Commercial Terms of Use
1. Application
This Agreement is between Whole Beings Collective PTY LTD. (Whole Beings®) and the Client. These Terms and Conditions of Trade (‘Terms’) apply to the Holistic Beings™ online commercial membership (‘the Membership’) the Client places with Whole Beings® except where Whole Beings® agrees in writing signed by an authorised officer of Whole Beings® that all or part of these Terms do not apply. These terms prevail over any written terms and conditions of the Client (if any). These Terms do not create an obligation on or a promise by Whole Beings® to supply products and services. The Client’s signature of acknowledgement at the end of these Terms constitutes full acceptance of the Client to the Terms.
2. Interpretation
(a) Nothing in these Terms creates any relationship of employment, agency or partnership between the Client and Whole Beings®.
(b) In these Terms, ‘products and services’ means all products and services created and supplied by Whole Beings®, including but not limited to Whole Beings®’s online database for members, the online commercial membership Holistic Beings™, eBooks, curriculums, Slow & Mindful Practice Boards™, classes, workshops, resources, posters, policy, research and support documents, e-newsletters, branding and stationery by Whole Beings® or a third party supplier.
3. Purchases
(a) Where the Client purchases the Membership, Whole Beings® shall not be deemed to have accepted such a purchase unless it does so in writing or otherwise commences set-up and delivery of the purchase.
(b) Formal acceptance and confirmation of the purchase will include individual and organisation details and addresses, payment requirements, and any additional conditions to the Terms between the parties.
(c) The confirmation of the purchase may be received by email but where a purchase is made by Teachable Whole Beings® will confirm the details of the order in writing.
4. Commercial Membership fee payment terms
(a) Payment for the Membership will be in the form of a Whole Beings® commercial membership subscription cost stipulated by Whole Beings® at the time of purchase.
(b) Payment for the Membership provided by Whole Beings® must be made at the time of purchase.
(c) Payment can be made via Teachable online platform, processed by Stripe.
(d) The Membership will not be delivered to the Client until payment or evidence of payment has been received by Whole Beings®.
(e) Whole Beings® reserves the right to restrict access to the Membership until payment has been cleared.
(f) Members can only display the Whole Beings® Commercial Membership certificate with a valid subscription. Once subscription is cancelled due to non payment or other circumstances, Whole Beings® will contact the service for written agreement that the certificate & all planning documentation has been removed from your service due to Whole Beings® cancellation policy.
5. GST
All amounts quoted by Whole Beings® are GST inclusive unless otherwise stated. The Client will not be liable to pay GST in addition to the amount quoted where a taxable supply is made by Whole Beings®.
6. Access conditions
(a) Access to the Membership will only be made available by Whole Beings® when and for the time that the Client’s membership fees have been paid and are up to date.
(b) Whole Beings® reserves the right to restrict access to the Membership until payment of the membership fee has been cleared.
(c) Members can only display the Whole Beings® Commercial Membership certificate with a valid subscription. Once subscription is cancelled due to non payment or other circumstances, Whole Beings® will contact the service for written agreement that the certificate & all planning documentation has been removed from your service due to Whole Beings® cancellation policy.
(d) Whole Beings® reserves the right to update & change content anytime without formal notification.
(e) Whole Beings® Commercial Membership content will be removed annually rather than monthly. There will be no access to previous years content, so downloading all content is recommended prior to the 31st December each year.
7. Provision of Information
(a) Where requested by Whole Beings®, the Client must provide to Whole Beings®all information required in order to complete registration of the Client with Whole Beings®. Any personal information will be kept, stored and used according to the Privacy Act 1988 (Cth) and Whole Beings® Privacy Policy.
(b) The Client warrants that all information and any other materials provided to Whole Beings® is accurate and up-to-date, and Whole Beings® may rely on this information in carrying out the delivery of the Membership.
8. Ownership of intellectual property
(a) Subject to any additional terms or special conditions provided by Whole Beings® from time to time, during the term of this agreement Whole Beings® grants the Client a non-exclusive, non-transferable, limited licence to access and use the Membership from time to time made available to the Client for the purposes only of the running of and supporting the Client’s organisation, trading under their own company name.
(b) All rights, title and interest (including all copyrights and other Intellectual Property Rights) in the Membership (in both print and online forms) belongs to Whole Beings®, its licensors or its third party suppliers. The Client does not acquire any ownership or copyright nor other intellectual property rights or proprietary interest in the Membership, or copies thereof. The Client acknowledges that it does not have the right or permissions to sub-licence or onsell the Membership to any other party.
(c) To the extent expressly permitted by applicable copyright law and not further limited or prohibited by these Terms or any additional terms or special conditions, you may make copies of Authorised Printouts and distribute Authorised Printouts and copies within the Client’s organisation.
(d) Copyright and ownership of all original and draft literary, dramatic, musical or artistic work, including but not limited to documents, artwork and graphics provided by Whole Beings® remains the property of Whole Beings®, unless otherwise stated or agreed in writing.
(e) If the Client wishes to use any original or draft literary or artistic work then the Client may only do so if they have received permission in writing from Whole Beings® AND they have paid to Whole Beings® the required invoiced amount. These separate literary and artistic work will only be delivered to the Client once full payment has been received by Whole Beings®.
(f) Client agrees that Whole Beings® will contact them for written agreement that the certificate & all planning documentation has been removed from the Clients organisation when subscription is no longer valid.
(g) Client agrees that Membership content in use must be disclosed to all clients attending the service.
(h) There are no provisions or exceptions in the Copyright Act that cover adapting or modifying material. Permission is required from the copyright owner to make an adaptation in writing.
9. Liability
(a) Nothing in these Terms limit, exclude or modify or purports to limit, exclude or modify the statutory consumer guarantees as provided under the Competition and Consumer Act 2010 (Cth), as well as any other implied warranties which are precluded from exclusion or modification and this Clause is only intended to limit Whole Beings® liability where the law allows.
(b) Where permitted by law:
(i) Whole Beings® will not be liable for any loss, injury, claim, liability or damage of any kind resulting in any way from:
i. Any errors in or omissions from the Membership, or any materials available or not included therein;
ii. The unavailability or interruption to the supply of the System or any features thereof or any materials;
iii. The Client’s or member’s use or misuse of the Membership or materials;
iv. The Client’s use of any equipment in connection with the Membership;
v. The content of materials;
vi. Any delay or failure in performance beyond the reasonable control of Whole Beings® (or its affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of Whole Beings® or its affiliates; and each third party supplier of materials and their affiliates and any officer, director, employee, subcontractor, agent, successor, or assign);
vii. Any negligence of Whole Beings® (or its affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of Whole Beings® or its affiliates; and each third party supplier of materials and their affiliates and any officer, director, employee, subcontractor, agent, successor, or assign) within the performance of its obligations under these Terms.
(ii) Whole Beings® (including its related entities, respective officers, employees and agents) excludes all liability (including negligence), for any personal injury or any loss or damage (including loss of opportunity); whether direct, indirect, special or consequential, arising in any way out of the work and without limiting the generality of the foregoing.
(iii) Whole Beings® is not subject to, and the Client releases Whole Beings® from, any liability (including but not limited to consequential loss or damage) because of, inter alia: any delay in delivery or fault or defect in the work; negligent act or omission; improper use of work, operation, storage or handling of work by the Client other than accordance with any written instructions supplied with the work.
(iv) Whole Beings® will not be liable for any loss or damage to the Client or any other party including loss of income.
(v) Whole Beings® liability to the Client for loss or damage of any kind (including loss or damage caused by negligence) is reduced to the extent that the Client caused or contributed to that loss or damage.
10. Dispute Resolution
(a) The Client must notify Whole Beings® of any disputes by email.
(b) In the event of a dispute arising out of these Terms or any contract, both parties must exercise reasonable endeavours to resolve the dispute including by way of mediation where appropriate.
11. Breach or Default Event
(a) If the Client is in breach of any of these Terms, the Client agrees that it will be responsible for all of the expenses incurred by Whole Beings® in enforcing its rights including recovering monies owed.
(b) If a default event occurs Whole Beings® may withhold further provision of products and/or services, and all amounts outstanding to Whole Beings® by the Client, even if not otherwise due for payment, will become immediately payable.
(c) A default event will occur if:
(i) If in the sole opinion of Whole Beings®, there is a material risk that the Client is, or will be, unable to pay amounts owing to Whole Beings® or perform any other obligation under these Terms and Whole Beings® gives notice in writing to the Client of its opinion(ii) the Client defaults in paying any sums due to Whole Beings®;
(iii) the Client is an individual and becomes insolvent, bankrupt, commits any act of bankruptcy, compounds with or enters into any compromise or arrangement with its creditors;
(iv) the Client is a company and has a provisional liquidator, liquidator, receiver, receiver and manager or official manager, trustee for creditors or in bankruptcy, voluntary administrator or analogous person appointed to it or its property;
(v) the Client has judgment entered against it in any court and Whole Beings® gives notice in writing to the Client that, in its sole discretion, Whole Beings® considers it to be a default event; or
(vi) a secured creditor seizes or takes possession of any collateral in the possession of the Client and Whole Beings® gives notice in writing to the Client that, in its sole discretion, Whole Beings® considers it to be a default event.
12. Force Majeure
Whole Beings® shall not be in default or be liable for failure to observe or perform in accordance with these Terms for any reason or cause which is outside of the reasonable control of Whole Beings®, including without limitation, war, insurrection, riot, civil commotion, strikes, lockouts, industrial disputes, acts of god, act of governments, flood, storm, tempest, power shortages or power failure, or an inability to obtain sufficient labour, raw materials, fuel or utilities.
13. Amendment
These terms may be changed, amended or altered in part, or in full, without warning by Whole Beings®. It is the responsibility of the Client, and his/her staff, to read and understand these Terms.
14. Miscellaneous
(a) The Client must not assign any rights or benefits under these Terms unless it has obtained the prior written consent of Whole Beings®, with such consent at the absolute discretion of Whole Beings®.
(b) All communications from the Client to Whole Beings® must be made in writing, including correspondence by email.
(c) Whole Beings® is entitled to rely on orders made by any employee, agent or contractor of the Client. Such orders shall be deemed to have been made with the authority of the Client and will be binding.
(d) Whole Beings® reserves the right to correct any errors or omissions of any kind in its offers, quotations, content, order confirmations or invoices, and the correction will be binding on Whole Beings® and the Client.
(e) These Terms are governed by the laws of QLD, Australia and each party irrevocably submits to the non-exclusive jurisdiction of the courts of QLD.
(f) If any of these Terms are determined invalid, unlawful or unenforceable in whole or in part, such term shall be severed and the remaining terms shall continue to operate to the fullest extent permitted by law.
(g) These Terms and the quote and any alterations made in writing by Whole Beings® constitute the entire agreement between the parties in relation to the supply of System, and supersedes all previous agreements or understandings between the parties including any inconsistent terms in any order.
(h) Whole Beings® reserves the right to refuse membership for misuse of the Membership.
(i) Whole Beings® reserves the right to cancel membership at anytime.
(j) Whole Beings® reserves the right to inspect a service using the Membership at anytime with liason with the service provider.