Terms & Conditions
Please review the Terms and Conditions before proceeding. If you agree, please click the button at the bottom of the page to proceed to payment.
In this Document, unless the context otherwise requires, capitalised terms have the meaning given to them in this Document, and:
Confidential Information includes information which:
(a) is disclosed to you in connection with this Document at any time;
(b) is prepared or produced under or in connection with this Document at any time;
(c) relates to our business, assets or affairs; or
(d) relates to the subject matter of, the terms of and/or any transactions contemplated by this Document,
whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever you receive that information.
Liability means any expense, cost, liability, loss, damage, claim, demand or proceeding (whether under statute, contract, equity, tort, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent.
(a) This Document takes effect on and from the date on which this Document is accepted in accordance with its terms (Effective Date). You may not make any cancellations after the Effective Date (other than in accordance with clause 8).
(b) Subject to the terms of this Document, we will proceed with the provision of the Services within a reasonable time after the Effective Date.
3. Our obligations
(a) In consideration of you paying us the Price, we will provide the Services in accordance with this Document, whether ourselves or through our employees, consultants, suppliers, subcontractors or agents (Personnel).
(b) If this Document expresses a time within which the Services are to be provided, you acknowledge and agree that any such time is an estimate only and creates no obligation on us to provide the Services by that time.
(c) You may request a change to the Services by providing written notice to us (Variation Request). We will not be obliged to comply with the Variation Request until:
we have confirmed our acceptance of the Variation Request in writing, including any required variation to the Price to perform the Variation Request (Price Variation);
the Price has been adjusted to reflect the Price Variation; and
you have paid us the Price (as adjusted by the Price Variation) in accordance with the Payment Terms.
(d) If there is a problem with the Services which is caused by a breach of this Document by us (Omission), and you have notified us of the Omission within 24 hours after completion of the Services, then, to the maximum extent permitted by law, our Liability arising from, or in connection with, the Omission will be limited to us remedying the Omission, or, at our absolute discretion, refunding you that portion of the Price paid by you with respect to the Omission.
4. Your obligations
(a) You must comply with this Document and all of our reasonable requests or requirements.
(b) You must obtain, and provide to us, all things reasonably necessary to enable us to provide the Services.
(c) You must pay us the Price, all disbursements (including travel and accommodation costs and third party costs incurred by us in the provision of the Services), and any other amounts payable to us under this Document in accordance with the Payment Terms.
(d) If any payment has not been made in accordance with the Payment Terms, we may (at our absolute discretion) immediately cease providing the Services and/or charge you interest at a rate equal to the Reserve Bank of Australia’s cash rate, from time to time, plus 8% per annum, calculated daily and compounding monthly.
5. Intellectual property
(a) As between the parties, all intellectual property rights (including copyright) developed, adapted, modified or created by us or our Personnel (including in connection with this Document or the provision of the Services) will at all times vest, or remain vested, in us.
(b) On the Effective Date, you grant us a perpetual, royalty-free, world-wide, unconditional, transferable and irrevocable licence to use, develop, adapt and modify (Use) all intellectual property rights (including copyright) in any materials that you provide to us in connection with this Document, and you will ensure that any such Use does not infringe any intellectual property rights of any person.
(c) If you or any of your Personnel has any moral rights (as defined in the Copyright Act 1968 (Cth)) (Moral Rights) in any materials provided, used or prepared in connection with this Document, you (and you will ensure that your Personnel) consent to the infringement of those Moral Rights by us or our Personnel.
(d) All material relating to the Soul Modes® framework is provided under official licence. Soul Modes® is a registered trademark in Australia, and an unregistered trade mark in all other locations where it is used. Applications have been lodged to register the trademark in the USA and the UK. All other Soul Modes® intellectual property is copyright to Carlie Burton, protected under the Berne Convention for the Protection of Literary and Artistic Works, and used under licence with the artist and author’s permission. Any materials and work we do within the Soul Modes® framework is for your personal, non-commercial use only, and may not be shared without express permission, or used in any way that competes with the business interests of Carlie Burton. If you have questions or concerns about what constitutes appropriate use, please email firstname.lastname@example.org.
Despite anything to the contrary, to the maximum extent permitted by law:
(a) you warrant that you have not relied upon any warranty, representation, statement, offer or documentation made or provided by or on behalf of us, whether before or after the Effective Date;
(b) you agree that this Document excludes all terms, conditions and warranties implied by statute, in fact or on any other basis, except to the extent such terms, conditions and warranties are fully expressed in this Document;
(c) our maximum aggregate Liability arising from or in connection with this Document will be limited to, and will not exceed, the portion of the Price paid by you to us for the Services the subject of the relevant claim;
(d) we will have no Liability, and you release and discharge us from all Liability, arising from or in connection with any:
event or circumstance beyond our reasonable control;
acts or omissions of you or your Personnel;
defect, error, omission or lack of suitability or benefit (or the absence of, or reduction in, any anticipated result, outcome or benefit) with respect to the Services; and/or
loss of profit (including anticipated profit), loss of benefit (including anticipated benefit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data; and
(e) you will indemnify us for and against all Liability arising from or in connection with any wrongful act or omission by you or your Personnel.
7. Trust provisions
(a) Each party described in this Document as a trustee (Trustee) enters into this Document only in its capacity as a trustee of the trust of which it is described as the Trustee (Trust).
(b) Subject to clause 7(c), and despite any other provision of this Document, a Liability arising under or in connection with this Document is limited and can be enforced against a Trustee only to the extent to which the Trustee is indemnified out of the assets of the Trust.
(c) The limitation set out in clause 7(b) does not apply where the Trustee’s right to indemnification is reduced or lost as a result of fraud, breach of trust or breach of duty by the Trustee.
(d) This clause 7 will survive the termination or expiry of this Document.
(a) This Document will terminate upon written notice by:
either party, if mutually agreed in writing between the parties;
us, if you breach this Document and that breach has not been remedied within five working days of being notified by us; or
you, if we breach a material term of this Document and that breach has not been remedied or overcome within 15 working days of being notified by you.
(b) On termination of this Document, you will:
where this Document is terminated under clauses 8(a)(1) or 8(a)(2), immediately pay to us the Price and all of our additional costs resulting from the termination;
where this Document is terminated under clause 8(a)(3), immediately pay to us the Price for the Services performed up to the date of termination (and all other amounts due and payable to us under this Document);
immediately return to us all property, including Confidential Information, belonging to us or our Personnel; and
not use any intellectual property rights (including copyright) belonging to us or our Personnel.
Termination of this Document will not affect any rights or liabilities which a party has accrued under it.