions

• Acknowledge that these terms may be updated from time to time as per clause 23

• Have been advised to seek independent legal advice if you have any concerns about these terms

For questions about these Terms & Conditions, please contact:
Email: [email protected]
Website: www.healthtechnetwork.com.au