1. About the Website
1.1 Welcome to https://www.holocentric.com/ (the 'Website'). The Website facilitates interactions between:
(a) Customers of Holocentric (the 'Receiver'); and
making it easier for the Receiver and the Holocentric to locate, communicate, arrange payment and deliver the services in a fast and secure manner (the 'Services').
1.2 The Website is operated by Holocentric Pty. Ltd. (ABN 73 052 972 095). Access to and use of the Website, or any of its associated products or Services, is provided by Holocentric. Please read these terms and conditions (the 'Terms') carefully. By using, browsing and/or reading the Website or receiving any Services, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website, and any of its products or Services, immediately.
1.3 Holocentric reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Holocentric updates the Terms, it will use reasonable endeavours to provide you with notice of updates of the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.
2. Acceptance of the Terms
You accept the Terms by registering for the Services and/or making any payment as required under the Terms for use of the Services. You may also accept the Terms by clicking to accept or agree to the Terms where and if this option is made available to you by Holocentric in the user interface.
3. The Services
3.1 In order to access the Services, the Receiver is required to register for an account through the Website (the 'Account').
3.2 As part of the registration process, or as part of your continued use of the Services, you may be required to provide personal information about yourself (such as identification or contact details), including:
(a) an email address
(b) preferred username
(c) a password
3.3 You warrant that any information you give to Holocentric in the course of completing the registration process will always be accurate, correct and up to date.
3.4 Once you have completed the registration process, you will be a registered member of the Website ('Member') and agree to be bound by the Terms.
3.5 You may not use the Services if:
(a) you are not of legal age to form a binding contract with Holocentric; or
(b) you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which are resident or from which you use the Services.
3.6 Holocentric may at any time modify the Website, the Services or any part without prior notice (including by removing or creating new features). If the modification consists of a new feature that users must pay for, Holocentric will agree payment for this feature with you prior to you being permitted to use the feature.
4. Your obligations as a Member
4.1 As a Member, you agree to comply with the following:
(a) you will not share your profile with any other person;
(b) you will use the Services only for purposes that are permitted by:
(i) the Terms; and
(ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;
(c) you have sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Services;
(d) any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify Holocentric of any unauthorised use of your password or email address or any breach of security of which you have become aware;
(e) you must not expressly or impliedly impersonate another Member or use the profile or password of another Member at any time;
(f) any content that you broadcast, publish, upload, transmit, post or distribute on the Website ('Your Content') will always be accurate, correct and up to date and you will maintain reasonable records of Your Content.
(g) you agree to not harass, impersonate, stalk, threaten another Member of the Website (where interaction with other Members is made available to you);
(h) access and use of the Website is limited, non-transferable and allows for the sole use of the Website by you for the purposes of providing the Services;
(i) you will not use the Services or the Website in connection with any commercial endeavours except those that are specifically endorsed or approved by the management of Holocentric;
(j) you will not use the Services or Website for any illegal and/or unauthorised use which includes collecting email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Website;
(k) you agree that commercial advertisements, affiliate links and other forms of solicitation may be removed from Member profiles without notice and may result in termination of the Services. Appropriate legal action will be taken by Holocentric for any illegal or unauthorised use of the Website; and
(l) you acknowledge and agree that any automated use of the Website or its Services is prohibited.
4.2 Except to the extent otherwise expressly permitted by this Agreement you must not, and must ensure that your personnel and users do not:
(a) access the Website or Services by any means other than through the interface provided by Holocentric, or circumvent any technological measures contained in the Website or Services that are designed to prevent unauthorised use or access to any part of that Website or Services;
(b) copy, modify, create derivative works based on, access, use, sell, distribute, sublicence, broadcast, or commercially exploit any of Holocentric’s Intellectual Property, or reverse engineer, decompile, disassemble, or attempt to derive the source code of, or otherwise tamper with, any part of the Service or Website (or any associated software);
(c) interfere with or disrupt the software or systems used to host the Service or Website, other equipment or networks connected to the Service or Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Service or Website;
(d) remove, obscure, or alter any intellectual property right or confidentiality notices or legends appearing in or on any aspect of any of Holocentric’s Intellectual Property;
(e) introduce any virus or other disabling feature into the Service or Website or the system of any Service or Website user; or
(f) use the Service in a way that may violate any law or regulation or any intellectual property rights, privacy, publicity, or any other rights of others, or in a way that could cause harm to us, other users, or third parties, or attempt to do any act prohibited under this clause, or directly or indirectly assist or permit anyone else to do any act prohibited under this clause.
5. Copyright and Intellectual Property
5.1 The Website, the Services and all of the related products of Holocentric are subject to copyright. The material on the Website and within the Services is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright and trade marks) in the Services and compilation of the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, Website, code, scripts, design elements and interactive features) or the Services are owned by Holocentric or its licensors.
5.2 Subject to your acceptance of, and compliance with, these Terms, upon becoming a Member and subscribing for Services, Holocentric grants you a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable right, for the agreed Service subscription term, to use the Services solely for your own internal business purposes, and solely for the purpose that the Services are intended to be used for (as marketed by us).
6. Third-party links and supplementary terms
6.1. The Service or Website may contain links to third party websites that are not owned or controlled by Holocentric. Holocentric is not affiliated with those websites, has no control over those websites, and assumes no responsibility for the content, privacy policies, or practices of any third party websites. By using the Services or Website, you expressly release Holocentric from any and all liability arising from your use of any third party website.
8. General Disclaimer
8.1 Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.
8.2 Subject to this clause, and to the extent permitted by law:
(a) all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and
(b) Holocentric will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
8.3 Use of the Website and the Services is at your own risk. Everything on the Website and the Services is provided to you "as is" and "as available" without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of Holocentric make any express or implied representation or warranty about the Services or any products of Services (including the products or Services of Holocentric) referred to on the Website. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
(a) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;
(b) the accuracy, suitability or currency of any information on the Website, the Services, or any of its Services related products (including third party material and advertisements on the Website);
(c) costs incurred as a result of you using the Website, the Services or any of the products of Holocentric; and
(d) the Services or operation in respect to links which are provided for your convenience.
8.4 You acknowledge that the Holocentric Website and the Services are only intended to facilitate interactions between the Receiver and Holocentric and does not offer any services other than the Services, and Holocentric holds no liability to you as a result of any conduct of the Members or the misuse of Your Content by any party (including other Members).
9. Limitation of Liability
9.1 Holocentric's total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.
9.2 You expressly understand and agree that Holocentric, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.
9.3 You acknowledge and agree that Holocentric holds no liability for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you as a result of providing Your Content to the Website.
10. Termination of Contract
10.1 If you want to terminate the Terms, you may do so by providing Holocentric with 14 days' notice of your intention to terminate by sending notice of your intention to terminate to Holocentric via the 'Contact Us' link on our homepage.
10.2 Holocentric may at any time, terminate the Terms with you if:
(a) you have breached any provision of the Terms;
(b) Holocentric is required to do so by law;
(c) Holocentric is transitioning to no longer providing the Services to Members in the country in which you are resident or from which you use the service; or
(d) the provision of the Services to you by Holocentric is, in the opinion of Holocentric, no longer commercial viable.
10.3 Subject to local applicable laws, Holocentric reserves the right to discontinue or cancel your membership at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Holocentric's name or reputation or violates the rights of those of another party.
10.4 Upon expiry or termination of these Terms Holocentric may permanently delete your account and all the data associated with it.
10.5. Clauses 4,5, 8, 9, 10.4, 10.5, 11, 12, 13 and 14 (and your obligation to pay us any amounts owing) survive expiry or termination of these Terms.
11.1 You agree to indemnify Holocentric, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:
(a) all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with Your Content;
(b) any direct or indirect consequences of you accessing, using or transacting on the Website or Services or attempts to do so; and/or
(c) any breach of the Terms.
12. Dispute Resolution
If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
A party to the Terms claiming a dispute ('Dispute') has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.
On receipt of that notice ('Notice') by that other party, the parties to the Terms ('Parties') must:
(a) Within 14 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or other means upon which they may mutually agree;
(b) If for any reason whatsoever, 14 days later the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Australian Mediation Association or his or her nominee;
(c) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;
(d) The mediation will be held in New South Wales, Australia.
All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.
12.5 Termination of Mediation:
If 14 days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.
13. Venue and Jurisdiction
The Services offered by Holocentric is intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales, Australia.
14. Governing Law
The Terms are governed by the laws of New South Wales, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.
15. Independent Legal Advice
Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.
If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.
17. Free Trial
If you register for a free trial, we will make the applicable Subscription Service available to you on a trial basis free of charge until the earlier of
(a) the end of the free trial period (if not terminated earlier) or
(b) the start date of your paid subscription. Unless you purchase a subscription to the applicable Subscription Service before the end of the free trial, all of your data in the Subscription Service may be permanently deleted at the end of the trial, and we will not recover it. If we include additional terms and conditions on the trial registration web page, those will apply as well.
Last Updated: November 2021