Terms and conditions
TERMS AND CONDITIONS:
In this document, unless the context otherwise requires:
1.1 ‘Contract’ means any contract or agreement, whether formal or informal, written, oral or partly written and partly oral, formed between the Client and ST.
1.2 ‘Client’ refers to the individual, business, partnership or company entering into the Contract with ST, and includes the Client receiving the Goods and/or Services as agent of any entity.
1.3 ‘Goods’ refers to workbooks, journals, videos, e-books, hardcopy books, meditation materials, audio recordings, digital meditation downloads, and artwork in the form of digital downloads, and other products in connection with the Services supplied by ST to the Client pursuant to a Contract.
1.4 ‘Goods and/or Services’ refers to any goods supplied by ST to the Client pursuant to a Contract and/or any services supplied by ST to the Client pursuant to a Contract.
1.5 ‘ST’ means Suzanne Tempel, and/or any company she is representing such as Tempel S. Trading BV with company number (KVK) 34 10 83 32 and PITACO with company number (KVK) 24 44 61 56.
1.6 “Law” means legislation, regulations, by-laws, or standards in relation to the Goods and/or Services, and any orders made by any governmental or other public body, statutory authority, local authority or other authority of any kind having authority or jurisdiction over or in relation to the Goods and/or Services.
1.7 ‘Notice’ refers to a notice in accordance with clause 15.
1.8 ‘Party’ means each party to the Contract, including ST and the Client, and ‘Parties’ has a corresponding meaning.
1.9 ‘PayPal’ means PayPal (Europe) S.à.r.l. et Cie, S.C.A. – Luxemburg
1.10 ‘TransferWise’ means TransferWise Europe NV/SA incorporated under the law of Belgium with company number 0713.629.988
1.11 ‘Stripe’ means Stripe Payments Europe, Ltd.
1.12 ‘Price’ has the meaning stated in clause 9.1.
1.13 ‘Specified Prices” means the prices specified for the Goods and/or Services as stated on ST’s websites www.suzannetempel.com and / or www.soulwell.academy and as amended by ST from time to time.
1.14 ‘Services’ means spiritual development courses, self-development courses, coaching, coaching calls, one-one coaching sessions, readings and healing provided by ST to the Client pursuant to a Contract.
1.15 ‘Terms and Conditions’ means the terms and conditions set out herein subject to any amendments expressly made by ST pursuant to clause 16.1.
2.1. Any Contract between the Client and ST shall be upon these Terms and Conditions and shall be read in conjunction with these Terms and Conditions. These Terms and Conditions shall operate to the exclusion of any terms or conditions to the contrary effect expressed in or implied by any of ST’s quotes, any document forming part of a Client enquiry, specification, order or agreement, or other documentation, and shall supersede all prior agreements.
2.2. The continued operation of these Terms and Conditions shall not be affected by any repudiation of any Contract or transaction relating to the supply of Goods and/or Services between ST and the Client.
- SUPPLY OF GOODS AND/OR SERVICES
3.1. ST agrees to provide the Goods and/or Services to the Client subject to these Terms and Conditions. These Terms and Conditions apply in respect of all Contracts, offers to sell, quotes and other commercial transactions for the supply of Goods and/or Services by ST to the Client.
- ASSUMPTION OF RISKS
4.1. The Client acknowledges and agrees that no results of the Services are guaranteed, and that any recommendation, advice, opinion, or insight provided by ST:
4.1.1. will not be relied on by the Client;
4.1.2. does not constitute personal, legal, financial, accounting, psychological, medical, or other professional advice.
4.2. The Client accepts sole responsibility for:
4.2.1. her personal, physical, mental, emotional, and spiritual development, growth, and healing;
4.2.2. any acts or omissions as a result of, in reliance upon, or in connection with the Goods and/or Services, including but not limited to any decision, recommendation, advice, or conclusion;
4.2.3. any and all risks associated with the Goods and/or Services.
4.3. The Client accepts any and all liability for any loss, damage, expense, or injury, that the Client may suffer as a result of the Goods and/or Services, due to any cause whatsoever, including but not limited to negligence, breach of contract, or breach of any statutory or other duty of care on the part of ST.
- LIABILITY FOR ADVICE
5.1. ST is only liable for expert advice which is:
5.1.1. within the scope of the Contract;
5.1.2. in writing; and
5.1.3. accompanied by a written confirmation stating that ST is qualified to give the advice.
5.2. The Client acknowledges that ST is not able to provide expert advice outside the scope of the Contract.
5.3. ST is not liable for any advice or assistance given in good faith, but which she is not contractually bound to provide and which does not fit the criteria set out in clause 5.1.
- NO WARRANTY
6.1. Except as provided in these Terms and Conditions, all express and implied warranties, guaranties and conditions under statute or general law as to merchantability, description, quality, suitability or fitness of the
Goods and/or Services for any purpose or otherwise are expressly excluded.
6.2. Without limiting the generality of clause 7.1, ST will not be liable in any circumstances for any loss or damage whatsoever allegedly incurred and arising out of any:
6.2.1. Conditions, warranties, and terms implied by statute or general law or custom except any implied condition or warranty the exclusion of which would contravene any statute or cause this clause to be void;
6.2.2. Alleged liability to the Client in contract for consequential or indirect damages arising out of or in connection with the provision of the Goods and/or Services or the Contract, even if ST knew they were possible or they were otherwise unforeseeable, including, without limitation lost profits and damages suffered as a result of claims by a third party;
6.2.3. Claims by the Client in negligence for acts or omissions of ST or its employees, agents, or contractors arising out of or in connection with the Contract.
- LIABILITY AND INDEMNITY
7.1. ST shall not be liable to the Client in contract, tort, warranty, strict liability, or any other legal theory for any indirect, consequential, incidental, punitive or exemplary damages, or for any claim for loss of profits and the Client agrees that ST may plead these Terms and Conditions as a bar to any such claims whether they arise at law, in equity, under any statute, regulation, or other legislative instrument, or under any contract, deed, or any other instrument made or approved under any law.
7.2. The Client hereby releases and indemnifies and agrees to keep ST indemnified from any and all costs (including all legal fees and costs) and any other legal or other expenses incurred by it in investigating or defending any action or threatened actions on an indemnity basis), damages, liabilities, penalties, fines, expenses or losses including indirect, incidental, consequential, punitive or exemplary loss or damage (including but not limited to loss of profit), whether resulting from breach of contract, tort, warranty, strict liability, statute or any other legal
theory or otherwise that ST may incur in relation to the Client or any third party, including where the cost, damage, liability, penalty, fine, expense or loss is caused by or contributed to by ST in any way or for any reason whatsoever.
7.3. The Client is liable for all costs and disbursements incurred by ST or its appointed agents on an indemnity basis in recovering payment of any outstanding monies or enforcing its rights under the Contract, including, but not limited to all legal fees and costs and any other legal or other expenses incurred by it in investigating or defending any action or threatened actions.
8.1. All descriptions, specifications, pictures, or drawings of, or associated with, the Goods and/or Services are approximate only. Unless the accuracy of such descriptions, specifications, pictures, or drawings has been confirmed in writing by ST in respect of a particular Contract, the Client cannot claim against ST for any deviation in such descriptions, specifications, pictures, or drawings.
8.2. ST shall not incur any liability, nor shall any right accrue to the Client by reason of any misrepresentation arising from either printing or clerical errors, statements in oral, written or any other form by third parties, or oral statements not confirmed by ST in writing.
8.3. To the fullest extent permitted by law any prior representations, agreements and arrangements, including representations as to the suitability of the Goods and/or Services, and any descriptions, illustrations and material contained in any advertisement, website, catalogue, price list or brochure are excluded from, and do not form part of, the Contract unless specifically stated in the Contract to the contrary.
- PRICE AND PAYMENT
9.1. The Client shall pay to ST the price for the Goods and/or Services as stated in the Specified Prices as at the date the Goods and/or Services are to be supplied and all taxes, credit card fees, delivery fees, handling fees, and other charges in respect of the Goods and/or Services supplied (“the Price”).
9.2. The Client must pay the Price to ST before the Goods and/or Services are supplied.
9.4. The Client warrants that she has read, understands, and agrees to be bound by PayPal’s terms and conditions as stated on the PayPal website (www.paypal.com) as amended from time to time.
9.5 The Client shall make payments to ST via TransferWise on request.
9.6 The Client warrants that she has read, understands, and agrees to be bound by TransferWise’s terms and conditions as stated on the TransferWise website (www.transferwise.com) as amended from time to time.
9.7 The Client shall make payments to ST with credit card, bank-transfer etc. via Stripe on ST’s websites, www.suzannetempel.com and / or www.soulwell.academy or be send an invoice with Stripe payment.
9.8 The Client warrants that she has read, understands, and agrees to be bound by Stripe’s terms and conditions as stated on the Stripe website (www.stripe.com.com) as amended from time to time.
9.9. As a condition precedent to future supplies under the Contract pursuant to which the payments are due or under any other Contract, the Client agrees that payment of the Price must be received by ST from the Client before the Goods and/or Services are supplied, without any set off or deduction.
9.10. Time of payment is of the essence of the Contract.
9.11. ST’s Specified Prices are subject to change without notice to the Client.
9.12. ST reserves the right to vary the terms of payment of the Price for whatsoever reason.
- COSTS RECOVERABLE
10.1. Should the Client default in the payment of any monies due to ST under the Contract, then all monies due to ST shall immediately become due and payable and shall be paid by the Client within 7 days of the date of demand.
10.2. ST shall be entitled to charge the Client interest calculated at 12% per annum on the balance of all overdue accounts from the date of due payment until the date of actual payment.
10.3. Any expenses, costs or disbursements, including debt collection agency fees, commission and any fees paid to ST’s solicitors (on an indemnity basis), incurred by ST in recovering any outstanding monies shall be paid by the Client on an indemnity basis.
10.4. The Client hereby charges and mortgages in favour of ST to secure the repayment of any debt and any monies which may become owed by the Client to ST hereunder and under any Contract all of the Client’s present and future estate and interest in all real property and personal property.
- FORCE MAJEURE
11.1. ST will not be liable for any breach of the Contract due to any matter or thing beyond ST’s control. Furthermore, ST is excused from performing any term, covenant or condition required by the Contract during the time and to the extent that performance is prevented when such performance is prevented wholly or in part by circumstances beyond ST’s control.
- CONFIDENTIALITY AND INTELLECTUAL PROPERTY
12.1. In clause 12.2, ‘Confidential Information’ means information belonging to ST which is not available to the public
12.1.1.ST has indicated is confidential;
12.1.2.would be of commercial value to a competitor of ST;
12.1.3.relates to clients of ST, including lists of clients and their requirements; or
12.1.4.is found in ST’s policies and manuals.
12.2. The Client must:
12.2.1. keep the Confidential Information confidential;
12.2.2. take reasonable steps to ensure that any people employed by the Client do not disclose Confidential Information to a third party;
12.2.3. maintain proper and secure custody of Confidential Information;
12.2.4. not use or reproduce in any form any Confidential Information without the written consent of ST or as required by law; and
12.2.5. take full and adequate measures to ensure that any Confidential Information which comes into their possession is not divulged to any unauthorised person before or after the termination of the Contract.
12.3. In clause 12.4 ‘Intellectual Property’ refers to, but is not limited to, all trade secrets, know how, proprietary information and other data and information relating in any way to the Business and all ideas, improvements, inventions, innovations, processes, products, specifications, methods of manufacture, developments, discoveries, samples, research, technical data, designs, formulas, devices, patterns, concepts, schematic models, diagrams, drawings, flow charts, calculations, delivery systems, source codes, activation codes, pin numbers, plans for new or revised products, compilation of information, work in progress, and any and all revisions, improvements and enhancements relating to any of the trade secrets, know how, proprietary information and other data and information relating in any way to the Goods and/or Services.
12.4. All Intellectual Property provided, developed, or produced under or in connection with the Contract will be the property of ST. ST grants a limited use, non exclusive licence of Intellectual Property provided, developed, or produced under or in connection with the Contract to the Client.
12.5. Clauses 12.1 to 12.4 shall survive any termination of the Contract.
13.1. If the Client defaults in the due and punctual observance of all or any of its obligations or covenants under the Contract or these Terms and Conditions, dies, commits an act of bankruptcy, takes or shall have taken against it any action for its winding up, is placed under official management, administration or receivership, then ST may without prejudice to any other right or remedies it has:
13.1.1. treat as discharged all or any obligation arising from any Contract;
13.1.2. retain any security given or monies paid by the Client and apply this in reduction of any sum of money owed or owing by the Client to ST; and
13.1.3. take such steps as ST may deem necessary in its sole discretion to mitigate its damages suffered.
13.2. In addition to any other rights under the Agreement, ST may terminate the Contract by notice in writing to the Client immediately upon any one of the following events:
13.2.1. Any deliberate and substantial prevention of or interference with the provision of the Goods and/or Services or progress thereof caused by the Client whether directly or indirectly;
13.2.2. Substantial damage to or interference with the provision of the Goods and/or Services by any cause beyond the control of ST including (but without limiting in any way the generality thereof) water, flood, fire, storm tempest, rioting, earthquake, civil commotion or industrial action;
13.2.3. Any substantial breach of the Contract or these Terms and Conditions by the Client;
13.2.4. If the Client shall make any assignment for the benefit of or enter into any arrangement or composition with its creditors or go into liquidation (whether voluntary or compulsory except for the purpose of reconstruction or amalgamation) or have a receiver appointed or commit an act of bankruptcy or if a sequestration order is made against the Client’s estate;
13.2.5. Any failure by the Client for 7 days after the due date hereof to pay any part of the Price.
13.3. If the Contract is terminated, the Client shall pay ST for all Goods and/or Services provided by ST, all work done by ST, and all goods or materials used or procured by ST and properly chargeable to the date of termination.
- ASSIGNMENT AND SUBCONTRACTING
14.1. ST may:
14.1.1.assign, sub-contract or sub-let any part of the Contract or the Goods and/or Services; and
14.1.2.transfer or assign to any person or corporation the whole or any part of the Client’s liabilities and obligations to ST under any Contract, without seeking the consent of the Client.
14.2. The Client may not assign, sub-contract or sub-let any part of the Contract, or any of its rights, liabilities, or obligations under any Contract, without the prior written consent of ST.
15.1. A Party must give any notice required under these Terms and Conditions or the Contract in accordance with this clause 15.
15.2. A party must address a notice to the other party at its address set out in the Contract and must serve the notice at that address. A party may give notice of another address (within The Netherlands) or electronic mail address to the other party and the new address or electronic mail address shall be the address for service of the party for the purposes of this clause.
15.3. A party may deliver a notice by hand, post, or by electronic mail. A party must give any notice in the DUTCH language and in writing.
15.4. If before 4 pm local time in the place of delivery, a party delivers a notice by hand or by electronic mail and the sending party completes the transmission, the notice will be taken to be given on the day of delivery or transmission, and in any other case on the next day.
15.5. If the party gives notice by post the notice will be taken as given on the 7th day in the place of delivery after the notice is posted.
16.1. From time to time, ST may review and amend these Terms and Conditions and the Client shall be bound by any amendment which shall apply to the supply of any Goods and/or Services following the effective date of the amendment.
Waiver and Severance
16.2. Any waiver by ST must be in writing signed by ST. Failure by ST to enforce any right or remedy is not a waiver of any right or remedy, or a waiver in respect of a continuing breach.
16.3. If any provision contained in these Terms and Conditions is held by a court to be unlawful, invalid or unenforceable, the validity and enforceability of the remaining provisions in these Terms and Conditions are not affected.
Governing Law and Jurisdiction
16.4. These Terms and Conditions and all Contracts are governed and is to be construed in accordance with the laws in force in the Netherlands.
16.5. These Terms and Conditions and all Contracts are subject to the exclusive jurisdiction of the courts of The Netherlands.
16.6. In these Terms and Conditions, unless the context otherwise requires:
16.6.1. the singular includes the plural and vice versa;
16.6.2. a reference to an individual or person includes a corporation, partnership, joint venture, association, authority, trust, state or government and vice versa;
16.6.3. a reference to any gender includes all genders;
16.6.4. a reference to a recital, clause or schedule is to a recital, clause or schedule of or to these Terms and Conditions;
16.6.5. a reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions) as amended, novated, restated or replaced from time to time;
16.6.6. a reference to a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute;
16.6.7. a reference to a body, other than a Party to the Contract (including, without limitation, an institute, association or authority), whether statutory or not:
16.6.8. If a party comprises two or more persons, the covenants and Contracts on their part bind and shall be observed and performed by them jointly and each of them severally and may be enforced against any one or any two or more of them;
16.6.9. A reference to a party includes its executors, administrators, successors and permitted assigns;
16.6.10. No provision of these Terms and Conditions will be construed adversely to a Party solely on the ground that the Party was responsible for the preparation of these Terms and Conditions or that provision;
16.6.11. Where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
16.6.12. All references to €, Eu, Euro, E, or to currency are references to Euro’s;
16.6.13. “Including” and similar expressions are not and must not be treated as words of limitation; and
16.6.14. Headings are for ease of reference only and do not affect the meaning of these Terms and Conditions.
- RECEIPT AND ADVICE
17.1. The Client hereby acknowledges receipt of these Terms and Conditions and agree to be bound by them. The Client accepts these Terms and Conditions in acknowledgement that they are legally binding and presently enforceable. The Client further acknowledges that the Client has had the opportunity of obtaining independent legal advice and that the Client understands the Terms and Conditions above.