The Wellbeing Distillery Pty Ltd
Customer Terms of Service

PLEASE READ THESE TERMS AND CONDITIONS (THE “TERMS”) CAREFULLY AS THEY DESCRIBE THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SERVICES MADE AVAILABLE AND/OR PROVIDED BY THE WELLBEING DISTILLERY PTY LTD, AND/OR ITS SUBSIDIARIES AND AFFILIATES (HEREINAFTER “THE WELLBEING DISTILLERY”, “WE”, “OUR” OR “US”).

1.1 These Terms govern your access and use of our services through our platforms at https://the-wellbeing-distillery.getlearnworlds.com/ known as TWD Academy or through academy.thewellbeingdistillery.com (the “Platform”), including all access and use of e-learning courses provided through the Platform, your use of interactive features, applications, related mobile applications, content, downloads and/or other services that we own and control (each individually, a “Service” and collectively the “Services”). Accessing the Platform constitutes your electronic signature on this agreement (the “Agreement”) and your consent to execute this Agreement electronically.

1.2 To the extent there is a conflict between this Agreement and any additional agreement you have signed with The Wellbeing Distillery (an “Additional Agreement” or “Additional Terms”), the Additional Agreement will control unless the Additional Agreement expressly states otherwise.

1.3 By visiting the Platform:

(a) you acknowledge that you have read, understand, and agree to be bound by this Agreement;

(b) you represent that you are eighteen (18) years of age or older; and

(c) you represent that you have the authority to enter into this Agreement. If you do not agree to all terms and conditions of this Agreement, or if you do not have such authority, you must not accept this Agreement or access the Platform.

1.4 If you will be using the Platform or accessing or using the Services on the Platform on behalf of an organization, you agree to these Terms on behalf of your organization and you represent that you have the authority to do so. In such case, “you” or “your” will refer to that organization. By adding the details of a company, entity or organisation, you accept that the company, entity or organisation in question will be liable and bound by law to settle outstanding balances relating to your usage of Services and other services that you may order from The Wellbeing Distillery from time to time. The Wellbeing Distillery reserves the right to pursue unpaid balances relating to your account through:

(a) the company, entity or organisation through which you setup your account, as denoted by the information provided and maintained in your account (both current and previous information), or

(b) You, personally, if acting independently.

1.5 In addition to these Terms, you agree to the terms of our Privacy Policy (www.thewellbeingdistillery.com/privacy/). You acknowledge and agree that, if you provide your personal information (as that term is defined in the Privacy Act 1988) to us, we will collect, store, use and disclose your personal information in accordance with our Privacy Policy. If you do not agree to the terms of the Privacy Policy, then you should not use the Services.

2.1 Account Management

If you create or register for an online account with The Wellbeing Distillery through the Platform (an “Account Opening”), you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You are responsible for safeguarding the password that you use to access the Platform and for any activities or actions under account or using your password. You agree not to disclose your password to anyone. You must immediately notify The Wellbeing Distillery of any unauthorised use of your account or any other breaches of security. The Wellbeing Distillery will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.

2.2 Limited Licence

Upon completion of the Account Opening process, The Wellbeing Distillery grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicence, to electronically access and use the Platform. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by The Wellbeing Distillery, in the manner permitted by these Terms. You will be entitled to access updates to the Platform, subject to any additional terms made known to you at that time, when The Wellbeing Distillery makes these updates available.

3.1 Prior to the purchase of any Service (a “Purchase”), you may be required to provide our credit card processing company with a valid credit card number and associated payment information, including all of the following: (i) your name as it appears on the card; (ii) your credit card number; (iii) the credit card type; (iv) the date of expiration; and (v) any activation numbers or codes needed to charge your card. By submitting that information to our credit card processor, you hereby agree that you authorize us and/or our processor (as applicable) to charge your card at our convenience but within thirty (30) days of credit card authorization. For any Service that you order, you agree to pay the price applicable (including any sales taxes and surcharges) as of the time you submit the order. We will automatically bill your credit card or other form of payment submitted as part of the order process for such price. WE ARE NOT RESPONSIBLE FOR, AND DO NOT REIMBURSE, FEES FOR INSUFFICIENT FUNDS, ACH RETURN FEES OR ANY OTHER FEES. Your card issuer agreement governs your use of your designated card, and you must refer to that agreement and not these Terms to determine your rights and liabilities as a cardholder.

3.2 You hereby represent and warrant that you will not use any credit card or other form of payment unless you have all necessary legal authorization to do so. You agree to pay all fees and charges incurred in connection with your Purchases (including any applicable taxes) at the rates in effect when the charges were incurred. For example, if you purchase with a credit card that is issued through a bank that is based outside of Australia, your bank or our bank may charge foreign transaction fees and other similar currency exchange fees and you agree to reimburse us for any such fees or charges, if charged to us, upon our demand.

3.3 Some of our Services are billed on a subscription basis (we call these “Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically monthly or annual, depending on what subscription plan you select when purchasing a Subscription.

3.4 The Wellbeing Distillery may change the fees charged to you for the Services in accordance with clause 4.1, provided that, for Subscriptions, the change will become effective only at the end of the then-current billing cycle of your Subscription. The Wellbeing Distillery will provide you with advance notice of any change in fees.

3.5 Except as expressly stated in these Terms or as required by law, the Fees paid are non-refundable.

3.6 Fees are stated exclusive of any taxes, levies, duties or similar governmental assessments of any nature, including, for example, GST, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively “Taxes”).

3.7 You agree that you will use the third-party payment processor provided by the Platform for making all payments hereunder, and all such payments shall be subject to the terms and conditions and privacy policy of the respective payment processor. The Wellbeing Distillery is not and will not be responsible or liable for such third-party payment processor or any acts or omissions of such third party.

3.8 Interest and finance charges will accrue on all chargebacks, and will be charged at the maximum rate allowable by law, or at two percent (2%) per month, whichever is less. You will be responsible for all reasonable expenses (including solicitor’s fees) incurred by The Wellbeing Distillery in collecting late or unpaid fees due hereunder. Nothing mentioned herein will limit any additional rights and remedies available to The Wellbeing Distillery at law or in equity arising out of your failure to make payment.

4.1 Change to Prices

The Wellbeing Distillery reserves the right to change the price of Services at any time before a purchase is made. The Wellbeing Distillery will not change the price for Services for which Service delivery has commenced. If The Wellbeing Distillery does elect to change our published pricing, we will do so in such a manner that allows you to review updated Service pricing before purchasing Services. The pricing charged for all Services will be the current price published on the Platform at the time of purchase.

4.2 Payment & Refunds

By selecting a Purchase, you agree to pay The Wellbeing Distillery the fees indicated for that Service on the Platform. Payments will be charged on a pre-pay basis, unless agreed separately on the day of Purchase and will cover the use of that Service as indicated at the point of purchase.

5.1 The Platform may contain links to third party information and products. Such content and links are not owned, operated or maintained by The Wellbeing Distillery, nor are they affiliated or associated with The Wellbeing Distillery in any way, unless indicated on the external site.

5.2 The Wellbeing Distillery is not responsible for the content of any third party material appearing on the Platform or any third party sites linked to the Platform. Such information, advertisements or links are purely for information purposes only and are not endorsements by The Wellbeing Distillery as to the quality, accuracy or completeness of the third party information or websites.

5.3 If you decide to access any of the third party services or websites advertised or linked, you do so entirely at your own risk and, as far as lawfully possible, The Wellbeing Distillery accepts no liability or responsibility for your actions or omissions or linked sites in relation to the content contained therein.

6.1 With the exception of the consumer guarantees imposed under the Australian Consumer Law (Consumer Guarantees), The Wellbeing Distillery excludes any term, condition or warranty that may otherwise be implied into these Terms.

6.2 Our liability in respect of any breach or failure to comply with any Consumer Guarantee is limited to the following:

(a) in case of products:

(i) the replacement of the products or the supply of equivalent products;

(ii) the repair of products;

(iii) the payment of the cost of replacing the products or of acquiring equivalent products; or

(iv) the payment of the costs of having the products repaired; and

(b) in the case of services:

(i) the supplying of the services again; or

(ii) the payment of the cost of having the services supplied again.

6.3 To the extent permitted by law, The Wellbeing Distillery will not be liable for any direct, special, indirect or consequential loss, loss of profit, or damages of any kind arising out of or in connection with:

(a) these Terms, including any order submitted by you pursuant to these Terms;

(b) any failure to deliver the products (or any part of them) promptly or at all, other than to refund any price paid by you where the products are not delivered at all.

6.4 Nothing in this clause 6, or in these Terms, limit your rights under Australian Consumer Law.

7.1 The Platform and Services contain a variety of:

(a) materials and other items relating to The Wellbeing Distillery and its Services, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Services, and the compilation, assembly, and arrangement of the materials of the Services and any and all copyrightable material (including source and object code);

(b) trademarks, logos, trade names, service marks, and/or trade identities of various parties, including those of The Wellbeing Distillery (collectively, “Trademarks”); and

(c) other forms of intellectual property,

(all of the foregoing, collectively, “The Wellbeing Distillery’s Content”).

The Platform and Services and The Wellbeing Distillery’s Content are owned or controlled by The Wellbeing Distillery, our licensors and/or certain other third parties.

7.2 You may choose to, or The Wellbeing Distillery may invite you to submit comments or ideas about the Platform and / or Services, including without limitation about how to improve the Platform or Services (the “Ideas”). By submitting any Ideas, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place The Wellbeing Distillery under any fiduciary or other obligation and that The Wellbeing Distillery is free to use the Ideas without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, The Wellbeing Distillery does not waive any rights to use similar or related ideas previously known to The Wellbeing Distillery, or developed by its employees, or obtained from sources other than you.

8.1 You can terminate your Subscription and delete your account at any time through your account management page. Such termination and deletion will result in the deactivation or disablement of your account and access to it, and the deletion of Content you collected through use of the Services. If you terminate a Subscription in the middle of a Billing Cycle, you will not receive a refund unless you are terminating these Terms for any of the following reasons:

(a) we have materially breached these Terms and failed to cure that breach within 30 days after you have so notified us in writing;

(b) a refund is required by law; or

(c) we, in our sole discretion, determine a refund is appropriate. For clarity, we will not grant a refund where you have accessed or used our Services unless the termination is due to our material, uncured breach or a refund is required by law.

8.2 The Wellbeing Distillery may terminate your Subscription effective at the end of a Billing Cycle by written notice to you without refund for any prior period. Additionally, The Wellbeing Distillery may terminate your Subscription at any time during the Billing Cycle by providing at least 30 days’ written notice to you and will provide a pro rata refund for any period of time you did not use in that Billing Cycle.

8.3 The Wellbeing Distillery may suspend performance or terminate your Subscription for any of the following reasons:

(a) You have materially breached these Terms and failed to cure that breach within 30 days after The Wellbeing Distillery has so notified you in writing;

(b) You cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days; or

(c) You fail to pay fees for 30 days past the due date.

8.4 Additionally, The Wellbeing Distillery may limit, suspend, or terminate the Services to you: (i) if you fail to comply with these Terms, (ii) if you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services; or (iii) if we are investigating suspected misconduct by you.

9.1 We may amend these Terms after giving you prior notice via www.thewellbeingdistillery.com in circumstances where we consider that the amendment is reasonably necessary or desirable to:

(a) provide clarity to the intention of these Terms where the amendment is not material and is no less favorable to you;

(b) reflect new systems, technology, products or services related to the Service;

(c) implement changes required by law; or

(d) otherwise protect our legitimate business interests.

9.2 We will give you reasonable notice of a change (having regard to the nature of the change) except where we consider that the relevant change is necessary in order for us to comply with any law, regulation or other obligation we have.

These Terms are governed by the laws of Victoria, Australia. You irrevocably submit to the non-exclusive jurisdiction of the courts of Victoria and waive any right to object to an action being brought in those courts, including on the basis of inconvenient forum.

11.1 Any provision of, or the application of any provision of, these Terms, which is prohibited in any jurisdictions is, in that jurisdiction, ineffective only to the extent of the prohibition.

11.2 Any provision of, or the application of, these Terms which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.

Clauses 6 (“Limitations of Liability and Indemnity”), 7 (“Intellectual Property and Content”), 8 (“Suspension and Termination of Services”), 10 (“Governing Law”), 11 (“Prohibition and enforceability”) and 12 (“Survival”) will survive any termination or expiration of these Terms.

You will not:

(a) access or use the Platform or Services in connection with the provision of any services to third parties;

(b) resell, lease, encumber, copy, distribute, publish, exhibit, or transmit any portion of the Platform, Services or your account information to any third party;

(c) derive specifications from, reverse engineer, reverse compile, disassemble, translate, record, or create derivative works based on the Platform or Services or any content contained therein;

(d) use Platform or Services in a manner that delays, impairs, or interferes with system functionality for others or that compromises the security or integrity of any data, equipment, software, or system input or output;

(e) apply systems to extract or modify information on the Platform or in the Services using technology or methods such as those commonly referred to as “web scraping,” “data scraping,” or “screen scraping”; or

(f) use the Platform or Services or any part or aspect of them for any unlawful purpose or to mislead or harass anyone. Use of or access to the Platform or Services not in accordance with the Terms of this Agreement is strictly prohibited.

The Wellbeing Distillery may, in its sole discretion, limit or suspend permission to access or use The Wellbeing Distillery Services immediately if the terms of this section are violated.

14.1 We may transfer our rights and obligations under these Terms to another organisation. We will contact you to let you know if we plan to do this.

14.2 If a clause in these Terms is wholly or partly void, illegal or unenforceable in any relevant jurisdiction that provision or part must, to that extent, be treated as deleted from these Terms for the purposes of that jurisdiction. This does not affect the validity or enforceability of the remainder of clauses or any other clause in these Terms.

14.3 If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

14.4 These Terms are governed by and are to be construed under the laws in force in Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in Victoria, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with these Terms. Each party irrevocably waives any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenient forum.