Terms - Customers of On-Demand Training

These On Demand Website Terms and Conditions apply to our Services that may be purchased through the domain https://store.tribalhabits.com, and accessible through https://training.tribalhabits.com and any other sub-domain of https://tribalhabits.com that we use for this purpose from time to time (“Domain”) and all associated pages, applications, and resources (“On Demand Services”). If you do not agree with these On Demand Website Terms and Conditions you must not use or access any page, application, or resource accessible through the Domain.

By purchasing any On Demand Services through https://store.tribalhabits.com you accept the following terms and conditions and enter into an agreement with Tribal Habits Pty Ltd ABN 74 603 171 820 (“Agreement”).

In this Agreement there are terms and conditions that apply to specific functionality with the On Demand Services, or apply when you interact with the On Demand Services in particular ways. An example of which is signing up for a Purchaser Account at https://store.tribalhabits.com. All terms and conditions relating to use of the On Demand Services are described in this document, but it must also be read in conjunction with:

• our Privacy Policy, which is available at https://tribalhabits.com/privacy; and
• each other document included by reference in these On Demand Website Terms and Conditions, if any.

1.      Definitions

In this Agreement the defined terms in the following table have the corresponding meaning unless repugnant to the context.

2.      Interpretation

2.1     In these On Demand Website Terms and Conditions:

(a)      use of “Including”, “such as”, or similar terms and phrases are not words of limitation;

(b)      if something referred to, including a defined term, comprises a number of separate things then the reference includes any one or combination of those things, unless the context requires otherwise.

3.      Term and termination

3.1     This Agreement begins upon your acceptance of these On Demand Website Terms and Conditions and continues until terminated, or it otherwise ends in accordance with these On Demand Website Terms and Conditions.

3.2     You accept the On Demand Website Terms and Conditions upon the earliest of the following events:

(a)      You, or any device that you control, requests any Content from the On Demand Services;

(b)      You, or any device that you control, receives any Content from the On Demand Services;

(c)      You access a page on, or related to, the Domain using a web browser or an App;

(d)      You request any Products or Services from us through the On Demand Services;

(e)      You receive any Products or Services from us through the On Demand Services;

(f)      You sign up for a User Profile and check the checkbox that indicates that you agree to the Tribal Habits On Demand Website Terms and Conditions;

(g)      You check any other checkbox that indicates that you agree to the Tribal Habits On Demand Website Terms and Conditions;

(h)      You otherwise access the On Demand Services, including without limitation through a third party website or application, as the case may be.

3.3     This Agreement with automatically end upon the last of each of these circumstances taking effect: you cease to access our Content; you no longer possess any of our Content; and you do not have an active User Profile.

3.4     This Agreement may be suspended or terminated in accordance with clause 13.

4.      Conditions of use

4.1     We may vary these terms and conditions or impose new terms and conditions on your use of the Services or the On Demand Services at any time, by a notice published on your User Profile or on the On Demand Services pages, or otherwise in accordance with your User Profile preferences, if any.

4.2     We may add features or update the Services from time to time. You may be required to agree to additional terms or other requirements in order to use such additional features or Services.

4.3     Nothing in this clause 4 is to be read as limiting our rights in administering the On Demand Services, or methods that we may use to control the features available to you, or our provision of Services to you, through the On Demand Services. We reserve all our rights relating to the administration and control of the On Demand Services.

4.4     We may contact you by post, phone, sms, or email using the details that you provide to us from time to time. Without limitation, we may contact you regarding marketing and promotions of our Products and Services (unless you request otherwise in writing); and we may contact you in relation to any order, or in relation to your User Profile.

5.      Your obligations

          Positive obligations

5.1     You must act in accordance with the policies or rules that we publish from time to time that relate to your use of any Services or the On Demand Services (such as content and publishing, data capture, sale of products and services and delivery, system communication, and merchant and payment processing). All of our rules and policies can be accessed at https://tribalhabits.com/policies. For the avoidance of doubt, if we publish directions or requirements in our Frequently Asked Questions or “FAQ” pages, then those requirements are to be deemed as a policy under this clause. Nothing contained in a policy published by us from time to time constitutes a contractual right that you may enforce against us under this Agreement.

5.2     Your User Profile is for your use only.

5.3     You must notify us if you believe that your User Profile has been accessed without your authority.

5.4     You must take reasonable measures to prevent any unauthorised person from accessing the On Demand Services, your User Profile, or any other Services we provide using your User Profile credentials. You are responsible for any damage caused or fees incurred by any such person(s).

5.5     You must allow us to make changes to your User Profile or Content that we deem necessary.

5.6     You are responsible for the Content, integrity and conduct of your User Profile on the On Demand Services.

5.7     If we send a link to you in relation to your User Profile or in aid of you accessing any Services, you must not distribute that link to any other person, unless you have our prior written consent. If a third party uses such a link to access the Services, such access will be at your cost.

          Negative obligations

5.8     If we enable reviews, comments, or other methods of recording information relating to the On Demand Services, then you agree not to use these features to promote any third party products or services (including your own). You irrevocably authorise us to truncate, append, supplement, or otherwise amend, or delete any information which we deem to be in default of this clause.

5.9     You must not use your User Profile or the On Demand Services to upload, transmit, communicate, or record information about any other person.

5.10   You must not upload or publish any Content that is unlawful, unsuitable for general viewing or consumption, obscene, defamatory, in breach of any advertising standards, or in breach of any person’s privacy or other human rights.

5.11   You must not:

(a)      reverse engineer, reverse assemble or reverse compile the On Demand Services or any constituent part;

(b)      combine or incorporate the On Demand Services in any other program or system without our prior consent in writing;

(c)      copy the On Demand Services, or any Content contained within any related resource belonging to a person other than you, in whole or in part.

6.      Provision of Services through the On Demand Services

6.1     Our provision of any Services to you through the On Demand Services is subject to the terms of this Agreement, and your ongoing compliance with them.

6.2     Our provision of any specific Services to you through the On Demand Services is subject to any limitations, or conditions that we bring to your attention prior to you purchasing those Services. Such limitations, or conditions apply to the relevant Services, and are incorporated into these On Demand Website Terms and Conditions accordingly.

7.      Service limitations

7.1     The On Demand Services are hosted by, and rely on third party service providers and we do not guarantee that your access to any Services will be continuous or error free. If you have any difficulties accessing the On Demand Services or your User Profile, please check the following hosting status page: https://status.tribalhabits.com. Without limitation our Services rely on services from wistia.com, sendgrid.com, and Amazon Web Services and we disclaim any liability relating to the availability or suitability of the services delivered by these suppliers.

7.2     The Payment Processor is a third party and we do not guarantee that this service will be continuous or error free.

7.3     Each of the Services that you purchase will be available for a period of up to 12 months from the time of purchase. We do not guarantee that you will be able to access any Services after this period has expired.

7.4     We are not responsible for support, back-ups, or disaster recovery, in any way.

8.      Payment Processor

8.1     We do not receive or store any credit card information through the On Demand Services. All credit card information is processed securely by the Payment Processor.

9.      Reversed transactions

9.1     If the Payment Processor reverses a transaction conducted on the On Demand Services, then you remain liable to pay for all fees and charges that were included in that transaction. You must also reimburse us for any additional fees and charges incurred by us relating to the reversal of any such transaction. At the date of preparation of this document the transaction reversal fee is $25.00.

10.    Right to subcontract

10.1   We may appoint employees, sub-contractors, or agents to provide some or all of the Services; and such entities are bound by the same obligations as us. It is our responsibility to ensure such entities comply with this Agreement.

11.    Intellectual property

          Content and Third Party Intellectual Property

11.1   You (or where applicable, the third party owner) retain ownership of all Content you upload to your User Profile and such rights are not assigned or transferred under this Agreement. For the purposes of this clause, if you upload information to your User Profile on behalf of a third party, being your employer, or other party with whom you have an association, then all such information will be deemed by us to be the property of that employer or other associate.

11.2   You grant us a perpetual, irrevocable, royalty-free licence to use, copy, modify or adapt the Content as reasonably necessary to perform our rights and obligations under this Agreement, including the right to grant sub-licences where reasonably necessary.

11.3   You further authorise us to disclose or deliver up such Content to the third party owner, as the case requires.

11.4   You warrant that you have full right, title and interest, or the legal right and authority, to grant the licence granted in clause 11.2, and that our use or modification of your Content in accordance with this Agreement will not infringe upon any third party Intellectual Property Rights.

          On Demand Services

11.5   We own, or are licensed to use, all components of the On Demand Services.

          Grant of licence

11.6   Subject to your continued compliance with these On Demand Website Terms and Conditions, for the duration of this Agreement we grant you a licence to use the On Demand Services as contemplated by these On Demand Website Terms and Conditions and any policy published by us from time to time.

12.    Privacy

12.1   We may use your contact details to promote new Services and Product offers to you from us or our affiliates, or to notify you about important changes to the On Demand Services, subject to our Privacy Policy which is incorporated by reference.

12.2   Our Privacy Policy can be accessed at this link: https://tribalhabits.com/privacy.

12.3   We may change the terms of the Privacy Policy form time to time in accordance with this Agreement, or otherwise as provided for in the Privacy Policy. If you do not agree with the changes that we make to the Privacy Policy you may end this Agreement in accordance with clause 13 of this Agreement. The provisions of the Privacy Policy in force at the time of your written notice will continue to apply until this Agreement is terminated.

13.    Suspension and Termination

          Suspension

13.1   We may conduct scheduled or mission critical maintenance of the On Demand Services during which time the Services may be interrupted. We will give you reasonable notice of such maintenance where possible and make all reasonable efforts to keep any disruption to a minimum.

13.2   We may suspend the Services and disable access to your User Profile at any time and give you a written notice of default if:

(a)      you do not make any payment when due, or any payment is dishonoured or subject to chargeback; or

(b)      we have reason to suspect illegal or unethical activity in relation to your data or Content; or

(c)      in our reasonable opinion your Content, conduct, data, network, software or equipment may cause damage to any person or property; or

(d)      you do not comply with any of the terms and conditions contained within this Agreement, including any of your obligations.

13.3   If we suspend our Services to you, we may notify any Payment Processor in this regard, and you authorise us to receive any information from the Payment Processor about the status of your account, or any outstanding obligations, that you have with them, if any.

          Termination

13.4   We may terminate this agreement with 30 days written notice.

14.    Consequences of termination

14.1   Upon termination of this Agreement for any reason, in addition to any other rights or remedies:

(a)      we may immediately disable your access to the On Demand Services and take your User Profile offline;

(b)      your licence to use the On Demand Services immediately ends;

(c)      we may, but need not, keep all data and Content uploaded by you to the On Demand Services for our records;

(d)      we may destroy any data and Content uploaded by you to the On Demand Services;

(e)      we may continue to send you information about our Services, and other marketing information; and

(f)      a Party not in default may pursue any other rights or remedies available at law against a defaulting Party subject to clause 15.

15.    Indemnity & limitation of liability

          Indemnity

15.1   You agree to release and hold Tribal Habits Pty Ltd harmless against any action, proceeding, claim, demand or prosecution relating to any downtime, interruption, loss of data, or consequential loss of any kind whatsoever, whether directly or indirectly arising in connection with the Services.

15.2   You release and indemnify, and agree to keep Tribal Habits Pty Ltd indemnified against any action proceeding, claim, demand, or prosecution relating to:

(a)      any breach of your warranties under this Agreement; and

(b)      any loss or damage to persons or property (including data), caused by your Content.

          Limitation of liability

15.3   Subject to clauses 15.4 and 15.5, any liability of Tribal Habits Pty Ltd for any loss or damage, however caused (including, without limitation, by the negligence of Tribal Habits Pty Ltd), suffered by you in connection with this Agreement is limited to the amounts paid by you to Tribal Habits Pty Ltd in relation to the Products and Services.

15.4   Except as contemplated by clause 15.5, nothing in this Agreement is intended to limit any rights you have under the Competition and Consumer Act 2010 (Cth).

15.5   If the Competition and Consumer Act 2010 (Cth) or any other legislation provides that there is a guarantee in relation to any good or service supplied by Tribal Habits Pty Ltd in connection with this Agreement and Tribal Habits Pty Ltd’s liability for failing to comply with that guarantee cannot be excluded but may be limited, then clause 15.3 does not apply to that liability and instead Tribal Habits Pty Ltd’s liability for such failure is limited to (at Tribal Habits Pty Ltd’s election):

(a)      in the case of a supply of goods, Tribal Habits Pty Ltd replacing the goods or supplying equivalent goods, repairing the goods, paying the cost of replacing the goods or of acquiring equivalent goods, or paying the cost of having the goods repaired; or

(b)      in the case of a supply of services, Tribal Habits Pty Ltd supplying the services again or paying the cost of having the services supplied again.

15.6   In this clause 15 a reference to consequential losses means any indirect, special, economic, or consequential loss including loss of revenue, profits, goodwill, bargain or opportunities that you suffer in any way, even if we knew or should have known about the possibility of such loss.

16.    Disclaimers

16.1   Nothing published by us in any rule, policy, FAQ, or similar document may be relied on by you as a warranty or guarantee in relation to its subject matter.

16.2   Our Services are provided on an “as-is” basis and unless we agree otherwise in writing, we do not warrant that our Services are suitable for your particular purposes.

16.3   In addition to the disclaimers set out in this clause 16, we may make further disclaimers about any particular Services, or information by written notice, and any Services that you subsequently request will be subject to those disclaimers.

16.4   Each of the provisions of this clause 16 is subject to clause 15.5.

17.    General

          Costs

17.1   You are responsible for all duties, charges and legal fees (on a solicitor and own client basis) incurred in enforcing this Agreement.

          Currency and Taxation

17.2   Unless otherwise stated, all monetary amounts are expressed in Australian dollars inclusive of GST.

          Enduring Clauses

17.3   The Parties’ obligations under Clauses 7, 9, 11, 12, 14, and 15 shall survive the termination of this Agreement for whatever reason.

          Entire agreement

17.4   This Agreement contains the entire agreement between the Parties and supersedes all previous negotiations or agreements in relation to the Services.

          Force majeure

17.5   Neither Party is liable for any delay or failure to perform its obligations under this Agreement to the extent that such failure is caused by a Force Majeure Event. Nothing in this clause excuses payment of money due.

          Jurisdiction

17.6   The laws of the State of Queensland apply to this Agreement; and the parties submit exclusively to the courts of that jurisdiction.

          Relationship between the Parties

17.7   Nothing in this Agreement constitutes a partnership or contract of employment. It is the express intention of the parties to deny any such relationship.

          Representatives, Successors and Assigns

17.8   You must not assign or novate this Agreement in whole or in part.

17.9   We may assign or novate this Agreement in whole or part at our sole discretion.

          Severability

17.10  If any provision of this Agreement is ruled by a court to be illegal, invalid, unenforceable or in conflict with any law, it will not affect the validity and enforceability of the remaining provisions.

          Waiver

17.11  Any delay or failure to enforce any rights in relation to a breach by the other Party will not be construed as a waiver of those rights.