Terms & Conditions
ONLINE TERMS AND CONDITIONS
Materials on the Site are intended for general information purposes only. They do not take into account your own personal circumstances. They are not intended to be relied upon and are not a substitute for advice based on your personal circumstances. Please refer to clause 12 for our full disclaimer.
1.1 These Terms and Conditions (Terms) are between Wendy Milligan T/A Sage & Ginger Natural Health (ABN 1136803786), its successors and assignees (referred to as “we”, “us” or “our”) and you, the person, organisation or entity that purchases any naturopathy consult or requests certain products, including the provision of and/or access to e-books and our various online resources (Services) from us (referred to as “you” or “your”), and collectively the Parties. These Terms apply to all sales made by us to you.
1.2 Our Services are available at www.sageandginger.com.au (Site).
1.3 You agree that these Terms form the agreement under which we will supply Services to you. Please read these Terms carefully. Please contact us if you have any questions using the contact details at the end of these Terms.
1.4 You accept these Terms by:
• making a purchase from us;
• using our Services; or
• making part or full payment for the Services as set out in our tax invoice to you (Invoice).
1.5 Using or purchasing our Services indicates that you have had sufficient opportunity to read these Terms and contact us if needed, that you have read, accepted and will comply with these Terms, and that you are 18 years or older, or have the consent of a legal guardian who is 18 years or older. You must not order or use the Services if you are under 18 years of age or do not have the consent of a legal guardian who is 18 years or older. If you do not agree to these Terms, you should not use or purchase our Services.
2. REGISTRATION AND SERVICES
2.1 Access to some Services may require you to register for an account (Account). It is your responsibility to keep the details of your Account, including user name and password, confidential. You are liable for all activity on your Account, including any purchases made using your account details.
2.2 We agree to perform the Services with due care and skill.
2.3 We reserve the right to refuse any request that we deem inappropriate, unreasonable or illegal.
2.4 You may request additional services via the Site or by contacting us directly. You must pay any fees for such additional services as set out on the site. If the additional services require an upfront fee, you agree to pay such fees before we commence performing such services.
2.5 We may provide the Services to you using our employees, contractors and third party providers and they are included in these Terms.
2.6 Third parties who are not our employees or our direct contractors (Third Parties) will be your responsibility. We are not responsible for the products or services provided by Third Parties.
3. PRICE, INVOICING AND PAYMENT
3.1 Where applicable, you agree to pay us:
1. a) the fees, including any other payments and expenses for the Services that you have requested (Fees) as set out on our Site; and/or
2. b) the Fees specified in our Invoice to you.
3.2 All amounts are stated in Australian dollars. All amounts include Australian GST (where applicable).
3.3 You will be required to make payment by way of bank transfer, credit card, eftpos or other payment methods as set out on the Site or Invoice when making a purchase for the Services.
3.4 You agree to pay our Invoices within 7 days of the Invoice date. If you are unable to pay an Invoice, you should notify us immediately. Unless otherwise agreed, if an Invoice is unpaid for more than 14 days we will cease to provide the Services to you until we receive payment of the Invoice.
3.5 You must not pay or attempt to pay, any Fees through any fraudulent or unlawful means. If a payment is not able to be successfully processed then, for any upfront payments, you will not be able to access, or we will not provide, the Services until such payment is received.
3.6 If you pay by credit card, you warrant that the credit card information you provide to us is true and complete, that you are authorised to use the credit card to make the payment, that your payment will be honoured by your card issuer and that you will maintain sufficient funds in your account to cover the Fees.
3.7 We may charge interest at the rate of 2% per month on any amounts unpaid after the expiry of 7 days after the payment date.
3.8 If an Invoice remains unpaid for 7 days after the payment date, we have the right to engage debt collection services for the collection of unpaid and undisputed debt, and the right to commence legal proceedings for any outstanding amounts owed to us.
3.9 Our pricing structure, payment methods and these Terms may be amended from time to time at our discretion. The pricing changes will apply to you for Services provided to you after the date of the change. All other changes will apply from the date that the amended or new Terms are posted on our Site or are provided to you, whichever is earlier.
4. YOUR OBLIGATIONS AND WARRANTIES
4.1 You warrant that throughout the term of these Terms that:
a) there are no legal restrictions preventing you from agreeing to these Terms;
b) you will cooperate with us and provide us with information that is reasonably necessary to enable us to perform the Services as requested by us from time to time, and comply with these requests in a timely manner;
c) the information you provide to us is true, correct and complete;
d) you will not infringe any third party rights in working with us and receiving the Services;
e) you will inform us if you have reasonable concerns relating to our provision of Services under these Terms, with the aim that we and you will use all reasonable efforts to resolve your concerns;
f) you are responsible for obtaining any consents, licences and permissions from other parties necessary for the Services to be provided, at your cost, and for providing us with the necessary consents, licences and permissions;
g) you consent to the use of your name and Intellectual Property in relation to the Services in a way which may identify you;
h) if applicable, you hold a valid ABN which has been advised to us; and
i) if applicable, you are registered for GST purposes.
5. OUR INTELLECTUAL PROPERTY
5.1 The work and materials that we provide to you in carrying out the Services including but not limited to any e-books or other online resources contain material which is owned by or licensed to us and is protected by Australian and international laws (Materials). We own the Intellectual Property rights in the Materials including but not limited to copyright which subsists in all creative and literary works incorporated into our Materials.
5.2 The Materials are licensed to you for your exclusive, non-commercial use only. The Materials are not to be shared with any other person or entity without our consent and if such Materials are disclosed to any third parties without our consent, we reserve the right to cease providing our Services to you, terminate your Account and/or terminate these Terms immediately.
5.3 You agree that, as between you and us, we own all Intellectual Property rights in our Materials, and that nothing in these Terms constitutes a transfer of any Intellectual Property rights in our Materials, except as stated in these Terms or with our written permission.
5.4 Your use of our Materials does not grant you a licence, or act as a right to use, any Intellectual Property in the Materials, whether registered or unregistered, except as stated in these Terms or with our written permission.
5.5 You must not breach our Intellectual Property rights by, including but not limited to:
a) altering or modifying any of the Materials;
b) creating derivative works from the Materials; or
c) using our Materials for commercial purposes such as onsale to third parties.
6. YOUR INTELLECTUAL PROPERTY AND MORAL RIGHTS
6.1 You agree to provide information including any Intellectual Property to us to enable us to provide the Services. You:
a) warrant that you have all necessary rights to provide the Intellectual Property to us;
b) grant us a perpetual, non-exclusive, royalty-free, irrevocable, worldwide and transferable licence to use the Intellectual Property in any way we require to provide the Services to you; and
c) consent to any act or omission which would otherwise constitute an infringement of your Moral Rights.
6.2 If you (or any employee or agent) have Moral Rights in any Intellectual Property that you provide to us, you:
a) irrevocably consent to any amendment of the Intellectual Property in any manner by us for the purposes of providing Services to you;
b) irrevocably consent to us using or applying the Intellectual Property for the purposes of providing Services to you without any attribution of authorship;
c) agree that your consent extends to acts and omissions of any of our licensees and successors in title; and
d) agree that your consent is a genuine consent under the Copyright Act 1968 (Cth) and has not been induced by duress or any false or misleading statement.
7. CONFIDENTIAL INFORMATION
7.1 We, including our employees and contractors, agree not to disclose your Confidential Information to any third party (other than, where necessary, Third Party Suppliers); to use all reasonable endeavours to protect Confidential Information from any unauthorised disclosure; only to use the Confidential Information for the purpose for which it was disclosed by you, to provide better quality services to you, and not for any other purpose.
7.2 These obligations do not apply to Confidential Information that:
a) is authorised to be disclosed;
b) is in the public domain and/or is no longer confidential, except as a result of breach of these Terms;
c) is received from a third party, except where there has been a breach of confidence; or
d) must be disclosed by law or by a regulatory authority including under subpoena.
7.3 The obligations under this clause will survive termination of these Terms.
8. FEEDBACK AND DISPUTE RESOLUTION
8.1 Your feedback is important to us. We seek to resolve your concerns quickly and effectively. If you have any feedback or questions about the Services, please contact us.
8.2 If there is a dispute between the Parties in relation to these Terms, the Parties agree to the following dispute resolution procedure:
a) The complainant must tell the respondent in writing, the nature of the dispute, what outcome the complainant wants and what action the complainant thinks will settle the dispute. The Parties agree to meet in good faith to seek to resolve the dispute by agreement between them (Initial Meeting).
b) If the Parties cannot agree on how to resolve the dispute at the Initial Meeting, any Party may refer the matter to a mediator. If the parties cannot agree on who the mediator should be, the complainant will ask the Law Society of New South Wales to appoint a mediator. The mediator will decide the time and place for mediation. The Parties must attend the mediation in good faith, to seek to resolve the dispute.
8.3 Any attempts made by the Parties to resolve a dispute pursuant to this clause are without prejudice to other rights or entitlements of the Parties under these Terms, by law or in equity.
9.1 Either party may terminate these terms, if there has been a material breach of these Terms, subject to following the dispute resolution procedure.
9.2 We may terminate these Terms immediately, at our sole discretion, if:
a) we consider that a request for the Service is inappropriate, improper or unlawful;
b) you fail to provide us with clear or timely instructions to enable us to provide the Services;
c) we consider that our working relationship has broken down including a loss of confidence and trust;
d) you act in a way which we reasonably believe will bring us or our Site or Services into disrepute;
e) you provide us with incorrect payment details or any other incorrect information;
f) you fail to pay an Invoice within 7days of the payment date; or
g) for any other reason outside our control which has the effect of compromising our ability to perform the work required within the required timeframe.
9.3 If you terminate these Terms early, you must pay for all Services provided prior to termination, including any Services which have been performed and have not yet been invoiced to you.
9.4 On termination of these Terms you agree to promptly return (where possible), or delete or destroy (where not possible to return), our Confidential Information and Intellectual Property, and/or documents containing or relating to our Confidential Information and Intellectual Property.
9.5 On completion of the Services, we will retain your documents (including copies) as required by law or regulatory requirements. Your express or implied agreement to these Terms constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on termination of these Terms.
9.6 The accrued rights, obligations and remedies of the Parties are not affected by the termination of these Terms.
10. CONSUMER LAW, LIMITATION OF LIABILITY AND DISCLAIMERS
10.1 ACL: Certain legislation including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of Services by us to you which cannot be excluded, restricted or modified (Statutory Rights). Our liability is governed solely by the ACL and these Terms.
10.2 Services: If you are a consumer as defined in the ACL, the following applies to you: “We guarantee that the Services we supply to you are rendered with due care and skill; fit for the purpose that we advertise, or that you have told us you are acquiring the Services for or for a result which you have told us you wish the Services to achieve, unless we consider and disclose that this purpose is not achievable; and will be supplied within a reasonable time. To the extent we are to exclude liability; our total liability for loss or damage you suffer or incur from our Services is limited to us re-supplying the Services to you, or, at our option, us refunding to you the amount you have paid us for the Services to which your claim relates.”
10.3 Delay: Where the provision of Services depends on your information or response, we have no liability for a failure to perform the Services in the period set out on the Site where it is affected by your delay in response, or supply of incomplete or incorrect information.
10.4 Referral: On request by you, we may provide you with contact details of third party specialists. This is not a recommendation by us for you to seek their advice or to use their services. We make no representation or warranty about the third party advice or provision of services, and we disclaim all responsibility and liability for the third party advice or provision of services or failure to advise or provide services.
10.5 Warranties: To the extent permitted by law, we exclude all express and implied warranties, and all material and work is provided to you without warranties of any kind, either express or implied. We expressly disclaim all warranties including but not limited to implied warranties of merchantability and fitness for a particular purpose.
10.6 Liability: To the extent permitted by law, we exclude all express or implied representations, conditions, guarantees and terms relating to the Services and these Terms, except those set out in these Terms, including but not limited to:
a) implied or express guarantees, representations or conditions of any kind, which are not stated in these Terms;
b) the Services being unavailable; and
c) any loss, damage, costs including legal costs, or expense whether direct, indirect, incidental, special, consequential and/or incidental, including loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation, use or any indirect, remote, abnormal or unforeseeable loss, or any loss or damage relating to business interruption, or otherwise, suffered by you or claims made against you, arising out of or in connection with your inability to access or use the Services, and the late supply of Services, even if we were expressly advised of the likelihood of such loss or damage.
10.7 Limitation: Our total liability arising out of or in connection with the Services, however arising, including under contract, tort, including negligence, in equity, under statute or otherwise, will not exceed the total fees paid by you to us in the twelve (12) month period prior to the event giving rise to the liability, or one hundred dollars (AUD$100) if no such payments have been made, as applicable.
10.8 This clause will survive termination of these Terms.
11. CANCELLATIONS AND REFUNDS
11.1 Subject to your rights under the ACL, for any Services you have paid for in advance, f you cancel our Services and the cancellation is:
a) made 24 hour or more prior to the commencement of the Services, we will provide you with a full refund; or
b) within 24 hours to the commencement of the Services, we may offer a refund under limited circumstances at our sole discretion or provide you with a credit which can be redeemed against any Fees due and payable by you in the future.
12.1 While the information and material on the Site, in the Materials or otherwise provided to you by us is provided in good faith on an “as is” basis, we and our directors, officers, employees, contractors and agents accept no responsibility for and make no representations or warranties to you or to any other person as to the reliability, accuracy, currency or completeness of the information in the Materials or information generally contained on the Site. Any reliance you place on the Materials or information contained on the Site is entirely at your own risk.
12.2 You agree that any information, insights or guidance contained in our Site, Services or Materials is not an attempt to practice allopathic medicine or provide allopathic medical advice. It is not to be used or relied on for any diagnostic or treatment purposes under those circumstances. Use of our Site, Services or Materials does not establish a doctor-patient relationship.
12.3 The Materials should not be used as a substitute for professional diagnosis and treatment. Any health information in our Site, Services or Materials, is provided simply for your convenience. The Site, Services and Materials are intended for general information purposes only. They do not take into account your own personal circumstances. They are not intended to be advice, they are not intended to be relied upon and they are not a substitute for professional advice (including but not limited to allopathic and alternative medical advice) based on your personal circumstances.
12.4 The Site, Services and Materials may support the relationship between you and other healthcare providers, but are not intended to replace it. If you suffer from any health conditions please consult with the relevant health practitioner.
12.5 You are solely responsible for determining the suitability of any of our Services and your reliance on any information that is provided to you through our Site, Services or Materials is at your own risk.
12.6 This clause will survive termination of these Terms.
13.1 You are liable for and agree to indemnify, defend and hold us harmless for and against any and all Claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly or indirectly from:
a) any information that is not accurate, up to date or complete or is misleading or a misrepresentation;
b) any breach of these Terms; and
c) any misuse of the Services, the Site or the Materials from or by you, your employees, contractors or agents.
13.2 You agree to co-operate with us (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of the Services including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information you have given us.
13.3 The obligations under this clause will survive termination of these Terms.
14.1 Privacy: We agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.
14.2 Publicity: You consent to us using advertising or publicly announcing that we have undertaken work for you.
14.3 Email: You acknowledge that we are able to send electronic mail to you and receive electronic mail from you. You release us from any claim you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.
14.4 GST: If and when applicable, GST payable on the Services will be set out on our Invoices. By accepting these Terms you agree to pay us an amount equivalent to the GST imposed on these charges.
14.5 Relationship of parties: These Terms are not intended to create a relationship between the parties of partnership, joint venture, or employer-employee.
14.6 Assignment: These Terms are personal to the Parties. A Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent not to be unreasonably withheld).
14.7 Severance: If any provision (or part of it) under these Terms is held to be unenforceable or invalid in any jurisdiction, then it will be interpreted as narrowly as necessary to allow it to be enforceable or valid. If a provision (or part of it) under these Terms cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then the provision (or part of it) must be severed from these Terms and the remaining provisions (and remaining part of the provision) of these Terms are valid and enforceable.
14.8 Force Majeure: We will not be liable for any delay or failure to perform our obligations under these Terms if such delay is due to any circumstance beyond our reasonable control. If we are delayed from performing our obligations due to such a circumstance for a period of at least 2 months, we may terminate our agreement with you by giving you 5 business days’ notice in writing.
14.9 Notice: Any notice required or permitted to be given by either Party to the other under these conditions will be in writing addressed to you using the details in your Account or otherwise provided to us when purchasing the Services. Our address is set out at the end of these Terms. Any notice may be sent by standard post or email, and notice will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission.
14.10 Jurisdiction & Applicable Law: These terms are governed by the laws of New South Wales and the Commonwealth of Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales.
14.1 Entire Agreement: These Terms and any document expressly referred to in them represent the entire agreement between you and us and supersede any prior agreement, understanding or arrangement between you and us, whether oral or in writing.
15.1 Claim(s) includes a claim, notice, demand, right, entitlement, action, proceeding, litigation, prosecution, arbitration, investigation, judgment, award, damage, loss, cost, expense or liability however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a third party or a party to this Agreement or otherwise.
15.2 Confidential Information includes confidential information about you, your credit card or payment details, the business, structure, programs, processes, methods, operating procedures, activities, products and services, trade secrets, know how, financial, accounting, marketing and technical information, customer and supplier lists (including prospective customer and supplier information), ideas, concepts, know-how, Intellectual Property, technology, and other information whether or not such information is reduced to a tangible form or marked in writing as “confidential”.
15.3 GST means GST as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended from time to time or any replacement or other relevant legislation and regulations.
15.4 Intellectual Property includes any and all present and future rights to intellectual and industrial property throughout the world, and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), patents, improvements, registered and unregistered trademarks, designs (whether or not registered or registrable), any corresponding property rights under the laws of any jurisdiction, discovery, circuit layouts, trade names, trade secrets, secret process, know-how, concept, idea, information, process, data or formula, business names, company names or internet domain names.
15.5 Moral Rights means the right of attribution of authorship, the right not to have authorship falsely attributed and the right of integrity of authorship, as defined in the Copyright Act 1968 (Cth).
If you have any queries about the terms and conditions please contact details: Wendy Milligan T/A Sage & Ginger Natural Health (ABN: 11 360 3786) via email on firstname.lastname@example.org