Terms and Conditions

Umeco Terms and Conditions

Community Membership T’s and C’s
Website T’s And C’s
Marketplace T’s and Cs’
Marketplace Vendor T’s and C’s
Generative AI Content Usage T’s and C’s

Community Membership Terms and Conditions

CL 1. Membership General Terms

1.1. The Umeco Community Membership (the ‘Membership’) gives you access to the Membership Services (the ‘Services’) outlined on the Community Membership Page on the Umeco Website (the ‘Membership Page’) and within these Membership Terms (the ‘Terms’).

1.2. The Membership and associated Services are offered by Ume Co Pty Ltd (ACN: 644 719 282) t/a Umeco. By continuing to apply for a Membership after reading these Terms, you are deemed to 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, or any of Services, immediately.

1.3. The Services include a range of content, special offers and other benefits available to you via the Umeco Marketplace (the ‘Marketplace’) and Umeco Community (the ‘Community), the Website and direct communication between Umeco and you.

1.4. Umeco reserves the right to change any features, content or services related to the Membership without notice to you in order to improve the quality of the Membership offered to you or for any other reason, as its sole discretion.

1.5. Once Your Membership is accepted by Umeco, this Agreement, the Website Terms and Conditions, Marketplace Terms and Conditions and Privacy Policy found in the Umeco website footer as each amended from time to time will govern your continued Membership and use of the Services.

1.6. Discovery Calls: As a new member you have the option to book a complimentary discovery call with a Umeco Team Member. The following conditions apply to the booking of discovery calls:

Cancellation Policy: If you would like to cancel or reschedule your online discovery call, please get in touch with us at least 24 hours before the scheduled time. This will allow others to use this time slot.
Confidentiality: We understand that the information you share with us during the online discovery call is confidential. We will not share your information with any third party without your consent.
Disclaimer: The online discovery call is for informational purposes only. We do not provide any legal, financial, or medical advice. Any decisions you make based on the information provided during the call are solely your responsibility.

CL 2. Registration for Community Membership

2.1. In order to become a member, you must first register for an account through the Membership Page on Ume Co Pty Ltd’s Website (the ‘Account‘).

2.2. As part of the registration process, or as part of your continued use of the Community Services, you may be required to provide personal information about yourself (such as identification or contact details), including:

(a) Preferred Username

(b) Name

(d) Postal & physical address details

(e) Employment experience

(f) Employment interests

(g) Payment details

(h) And other relevant personal and employment information.

2.3. You warrant that any information you give to Umeco in the course of completing the registration process will always be accurate, correct and up to date.

2.4. Once you have completed the registration process, and your Membership is accepted, you will be a registered member of the Website and agree to be bound by the Terms (a ‘Member‘).

2.5. As part of your Community Membership, you will be given access to the Umeco Marketplace which is subject to the Website Terms and Conditions and Marketplace Terms and Conditions found in the Info section of the footer on the Umeco website.

2.6. During the onboarding process, you will be given the option of creating an professional profile/resume (‘Employee Profile’). If you do so, any information you provide will be displayed to employers (‘Employers’) that have registered to advertise job listings on the Website. If you choose to do so, the process includes creating a public profile to be viewed by prospective Employers.

2.7. Umeco reserves the right to reject a membership purchase for any reason. After purchase of a membership you will receive a confirmation e-mail on receipt of your completed application and payment.

2.8. You may not use the Services and may not accept the Terms if:

(a) you are not of legal age to form a binding contract with Umeco; or

(b) you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services.

CL 3. Membership Inclusions

3.1. Umeco offers a Free Membership Level, (Freemium) which allows members to access to the Umeco Platform and view all offers and purchase tickets to select events, participate in news feeds and forums, purchase learning experiences and marketplace offerings.

3.2. Umeco offers a Umeco Community Membership package (Community) for introductory price of $29.95/month. Normal price is $45.00/month. Yearly memberships attract 2 free months. Umeco Community Membership package offers various inclusions as follows:

(a) Access to Umeco Online Community Platform which is curated and free from external advertising.

(b) Opportunity to create and edit your own Membership Profile.

(d) One free Circle of Connection session.

(e) Access to all Umeco Events for Free. Other Umeco Members may charge for their Events.

(f) Access to the Umeco Content Library.

(g) Access to Umeco Learning Centre;

(h) Permanent Umeco Marketplace Member Discount;

(i) Access to Umeco Members and Company Directory;

(j) Access to view and apply for jobs listed in the Umeco Job Centre;

(k) Participate in shaping the Umeco Foundation;

(l) Comfort knowing that Umeco will not sell your data to external companies;

(m) 14 days free membership

3.3. Umeco offers a Umeco Pro (Pro) Membership for introductory price of $44.95/month. Normal price is $90.00 per month. Yearly Memberships attract 2 free months. Umeco Pro Membership package offers various inclusions as follows:

(a) All Umeco Community Membership inclusions as above, plus;

(b) List and sell your offerings in the Umeco Marketplace;

(d) Publish your own original and unique content on the Umeco Content Library;

(e) List and facilitate your own Groups on the Umeco Community Platform;

(f) List and facilitate your own Events on the Umeco Community Platform;

Note: 14 Days free does not apply for this membership level.

3.4. Umeco offers a Recruiter Membership (Recruiter) for $300.00 per month. Yearly Memberships attract 2 free months. Umeco Recruiter Membership package offers various inclusions as follows:

(a) All Umeco Pro Membership inclusions and exclusions, plus;

(b) Unlimited listing and editing of your own Job Listings in Umeco Job Centre.

Please refer to section 4 for details on Marketplace Commissions.

3.5. You will be given the opportunity to purchase the additional membership inclusions (‘Membership Add-ons’) with prices as follows: Circle of Connection Membership Add On for an additional introductory price of $49.95/month. Normal price is $100.00 per month. Yearly Memberships attract 2 free months. The Umeco Circle of Connection Add On membership has the following inclusions:

(i) Access to a Umeco Circle of Connection carefully selected to meet your current and future needs;

(ii) Includes 1 facilitated Circle of Connection session per month.

3.6. For a full list of inclusions please see the information on the Umeco Membership page.

3.7. For a limited time, Umeco is offering a Umeco Pro Pilot Membership. The Umeco Pro Pilot Membership is available to the first 25 individuals who sign up for a Umeco Pro Membership and includes the following:

(a) Access to Umeco Recruiter Membership and Circle of Connection Add-on free of charge for 90 days from the date of registration;

(b) Once the 90 day period has expired, you will be given the opportunity to continue with the any combination of Umeco Membership and Add-ons at the regular prices.

3.8. Umeco reserves the right to limit participation in the Umeco Pro Pilot Membership at any time.

3.9. All inclusions are subject to change and are offered at the sole discretion of Umeco.

3.10. All exclusions are subject to change and are listed at the sole discretion of Umeco.

CL 4. Umeco Pro Membership Marketplace Seller Commissions

If, as a Umeco Pro Member, Umeco Pro Pilot Member or Umeco Recruiter Member, you choose to sell your offerings in the Umeco Marketplace, learning experiences in the Umeco Learning Centre or events in the Umeco Events Section, you will be required to pay the required fees as follows and as outlined in the Umeco Marketplace Seller Terms and Conditions:

(a) Umeco Marketplace Fee: 10.5% of net turnover per transaction (including any applicable GST, freight and any customised content, gift wrapping etc.) after any discounts have been applied;

(b) Cooperative Advertising Fee: 5% of net turnover per transaction (including any applicable GST, freight and any customised content, gift wrapping etc.) after any discounts have been applied;

(c) Umeco Foundations Fee: 1% of net turnover per transaction (including any applicable GST, freight and any customised content, gift wrapping etc.) after any discounts have been applied.

CL 5. Membership Fees

5.1. You agree to pay Umeco the monthly Membership Fees set out as on the Membership Page.

5.2. Membership Add-on fees will be included in your monthly Membership Fee.

5.3. Unless otherwise stated, all amounts are listed in Australian Dollars (AUD) and are GST inclusive, being goods and services tax as defined in A New Tax System (Goods and Services Tax) Act 1999, inclusive amounts.

5.4. You agree and acknowledge that Umeco can vary the Membership Fee at any time by providing advanced notice to you.

CL 6. Payment

6.1. Membership Fees are automatically billed on a monthly basis and will be charged to the same payment method supplied at registration.

6.2. You can cancel your Membership at any time by following the procedure outlined in clause 13.1.

6.3. All payments made in the course of your use of the Services are made using Stripe. When making any payment in relation to your use of the Services, you warrant that you have read, understood and agree to be bound by Stripe terms and conditions which are available on their website.

6.4. You acknowledge and agree that where a request for the payment of the Services Fee is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the Services Fee.

CL 7. Member Conduct and Obligations

7.1. As a Member, you expressly agree that you will not, through any means:

(a) deceive or mislead any Employer or Member or provide them with misleading or false information about you or your work experience; or

(b) harm, harass, hassle or abuse any Employer or Member; or

(d) act in an unlawful, abusive, defamatory, discriminatory or otherwise objectionable manner; or

(e) infringe the intellectual property or privacy rights of any Member, Employer or any third-party.

7.2. Umeco, at its discretion, reserves the right to remove, edit or alter any content created by you on the Website.

7.3. Umeco retains the right to disable your Account or deny you access to the Community Services at any time.

7.4. As a Member, you agree to comply with the following:

(a) you will use the Community Services only for purposes that are permitted by the Terms; and any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;

(b) you have the 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 Community Services;

(c) any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify Umeco of any unauthorised use of your password or email address or any breach of security of which you have become aware;

(d) 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 Umeco providing the Community Services;

(e) you will not use the Community Services or the Website in connection with any commercial endeavours except those that are specifically endorsed or approved by the management of Umeco;

(f) you will not use the Community Services or Website for any illegal and/or unauthorised use which includes collecting email addresses of Members or Employers by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Website;

(g) you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Website without notice and may result in termination of the Community Services. Appropriate legal action will be taken by Umeco for any illegal or unauthorised use of the Website; and

(h) you acknowledge and agree that any automated use of the Website or its Community Services is prohibited.

CL 8. Job Vacancy and Employer Disclaimer

8.1. You agree that Umeco gives no guarantee to you of the continued availability of any particular job advertised on the Website and will not be liable to you should an Employer have filled the vacancy at any time prior to removal of the Job Listing from the Website.

8.2. Umeco does not guarantee the validity of a job offer and cautions you to verify the validity of any job. You are solely responsible for verifying the accuracy of any Employer or job offer.

8.3. Should you choose to utilise Umeco’s Services to find employment, you expressly agree that Umeco is not responsible or liable for the actions of any Employer prior to, during or after your employment.

CL 9. Member Created Content

9.1. If you choose to contribute any content to the Website, through your use of the Website or through your participation in events or other Services, you are solely responsible for it. This includes text, messages to other Members, photos, videos and links (‘Your Content’).

9.2. By contributing content to the Community, you grant Umeco a royalty-free, non-exclusive license to use Your Content in any way that it chooses. This may include the use of your photos or video on other parts of the Website or social media accounts held by Umeco or within any other advertising or promotional content including but not limited to television and print media.

9.3. You confirm you own or have the right to use any copyright material included in Your Content (including music, photos, quotes and excerpts of audio or video), that you have permission of anyone appearing or performing in Your Content and that you are not infringing any third-party rights by submitting the content to Umeco. You also confirm you have, where appropriate, sought the consent of the parent or guardian of any person under the age of 18 who is featured in Your Content.

9.4. Please ensure you keep your own copies of Your Content as Umeco may not archive, store or back-up Your Content nor continue to make Your Content accessible online.

9.5. Umeco will endeavour to provide you with an appropriate credit when using Your Content on Umeco platforms, though you understand and agree this may not always be possible.

CL 10. Intellectual Property Rights

10.1. You acknowledge and agree that Umeco’ name, services, and any logos, designs, text, graphics, software, content, files, materials, and any other intellectual property rights contained therein, including without limitation, any copyrights, patents, trademarks, proprietary or other rights arising thereof, are owned by Umeco or its affiliates, licensors, or suppliers whether displayed on the Website, membership site, social media accounts or on any other related platform.

10.2. You hereby indemnify, and agree to keep indemnified, Umeco against all liability, losses or expenses incurred by Umeco in relation to or in any way directly or indirectly connected with any breach of intellectual property rights of Umeco or any third party by you or your agents.

10.3. In the event of failure to seek and be granted permission to share or distribute any content in the Services, including that created by other Members, Umeco has the right to terminate your Membership and take further action as may be appropriate to protect any and all intellectual property rights Umeco has in content.

10.4. For any Services which enable you to use any software, content, equipment or other physical or non-physical materials owned or licensed by Umeco, Umeco grants you a limited, revocable, non-exclusive, non-sub licensable, non-transferable license to access and use the specific Services, and any related software, content, equipment or other materials for your specific, non-commercial use only.

CL 11. Umeco Workwell Survey (previously Umeco Index (UiX) Survey)

11.1. Umeco offers a survey to all Members titled the Umeco Workwell Survey upon registration and at any time following registration.

11.2. Umeco does not guarantee that the Umeco Workwell Survey is evidence based or that by participating in the survey you will received job opportunities or employment, tailored products and services or a specific result. You are solely responsible for creating and implementing your own career, mental and emotional well-being, decisions, choices, actions and results arising out of or resulting from the Umeco Workwell Survey and interactions with Umeco. As such, you agree that Umeco is not and will not be liable or responsible for any actions or inaction, or for any direct or indirect result of the Umeco Workwell Survey provided by Umeco.

11.3. You agree that any personal information you provide while participating in the Umeco Workwell Survey will be collected, used and held in accordance with the Umeco Privacy Policy found on the Website.

11.4. You agree that any information you provide while participating in the Umeco Workwell Survey can be used by Umeco in any way that it chooses. This may include the use of your questions and responses on other parts of the Website, advertising, promotions or social media accounts held by Umeco. Umeco is also able to use the information you provide to make you aware of new and additional products, services and opportunities available to you.

CL 12. Cancellation and Termination of this Agreement

12.1. You may cancel your Membership by providing written notice to Umeco, by giving written notice to umeco@umeco.au

12.2. If terminated, your Membership will continue until the next billing cycle.

12.3. Once paid, the monthly Membership Fees are non-refundable.

For Umeco

12.4. Umeco may terminate your Membership for any breach of this Agreement by providing 7 days’ written notice to you by email. At Umeco’ discretion, Umeco may allow you to remedy the breach within 3 days’ notice, or another time-frame as Umeco nominates, and in being satisfied with the remedy of the breach by you, Umeco will not terminate your Membership.

For You

12.5. You may terminate this Agreement for a breach by Umeco of this Agreement by providing 7 days’ written notice of the breach to Umeco. During the 7 day notice period, Umeco reserves the right to remedy the breach. If Umeco remedies the breach which was the cause of the notice, the Agreement will not be terminated.

CL 13. Third Party Services and Affiliate Link Disclosure

13.1. The Services may integrate, be integrated into, or be provided in connection with third-party websites, services, content, and/or materials (“Third-Party Services”). Umeco does not control any Third-Party Services. Umeco additionally makes no claim or representation regarding the Third-Party Services and accepts no responsibility for, the quality, content, nature, or reliability of Third-Party Services accessible from the Website, applications, software or any other element of the Services. There is no implied affiliation, endorsement, or adoption by you of these Third-Party Services and Umeco shall not be responsible for any content provided on or through these Third-Party Services. You should read the terms of use and legal Agreements that apply to these Third-Party Services.

13.2. Umeco may receive compensation for recommendations made in reference to the products or services on the Website.

13.3. This compensation may be in the form of money, services, products, discounts, or special access and could exist without any action from a website visitor. Should you purchase a product or service that was recommended and/or linked on the Website, it is understood that some form of compensation may be made to Umeco by the owners of that product or service.

CL 14. Liability

14.1. You agree that Umeco offers the Services with no guarantee of results of any kind. You agree that any results that occur during the delivery of the Services, whether positive or negative for you, are the effects of your choices.

14.2. Umeco’ total liability arising out of or in connection with the Membership and 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.

14.3. You expressly understand and agree that Umeco, 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.

14.4. You agree and understand that any and all information or guidance provided to you by or on behalf of Umeco, is provided as general in nature and you should seek the advice of experts should you intend to rely on information.

CL 15. Information Disclaimer

15.1. Any information, advice, content or documentation provided through the Services, including in the associated blog, on the Website, social media accounts or on any other related platform do not constitute professional, financial, business or other advice, and are provided for general information and guidance purposes only. This includes information, guidance or advice provided by third-party guests and speakers on the Umeco social media accounts.

15.2. All care is taken in the preparation of the information and published materials in the associated blog, Marketplace, Community, on the Website, social media accounts or on any other related platform. Umeco does not make any representations or give any warranties about its accuracy, reliability, completeness or suitability for any particular purpose.

15.3. To the extent permissible by law, Umeco will not be liable for any expenses, losses, damages (including indirect or consequential damages) or costs which might be incurred as a result of the information being inaccurate or incomplete in any way and for any reason or your reliance on the information, advice or documentation in the associated blog, on the Website, social media accounts or on any other related platform.

CL 16. Force Majeure

16.1. If circumstances beyond Umeco’s control prevent or hinder its provision of the Services, Umeco is free from any obligation to provide the Products or fulfil your order while those circumstances continue. Umeco may elect to terminate this agreement or keep the agreement on foot until such circumstances have ceased.

16.2. Circumstances beyond Umeco’s control include, but are not limited to, unavailability of materials or components, pandemics, strikes, lockouts, riots, natural disasters, fire, war, acts of God, Government decrees, proclamations or orders, transport difficulties and failures or malfunctions of computers or other information technology systems.

CL 17. Limitation of Liability

17.1. Umeco’ 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.

17.2. You expressly understand and agree that Umeco, 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.

CL 18. Waiver

18.1. A waiver of any right, power or remedy under this Agreement must be in writing signed by the party granting it. A waiver is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.

18.2. The fact that a party fails to do, or delays in doing, something the party is entitled to do under this Agreement does not amount to a waiver.

CL 19. No Partnership or agency

Nothing contained or implied in this Agreement will create or constitute, or be deemed to create or constitute, a partnership between the parties. A party must not act, represent or hold itself out as having authority to act as the agent of or in any way bind or commit the other parties to any obligation.

CL 20. Governing Law & Jurisdiction

20.1. This Agreement is governed by the laws of Victoria, Australia.

20.2. In the event of any dispute arising out of or in relation to the Services, Umeco agrees that the exclusive venue for resolving any dispute shall be in the courts of Australia, situated in Victoria, Australia.

CL 21. Indemnity

21.1. You agree to indemnify Umeco, 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 use of the Services;

(b) any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so; and

CL 22. Dispute Resolution & Mediation

22.1. If a dispute arises out of or relates to the terms of this Agreement, either party may not commence any legal proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

22.2. A party to this Agreement claiming a dispute (the ‘Dispute‘) has arisen under the terms of this Agreement, 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 (the ‘Notice‘).

22.3. On receipt of the Notice by the other party, the parties to this Agreement (the ‘Parties‘) must within seven days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree.

22.4. If for any reason whatsoever, 21 days after 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 Independent Third Party as agreed or his or her nominee and attend a mediation.

22.5. It is agreed that mediation will be held in Victoria, Australia.

22.6. 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.

22.7. All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the fullest extent possible, must be treated as “without prejudice” negotiations.

22.8. If 30 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.

22.9. In the event that the Dispute is not resolved at the conclusion of the mediation, either party may institute legal proceedings concerning the subject matter of the Dispute thereafter.

CL 23. Severance

Any provision of this Agreement, which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforce ability of such provisions in any other jurisdiction.

CL 24. Assignment

Umeco does not agree to you to delegating, assigning, novating and/or subcontracting any obligations pursuant to this Agreement to any person or party without its prior written consent.

CL 25. Entire Agreement and Modifications

Both you and Umeco confirm and acknowledge that:

This Agreement shall constitute the entire Agreement between you and Umeco and shall supersede and override all previous communications, either oral or written, between the parties;
No Agreement or understanding varying or extending this Agreement shall be binding upon any party unless arising out of the specific provisions of this Agreement; and
If, for whatever reason, there is inconsistency between this Agreement and any other Agreement, this Agreement shall prevail.

Website Terms and Conditions

CL 1. About the Website

1.1. Welcome to www.umeco.au (the ‘Website’), an online marketplace (the ‘Marketplace’) and community (‘Community’) that seek to promote and support individuals in their work pursuits. The Website provides you with an opportunity to browse and purchase various products and services that have been listed for sale through Umeco Marketplace (the ‘Products’), as well as access services within Umeco Community (‘Community Services’). The Website provides this service by way of granting you access to the content on the Website, including the Marketplace and Community (the ‘Website Services’).

1.2. The Website is operated by Ume Co Pty Ltd (ACN: 644 719 282) t/a Umeco. Access to and use of the Website, or any of its associated services is provided by Umeco. Please read these terms and conditions (the ‘Terms’) carefully. By using, browsing and/or reading the Website, 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, or any of its products or Services, immediately.

1.3. Umeco reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Umeco 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.

CL 2. Acceptance of the Terms

You accept the Terms by registering for the Website Services and/or making any payment as required under the Terms for use of the Website 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 Umeco in the user interface.

Cl 3. Umeco Community

3.1. Selected Community Services are viewable on the Community Website without an account. A Free Membership account (Freemium) as a minimum is required to purchase Events, Learning Courses and Marketplace Offerings listed on the Umeco Website. However, a Community Membership, Umeco Pro Membership, Recruiter Membership or Umeco Pro Pilot Membership (‘Membership’) is required to access the majority of the Community Services, member benefits and exclusive sections of the Website (‘Community Benefits’).

CL 4. Umeco Marketplace

4.1. The Umeco Marketplace includes the Umeco Events Section, Umeco Learning Centre and Umeco Markeplace section.

4.2. The Marketplace is accessible via the Umeco website. When making a purchase you agree to abide by the Marketplace Terms and Conditions. A link to the Marketplace Terms and Conditions can be found in the footer section of the Umeco website.

4.3. To make purchases and browse the Marketplace you must create at a minimum a Umeco Free Membership.

CL 5. Purchasing in the Umeco Marketplaces

5.1. A minimum of a Umeco Free Membership is required to purchase offerings in the Umeco Marketplaces

5.2. As part of the purchase process, or as part of your continued use of the Website Services, you may be required to provide personal information about yourself (such as identification or contact details), including:

(a) Email address

(b) Full name

5.3. You warrant that any information you give to Umeco in the course of purchasing items will always be accurate, correct and up to date.

5.6 You may not use the Website Services and may not accept the Terms if:

(a) you are not of legal age to form a binding contract with Umeco; or

(b) you are a person barred from receiving the Website Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Website Services.

CL 6. Your obligations as a Purchaser in the Umeco Marketplace

6.1. As a Marketplace purchaser, you agree to comply with the following:

(a) you will use the Website 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;

(d) 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 Umeco providing the Website Services;

(e) you will not use the Website Services or the Website in connection with any commercial endeavours except those that are specifically endorsed or approved by the management of Umeco;

(f) you will not use the Website Services or Website for any illegal and/or unauthorised use which includes collecting email addresses of Marketplace Account Holders by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Website;

(g) you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Website without notice and may result in termination of the Website Services. Appropriate legal action will be taken by Umeco for any illegal or unauthorised use of the Website; and

(h) you acknowledge and agree that any automated use of the Website or its Services is prohibited.

CL 7. Copyright and Intellectual Property

7.1. The Website, the Website Services and all of the related products of Umeco are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Website 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 or controlled for these purposes, and are reserved by Umeco or its contributors.

7.2. All trademarks, service marks and trade names are owned, registered and/or licensed by Umeco, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a Member to:

(a) use the Website pursuant to the Terms;

(b) copy and store the Website and the material contained in the Website in your device’s cache memory; and

(c) print pages from the Website for your own personal and non-commercial use. Umeco does not grant you any other rights whatsoever in relation to the Website or the Website Services. All other rights are expressly reserved by Umeco.

7.3. Umeco retains all rights, title and interest in and to the Website and all related Services. Nothing you do on or in relation to the Website will transfer any:

(a) business name, trading name, domain name, trademark, industrial design, patent, registered design or copyright, or

(b) a right to use or exploit a business name, trading name, domain name, trademark or industrial design, or

(c) a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process), to you.

7.4. You may not, without the prior written permission of Umeco and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Website Services or third party Services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Website, which are freely available for re-use or are in the public domain.

CL 8. Privacy

Umeco takes your privacy seriously and any information provided through your use of the Website and/or Website Services are subject to Umeco ‘s Privacy Policy, which is available on the Website.

CL 9. General Disclaimer

9.1. You acknowledge that Umeco does not make any terms, guarantees, warranties, representations or conditions whatsoever regarding the Website Services other than provided for pursuant to these Terms.

9.2. Nothing in these 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.

9.3. 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 these Terms are excluded; and

(b) Umeco 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 Website Services or these Terms (including as a result of not being able to use the Website Services or the late supply of the Website Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

9.4. Use of the Website, the Website Services, and any of the products or services of Umeco is at your own risk. Everything on the Website, the Website Services, and the Products of Umeco, are provided to you on an “as is” and “as available” basis, without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors, third party content providers or licensors of Umeco make any express or implied representation or warranty about its Content or any products or Website Services (including the products or Website Services of Umeco) 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 Purchase Service, or any of its Content related products (including third party material and advertisements on the Website);

(d) the Content or operation in respect to links which are provided for the User’s convenience;

(e) any failure to complete a transaction, or any loss arising from e-commerce transacted on the Website; or

(f) any defamatory, threatening, offensive or unlawful conduct of third parties or publication of any materials relating to or constituting such conduct.

CL 10. Information Disclaimer

10.1. Any information, advice, content or documentation provided through the Website Services, including in the associated blog, podcasts, social media accounts or on any other related platform do not constitute professional, financial, business or other advice, and are provided for general information and guidance purposes only. This includes information, guidance or advice provided by third-party guests and speakers on the Website and social media accounts.

10.2. All care is taken in the preparation of the information and published materials in the associated blog, through the Website Services, social media accounts or on any other related platform. Umeco does not make any representations or give any warranties about its accuracy, reliability, completeness or suitability for any particular purpose.

10.3. To the extent permissible by law, Umeco will not be liable for any expenses, losses, damages (including indirect or consequential damages) or costs which might be incurred as a result of the information being inaccurate or incomplete in any way and for any reason or your reliance on the information, advice or documentation in the associated blog, through the Website Services, social media accounts or on any other related platform.

CL 11. Affiliate Link Disclosure

11.1. Umeco may receive compensation for recommendations made in reference to the products or services on the Website.

11.2. This compensation may be in the form of money, services, products, discounts, or special access and could exist without any action from a Website visitor. Should you purchase a product or service that was recommended and/or linked on the Website, it is understood that some form of compensation may be made to Umeco by the owners of that product or service.

CL 12. User Generated Content

2.1. If you choose to contribute any content to the Website or any other platform operated by Umeco, you are solely responsible for it. This includes comments, reviews, tweets, posts, photos, pictures, images, videos, materials or other user-generated content or information (‘Your Content’).

12.2. By contributing content to the Website, you grant Umeco a royalty-free, non-exclusive license to use Your Content in any way that it chooses. This may include the use of your photos or video on other parts of the Website, advertising, promotions or social media accounts held by Umeco.

12.3. Additionally, if you post your User Content with any personal information including identifying information such as location or name, you agree Umeco can use that information with your User Content for advertising and promotional purposes, or any other business purpose.

12.4. You confirm you own or have the right to use any copyright material included in Your Content (including replies to Umeco social media posts, reviews, music, photos, quotes and excerpts of audio or video), that you have permission of anyone appearing or performing in Your Content and that you are not infringing any third-party rights by submitting the content to Umeco. You also confirm you have, where appropriate, sought the consent of the parent or guardian of any person under the age of 18 who is featured in Your Content.

12.5. Please ensure you keep your own copies of Your Content as Umeco may not archive, store or back-up Your Content nor continue to make Your Content accessible online.

12.6. Umeco will endeavour to provide you with an appropriate credit when using Your Content on Umeco platforms, though you understand and agree this may not always be possible.

12.7. Umeco reserves the right to remove Your Content at any time. Your Content must not be malicious, libellous, false, inaccurate, threatening, abusive, obscene, defamatory or racially, sexually, religiously or otherwise objectionable and offensive.

CL 13. Limitation of Liability

13.1. Umeco’ total liability arising out of or in connection with the Website Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the most recent Purchase Price paid by you under these Terms.

13.2. You expressly understand and agree that Umeco, its affiliates, employees, agents, contributors, third party content providers 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.

13.3. Umeco is not responsible or liable in any manner for any Website content (including the Content and Third Party Content) posted on the Website or in connection with the Website Services, whether posted or caused by users of the website of Umeco, by third parties or by any of the Website Services offered by Umeco.

CL 14. Indemnity

14.1. You agree to indemnify Umeco, its affiliates, employees, agents, contributors, third party content Vendors 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 any Content you post through the Website;

(b) any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so; and/or

CL 15. Venue and Jurisdiction

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 Victoria, Australia.

CL 16. Governing Law

The Terms are governed by the laws of Victoria, 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 Victoria, 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.

CL 17. 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.

CL 18. Severence

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.

Marketplace Terms and Conditions

Thank you for making a purchase through the Umeco Marketplace. These Terms and Conditions govern your purchase.

By clicking “accept” you agree to these Terms and Conditions.

CL 1. Purchase Services

1.1. The Website is operated by Ume Co Pty Ltd (ACN: 644 719 282) t/a Umeco. Access to and use of the Website, or any of its associated Products is provided by Umeco and third party Vendors (the ‘Vendors’).

1.2. The Umeco Marketplace (the ‘Marketplace’) provides you with an opportunity to browse and purchase access to events, learning experiences, products, professional services through unlicensed providers and lifestyle services that have been listed for sale through the Marketplace (the ‘Products’).

CL 2. Acceptance of the Terms

You accept the Terms by registering for the Purchase Services and/or making any payment as required under the Terms for use of the Purchase 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 Umeco in the user interface.

CL 3. Membership

3.1. Umeco provides an opportunity for you to become a Umeco Community Member, Umeco Pro Member, Umeco Pro Pilot Member, or Umeco Recruiter Member, which provides you with a variety of benefits and discounts.

3.2. You are also able to make purchases and browse the Marketplace with a Umeco Free Membership account.

3.3. To learn more please visit the Membership Page found at the Umeco Website and the Membership Terms and Conditions. A link to the Membership Terms and Conditions can be found in the footer of the Umeco Website.

3.4. If you are a Umeco Community Member, Umeco Pro Member, Umeco Recruiter Member or Umeco Pro Pilot Member, a discount will automatically apply at checkout.

CL 4. Payment

4.1. In using the Purchase Services to purchase the Product through the Website, you will agree to the payment of the purchase price listed on the Website for the Product (the ‘Purchase Price’).

4.2. Payment of the Purchase Price may be made through Stripe (the ‘Payment Gateway Provider’).

4.3. In using the Purchase Services, you warrant that you have familiarised yourself with, and agree to be bound by, the applicable Terms and Conditions of Use, Privacy Policy and other relevant legal documentation provided by the Payment Gateway Provider.

4.4. Following payment of the Purchase Price being confirmed by Umeco, you will be issued with a receipt to confirm that the payment has been received and Umeco may record your purchase details for future use.

4.5. Unless otherwise stated, all amounts are listed in Australian Dollars (AUD).

4.6. For Australian based purchases, unless otherwise stated are GST inclusive, being goods and services tax as defined in A New Tax System (Goods and Services Tax) Act 1999, inclusive amounts.

CL 5. Products Sold by Umeco

5.1. Refunds and Returns

(a) Umeco does not provide refunds on any Products. Please keep this in mind when making a purchase.

(b) Umeco wants you to be satisfied with your purchase. Please contact umeco@umeco.au should you wish to discuss any problems with the Product you have received.

5.2. For Event Tickets

(a) If an event is cancelled or rescheduled before the scheduled start date and time, for any reason whatsoever, refunds or partial refunds may be issued. Umeco will communicate with ticket holders directly.

(b) Umeco will not be liable for any loss or damage arising from any cancellation, rescheduling or alteration of an event.

(d) Tickets may be transferred to another individual. To do this you must advise Umeco of the transfer in writing by email to umeco@umeco.au

5.3. Delivery and Licence Information (For Digital Products)

(a) Once you have purchased access to the Product, it will appear for your viewing within your Member dashboard, or if you do not have a Community Account it will appear for your viewing within your Marketplace E-commerce Account dashboard.

(b) When you purchase a Product through the Website, Umeco grants you a limited, revocable, non-exclusive, non-sub licensable, non-transferable license to access and use the specific Product and any related software, content, equipment or other materials for your specific, non-commercial use only (the ‘Licence’).

(c) The Licence is valid for 6 months (‘Licence Term’). This means the Product will be viewable via the download link for 6 months. After this time the Product will expire and you will no longer be able to access the Product.

(d) The Products are intended for use in a single household within the licence Term only. Sharing of your Licence is prohibited. This includes the sharing of any supplemental course materials, booklets, and access to any other aspect of the Product.

5.4. Delivery (For Physical Products)

(a) You acknowledge that the Purchase Services offered by Umeco integrate delivery (the ‘Delivery Services’) through the use of third party delivery companies (the ‘Delivery Service Providers’).
(b) In providing the Purchase Services, Umeco may provide you with a variety of delivery and insurance options offered as part of the Delivery Services by the Delivery Service Providers. You acknowledge and agree that Umeco is not the provider of these delivery and insurance options and merely facilitates your interaction with the Delivery Service Providers in respect to providing the Delivery Services.
(c) In the event that an item is lost or damaged in the course of the Delivery Services, Umeco asks that you:

contact the Delivery Service Provider directly to request a refund or to claim on any insurance options available; and
contact us by sending an email to umeco@umeco.au outlining in what way the Products were damaged in transit so we are able to determine if the Delivery Service Provider should be removed from the Purchase Services.

5.5. Warranty

(a) Umeco’ Products come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure of the Product and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the Products repaired or replaced if the Products fail to be of acceptable quality and the failure does not amount to a major failure (the ‘Warranty’).

CL 6. Products and Service sold by Third Party Vendors

6.1. Sales by Third Party Vendors

(a) The Website facilitates interactions between You and third party Vendors that specialise in the Products (the ‘Vendor’), making it easier for you to purchase, communicate, arrange payment and deliver the Products in a fast and secure manner.

(b) If Products on the Website are being sold by a Vendor, Umeco agrees that this fact will be made clear and the Vendor’s contact information will appear in an accessible manner.

(c) Each time you make a purchase from a Vendor on the Website, you are entering into a contract with the Vendor and Umeco is not a party to the sale. This means that Umeco does not control any aspect of the transaction including the accuracy, quality and content of the Products.

(d) You agree that as an online marketplace, providing a platform for third-party vendors, to the extent permitted by law, Umeco is not responsible for the Vendor’s Products. Umeco makes no warranties or representations regarding Vendor’s Products.

6.2. Third Party Vendor Refund Policy

(a) Since Umeco is only a facilitator in introducing you to the Vendor and providing a system to make safe payment, Umeco does not hold any liability to you directly and will not personally refund you any payments made in the use of Purchase Services.

(b) Notwithstanding the above clause, if you are unsatisfied with the Products provided by the Vendor or believe that you may be entitled to a refund, then Umeco requires you to:

contact the Vendor directly to request a refund; and
if contacting the Vendor is not successful after 14 days, contact Umeco through the ‘Contact Us’ section of the Website outlining why you believe you are entitled to a refund so we are able to determine if the Vendor should be removed from the Services.

6.3. Shipping and Delivery of Third Party Vendor Products

(a) Umeco is not responsible for shipping, or the delivery of any Vendor Product, including digital downloads and digital products.

(b) Each Vendor is responsible for the shipping and delivery of their Products. Any information about shipping or delivery needs to be clarified by the Vendor, and not Umeco.

CL 7. Copyright and Intellectual Property

7.1. The Website, the Services and all of the related products of Umeco are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) 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 or controlled for these purposes, and are reserved by Umeco or its contributors.

(a) use the Website pursuant to the Terms;

(b) copy and store the Website and the material contained in the Website in your device’s cache memory; and

Umeco does not grant you any other rights whatsoever in relation to the Website or the Services. All other rights are expressly reserved by Umeco.

7.3. Umeco retains all rights, title and interest in and to the Website and all related Services. Nothing you do on or in relation to the Website will transfer any:

(a) business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or

(b) a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or

(c) a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process), to you.

7.4. You may not, without the prior written permission of Umeco and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party Services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Website, which are freely available for re-use or are in the public domain.

CL 8. Privacy

Umeco takes your privacy seriously and any information provided through your use of the Website and/or Services are subject to Umeco ‘s Privacy Policy, which is available on the Website.

CL 9. Consumer Guarantees and Warranties (Third-Party Vendor Products)

9.1. Umeco is not responsible, in any way, for defective Products or the quality of the Products sold by Vendors on the Marketplace.

9.2. If you have received a defective Product, or have any issues with the Product, please contact the relevant Vendor directly.

9.3. Any warranties and guarantees are provided by the sole discretion of the relevant Vendor.

CL 10. General Disclaimer

10.1. You acknowledge that Umeco does not make any terms, guarantees, warranties, representations or conditions whatsoever regarding the Products other than provided for pursuant to these Terms.

10.2. Umeco will make every effort to ensure a Product is accurately depicted on the Website, however, you acknowledge that sizes, colours and design may differ from what is displayed on the Website.

10.3. Nothing in these 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.

10.4. 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 these Terms are excluded; and

(b) Umeco 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 Purchase Services or these Terms (including as a result of not being able to use the Purchase Services or the late supply of the Purchase Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

10.5. Use of the Website, the Purchase Services, and any of the products of Umeco is at your own risk. Everything on the Website, the Purchase Services, and the Products of Umeco, are provided to you on an “as is” and “as available” basis, without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors, third party content providers or licensors of Umeco make any express or implied representation or warranty about its Content or any products or Purchase Services (including the products or Purchase Services of Umeco) 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:

(d) the Content or operation in respect to links which are provided for the User’s convenience;

(e) any failure to complete a transaction, or any loss arising from e-commerce transacted on the Website; or

(f) any defamatory, threatening, offensive or unlawful conduct of third parties or publication of any materials relating to or constituting such conduct.

CL 11. Limitation of Liability

11.1. Umeco’ total liability arising out of or in connection with the Purchase Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the most recent Purchase Price paid by you under these Terms.

11.2. You expressly understand and agree that Umeco, its affiliates, employees, agents, contributors, third party content providers 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.

11.3. Umeco is not responsible or liable in any manner for any site content (including the Content and Third Party Content) posted on the Website or in connection with the Purchase Services, whether posted or caused by users of the website of Umeco, by third parties or by any of the Purchase Services offered by Umeco.

CL 12. Indemnity

12.1. You agree to indemnify Umeco, its affiliates, employees, agents, contributors, third party content Vendors and licensors from and against:

(b) any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so; and/or

CL 13. Dispute Resolution

13.1. Compulsory:

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).

13.2. Notice:

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.

13.3. Resolution:

On receipt of that notice (‘Notice’) by that other party, the parties to the Terms (‘Parties’) must:

(a) Within the 14 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;

(b) If for any reason whatsoever, 21 days after 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 Victoria Law Society 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 Victoria, Australia.

13.4. Confidential:

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.

13.5. Termination of Mediation:

If 21 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.

CL 14. Venue and Jurisdiction

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 Victoria, Australia.

CL 15. Governing Law

CL 16. Independent Legal Advice

CL 17. Severence

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.

Marketplace Vendor Terms and Conditions

CL 1. General Terms

1.1. Umeco offers you, as a business, an opportunity to register for an account (the ‘Account’) allowing you create an online profile which gives you the opportunity to sell products and services (‘Vendor Products’) via Umeco Marketplaces (‘Marketplace’) as a vendor (‘Vendor’).

1.2. These terms and conditions govern your usage of the Services. By continuing to register for an Account after reading these terms and conditions (the ‘Terms’), 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, or any of Services, immediately.

1.3. The Ume Co Pty Ltd Website and associated Services are operated by Ume Co Pty Ltd (ACN: 644 719 282) t/a Umeco. Access to and use of the Website, or any of its associated Services, is provided by Umeco.

1.4. Umeco reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Umeco updates the Terms, it will use reasonable endeavours to provide you with notice of updates to 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.

CL 2. Registration to use the Services

2.1. In order to access the Services, you must register for a Umeco Pro Membership Account, Umeco Recruiter Membership or Umeco Pro Pilot Membership Account through the Website (the ‘Account’).

2.2. As part of the registration process, or as part of your continued use of the Services, you may be required to provide personal or business information (such as identification or contact details), including:

(a) Preferred Username

(b) First Name

(d) Phone Number

(e) Business Name

(f) ABN or ACN

(g) Business address

(h) Employment needs

(i) Details of Insurances

(j) And other relevant information.

2.3. You warrant that any information you give to Umeco in the course of completing the registration process will always be accurate, correct and up to date.

2.4. You agree that any information you provide will be displayed to users of the Website (‘Users’) that have registered for an account on the Website (including Jobseekers and Umeco Marketplace Customer (‘Customers’) and at times the general public.

2.5. Umeco reserves the right to reject a registration for any reason.

2.6. Once you have completed the registration process, you will be a registered Business on the Website (‘Business’) and agree to be bound by the Terms.

2.7. You may not use the Services and may not accept the Terms if:

(a) you are not of legal age to form a binding contract with Umeco; or

(b) you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services.

CL 3. Your obligations as a Business

3.1. As a Business, you expressly agree that you will not, through any means:

(a) deceive or mislead any User or Business or provide them with misleading or false information; or

(b) harm, harass, hassle or abuse any User or Business; or

(d) communicate with any User or Business individually or as a group regarding matters not relevant to the Services; or

(e) act in an unlawful, abusive, defamatory, discriminatory or otherwise objectionable manner; or

(f) require any Jobseeker to provide a fee, charge, cost or any form of consideration in connection with the hiring process for a Job Listing (‘Job Listing’) you have created on the Website; or

(g) infringe the intellectual property or privacy rights of any User or Business or any third-party.

3.2. Umeco, at its sole discretion, reserves the right to remove, edit or alter any content created by you on the Website.

3.3. Umeco retains the right to revoke your Account or deny you access to the Services at any time.

3.4. As a Business, you agree to comply with the following:

(a) you will use the Services only for purposes that are permitted by:

the Terms; and
any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;

(d) 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 Umeco providing the Services;

(e) 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 Umeco;

(f) you will not use the Services or Website for any illegal and/or unauthorised use which includes collecting email addresses of any User or Employer by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Website;

(g) you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Website if not pre-approved by Umeco. This may be done without notice and may result in termination of the Services. Appropriate legal action will be taken by Umeco for any illegal or unauthorised use of the Website; and

(h) you acknowledge and agree that any automated use of the Website or its Services is prohibited.

CL 4. Job Board Services

4.1. Job Listings

(a) Umeco Recruiter Members can submit a Job Listing on the website at any time.

(b) Umeco will review all listings and may reject or cancel any Job Listing at any time at its sole discretion.

4.2. Job Listing Requirements and Standards

(a) Umeco will only accept Job Listings that refer to genuine, paid or volunteer employment opportunities. Umeco reserves the right to alter or edit Job Listings or request more information from you to ensure the Job Listing meets requirements.

(b) You agree that you will not refer to third-party brands or businesses other than those associated with your business within any Job Listing or any Services, including communication with Jobseekers.

(d) You agree that any Job Listings you create and submit for publishing will adhere with any applicable legislation, regulations, bylaws, ordinances and codes of conduct, including but not limit to the following, or international equivalents:

The Privacy Act 1988 (Cth) and the Australian Privacy Principles; and
Human Rights and Equal Opportunity Commission Act 1986 (Cth); and

iii. Fair Trading Legislation;

RCSA Code for Professional Practice; and
The Competition and Consumer Act (Cth) including but not limited to s 31 of Schedule 2 which outlines your responsibility to not mislead persons seeking employment as to the availability, nature, terms or conditions of the employment, or any other matter relating to the employment.

(e) Once a Job Listing has been published by Umeco, it will remain valid for 30 days unless filled, at which time it will expire and you will need to submit a new Job Listing Request.

4.3. Positioning and style and content of Job Listings

(a) You acknowledge and agree that Umeco retains complete editorial control over the Website. Umeco may at its sole discretion:

refuse to publish any Job Listing at any time;
remove any Job Listing at any time;

iii. position Job Listings as it sees fit.

CL 5. Vendor Terms

5.1. Listing Products

(a) As a registered Vendor, you are able to list Vendor Products on the Marketplace at any time, for purchase by Customers (‘Listing’) by completing a “Add a New Offering” form.

(b) Any Listing must adhere to the Listing requirements and standards found in the “How the marketplace works” document.

(d) By submitting a Listing, you authorise Umeco to publish and promote the Listing on the Website.

5.2. Listing Requirements and Standards

(a) Umeco will only accept Listings that refer accurately to accepted Products that align with Umeco principles as outlined within the Product Information page in the “How the marketplace works” document. Umeco reserves the right to alter or edit Listings or request more information from you to ensure the Listing meets requirements.

(b) If you provide services, you agree that the services are carried out by individuals that retain all required licences, training and education as is standard in the industry of practice and your business retains insurances and safeguards required to practice in the services you are advertising. Umeco will not be liable for any insurances required in your provision of your services.

(c) All Listings must be for Vendor Products exclusively sold by your Business (either as the owner or the exclusive reseller of the Products).

(d) All Product prices displayed will convert to local currency. It is your responsibility to ensure that Product prices include relevant taxes and fees.

(e) You agree that you will not refer to third-party brands or businesses other than those associated with your business within any Listing or any Services, including communication with Customers.

(f) You agree that your Listing will not bring Umeco or any third-party into disrepute.

(g) You agree that any Listing you create and submit for publishing will adhere with any applicable legislation, regulations, bylaws, ordinances and codes of conduct, including but not limit to the following, or international equivalents:

The Privacy Act 1988 (Cth) and the Australian Privacy Principles; and
Fair Trading Legislation;

iii. The Competition and Consumer Act (Cth) including but not limited to s 18 regarding misleading and deceptive conduct, s 21 regarding unconscionable conduct and any provisions regarding consumer guarantees.

(h) Once a Listing has been published by Umeco, it will remain valid indefinitely until edited or removed by you.

5.3. Positioning and style and content of Listings

(a) You acknowledge and agree that Umeco retains complete editorial control over the Website. Umeco may at its sole discretion:

refuse to publish any Listing at any time;
remove any Listing at any time;

iii. position Listings as it sees fit.

5.4. Payment of Vendor Products

(a) In using the Services, you will agree to utilise Stripe provided by Umeco (the ‘Payment Gateway Providers’) which allows Customers to make Payment of the Purchase Price may be made through direct deposit or credit card.

(b) Once Customers have made a purchase of your Product, Umeco will deduct the Operative Advertising Fee (‘Co-operative Advertising Fee’) and Foundation Fee (‘Foundation Fee’) as outlined in clause 7 before transferring you the remaining balance. For current Fees in the “How the marketplace works” document.

(c) In using the Payment Gateway Providers interface, you warrant that you have familiarised yourself with, and agree to be bound by, the applicable Terms and Conditions of Use, Fees, Privacy Policy and other relevant legal documentation provided by the Payment Gateway Providers.

5.5. Shipping, Returns, Refunds of Vendor Products

(a) Umeco is not responsible for shipping or returns. It is your responsibility to:

Clearly display, on your Listing, digital delivery processes and requirements;
Clearly display, on your Listing, your shipping information including but not limited to courier or delivery service provider details, estimated shipping times and shipping costs.

iii. Clearly display, on your Listing your refund and returns policy including when and how returns and refunds will be available. This is applicable to Professional Services – Non-Licenced Providers who must have their own refunds and returns policy for services in place and displayed clearly on their Listing.

5.6. Umeco is not liable for any issues arising from your shipping or refunds and return services.

5.7. Consumer Guarantees and Warranties

(a) You agree that all Vendor Products sold through the Marketplace are subject to Consumer Guarantees under the Australian Consumer Law (the ‘Consumer Guarantees’).

(b) You agree that you have a process in place to effectively and consistently deal with any Customer claims for defective or faulty Vendor Products, or any issues with Vendor Products that fall under the Consumer Guarantees.

(c) You agree that if you choose to offer any additional warranties to the Consumer Guarantee, these need to be clearly displayed in the format required, and honoured according to the Australian Consumer Law requirements.

5.8. Taxes and Customs Fees

You are solely responsible for ensuring that any relevant taxes, including GST (being goods and services tax as defined in A New Tax System (Goods and Services Tax) Act 1999), sales tax or any other fees (including import and export fees, customs fees) and others when selling Vendor Products in the Marketplace. You agree to refund Umeco any amount payable by you in the event that you have not paid a necessary or relevant tax, fee or similar cost.

CL 6. Payment

6.1. Account Fees

(a) You agree to pay Umeco a fee (the ‘Fees’) as described on the Marketplace Shopfront Seller Application Form and Registration Page (‘Registration Page’) on the Website.

(b) You agree that the Fees are payable regardless of whether you choose to use the Services or not.

(d) In making a purchase, you warrant that you have familiarised yourself with, and agree to be bound by, the applicable Terms and Conditions of Use, Privacy Policy and other relevant legal documentation provided by the Payment Gateway Providers.

(e) Following payment of the Fee being confirmed by Umeco, you will be issued with a receipt to confirm that the payment has been received and Umeco may record your purchase details for future use.

(f) If the Services are provided by Umeco free of charge the Terms still apply.

(g) Unless otherwise stated, all amounts expressed and described on or in connection with this Agreement are listed in Australian Dollars (AUD) and are GST inclusive, being goods and services tax as defined in A New Tax System (Goods and Services Tax) Act 1999, inclusive amounts.

(h) Fees paid are non-refundable.

6.2. Commission (Vendors)

(a) You agree that each time a Marketplace Member completes a sale for Products that you have listed for sale on the Website, Umeco is eligible to receive 10.5% of the net turnover per transaction (after discounts applied), including any applicable GST, freight and any customised content such as gift wrapping, for that sale.

6.3. Co-operative Advertising Fees. This Co-operative Advertising Fee is compulsory for all Vendors. Umeco will deduct 5% of the net turnover per transaction (including any applicable GST, freight and any customised content, gift wrapping etc.) after any discounts have been applied. This fee will be directed towards advertising of the Umeco Platform and all marketplace vendors and their offerings including but not limited to marketplace offerings (services and products etc), learning courses and events.

6.4. Umeco Foundation Fee. Umeco will deduct 1% of your net turnover per transaction (including any applicable GST, freight and any customised content, gift wrapping etc.) after any discounts have been applied for that sale to contribute on your behalf to the Umeco Foundation, Umeco’s charitable fund. The Umeco Foundation will not begin until launch/pilot period has concluded.

6.5. Transaction Fee

(a) Each transaction is subject to the Payment Gateway Provider transaction fees (‘Transaction Fees’) which are deducted during the transaction. You agree that you understand and acknowledge that Umeco is not the party who will deduct this fee and you warrant that you have familiarised yourself with, and agree to be bound by, the applicable and current Terms and Conditions of Use, Fees, Privacy Policy and other relevant legal documentation provided by the Payment Gateway Providers.

6.6. Remittance and Records

(a) Umeco agrees to provide you with remittance which will detail gross and net turnover, fees taken (Umeco Fees, Co-op Advert Fees, Umeco Foundation Fee & Stripe Transaction Fee), and amount to be remitted to shopfront sellers bank account on a monthly basis.

6.7. Umeco Pro Pilot Membership

For a limited time, Umeco is offering a Umeco Pro Pilot Membership. The Umeco Pro Pilot Membership is available to the first 25 individuals who sign up for a Umeco Community Membership and includes the following inclusions and terms and conditions:

(a) Access to Umeco Pro Membership and all Membership Add-ons free of charge for 90 days from the date of registration;

(b) Once the 90 day period has expired, you will be given the opportunity to continue with the Umeco Community Membership or Umeco Pro Membership or Umeco Recruiter Membership and any Membership Add-ons at the regular price.

(c) If you choose to become an Umeco Seller as per this Agreement, while you have a Umeco Pro Pilot Membership, you will be required to pay the required fees as follows and as outlined in the Umeco Marketplace Seller Terms and Conditions found on this webpage:

Umeco Marketplace Fee: 10.5% of gross sale price including GST.
Cooperative Advertising Fee: 5% of gross sale price including GST.

iii. Umeco Foundations Fee: 1% of gross sale price including GST.

(d) These fees will override any fees outlined from clauses 6.1 – 6.5 until the end of the Umeco Pro Pilot Membership period of 90 days.

CL 7. Jobseeker and Customer Data and Privacy

7.1. The Website and Services may give you access to Jobseeker and Customer ‘personal information’, as defined by the Privacy Act 1988 (Cth). You agree that personal information, including any enquiries of job applications, obtained through your use of the Services must only be used in genuine employment and/or recruitment activities within the Services.

7.2. For the sake of clarity, unless otherwise agreed by Umeco in writing, you may not under any circumstance utilise Jobseeker and Customer personal information (including enquiries and job applications) for the following:

(a) to offer any additional services or products, including courses and educational tools;

(b) to sell, give or provide to any other party, including to any affiliate or related party.

7.3. If Umeco believes you have misused Jobseeker and Customer personal information, it may, at its discretion, disable your account, report any potential contraventions of the Privacy Act 1988 (Cth) to the relevant government authorities and any other action it deems reasonable.

CL 8. Copyright and Intellectual Property

8.1. The Website, the Services and all of the related products of Umeco are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) 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 or controlled for these purposes, and are reserved by Umeco or its contributors.

8.2. All trademarks, service marks and trade names are owned, registered and/or licensed by Umeco, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a Jobseeker to:

(a) use the Website pursuant to the Terms;

(b) copy and store the Website and the material contained in the Website in your device’s cache memory; and

8.3. Umeco does not grant you any other rights whatsoever in relation to the Website or the Services. All other rights are expressly reserved by Umeco.

8.4. Umeco retains all rights, title and interest in and to the Website and all related Services. Nothing you do on or in relation to the Website will transfer any:

(a) business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or

(b) a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or

(c) a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process), to you.

8.5. You may not, without the prior written permission of Umeco and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party Services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Website, which are freely available for re-use or are in the public domain.

CL 9. Confidentiality

9.1. A party must not, without the prior written consent of the other, use or disclose the other party’s Confidential Information (‘Confidential Information’) unless expressly permitted by this Agreement or required to do so by law or any regulatory authority.

9.2. Confidential Information means all information provided by one party to the other in connection with this Agreement where such information is identified as confidential at the time of its disclosure or ought reasonably be considered confidential based on its content, nature or the manner of its disclosure, but excluding:

(a) information that enters the public domain or is disclosed to a party by a third party, other than through a breach of this Agreement; and

(b) information developed independently by a party.

9.3. A party may:

(a) use the Confidential Information of the other party solely for the purposes of complying with its obligations and exercising its rights under this Agreement; and

(b) disclose the Confidential Information to its personnel or advisers to the extent necessary for them to know the information for purposes related to this Agreement, but only if reasonable steps are taken to ensure that the confidentiality of the information is retained.

9.4. Each party must implement and maintain effective security measures to prevent unauthorised use and disclosure of the other party’s Confidential Information while it is in the receiving party’s possession or control.

9.5. Each party must return, or at the other party’s option destroy, all Confidential Information of the disclosing party in the receiving party’s possession or control, on the earlier of Umeco’s request or on termination of this Agreement for any reason.

CL 10. Warranties

10.1. You represent and warrant that:

(a) You are fully authorised to publish, and to authorise Umeco to publish, all Job Listings, Advertisement Content or Listings you seek to display on the Website;

(b) the Job Listings, Advertisement Content or Listings; and the publication of the Job Listings, Advertisement Content or Listings on the Website does not and will not, at any time, infringe any Intellectual Property Right, any right of confidence or other right of any person;

(c) all Job Listings, Advertisement Content or Listings will comply with all applicable laws, regulations and relevant industry codes;

(d) all information contained in the Job Listings, Advertisement Content or Listings is true and correct and correctly matches the job opportunity available;

(e) and each website located at any URL shown or embedded in any Job Listings, Advertisement Content or Listings:

(i) is controlled and operated by or on behalf of you;

(ii) is functional and accessible; and

(iii) at all times operates in compliance with all applicable laws, regulations and relevant industry codes.

CL 11. General Disclaimer

11.1. 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.

11.2. You are solely responsible for any errors in any Job Listings that you create. Umeco accepts no responsibility or liability for errors in Job Listings.

11.3. Umeco does not screen or vet potential employees. Umeco does not take any responsibility or liability to vet any Jobseeker, Customer or member of the public or any content or communication or representations made by Jobseekers or Customers to you.

11.4. You are solely responsible for entering into a valid, legal employment relationship between You and any employee/s or Customers you may engage with via the Website or Umeco’s Services. You acknowledge that Umeco is a platform only designed to facilitate connecting prospective employees and employers and Customers and Umeco does not guarantee a contractual, legal relationship exists through communications between Employers and Jobseekers or Vendors and Customers on the Website.

11.5. Should you choose to utilise Umeco’s Services to find an employee, you expressly agree that Umeco is not responsible or liable for the actions of any employee prior to, during or after your employment.

11.6. Should you choose to utilise Umeco’s Services to find Customers, you expressly agree that Umeco is not responsible or liable for the actions of any Customer prior to, during or after your transaction is completed.

11.7. 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) Umeco 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 the 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.

11.8. 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 Umeco make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of Umeco) referred to on the Website. includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:

(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);

(d) changes to the Website made by Umeco, at its sole discretion;

(e) the Services or operation in respect to links which are provided for your convenience.

CL 12. Information Disclaimer

12.1. Any information, advice, content or documentation provided through the Services, including in the associated blog, articles and podcasts on the Website, social media accounts or on any other related platform do not constitute career, professional, financial, business or other advice, and are provided for general information and guidance purposes only.

12.2. All care is taken in the preparation of the information and published materials in the associated blog, on the Website, social media accounts or on any other related platform. Umeco does not make any representations or give any warranties about its accuracy, reliability, completeness or suitability for any particular purpose.

12.3. To the extent permissible by law, Umeco will not be liable for any expenses, losses, damages (including indirect or consequential damages) or costs which might be incurred as a result of the information being inaccurate or incomplete in any way and for any reason or your reliance on the information, advice or documentation in the associated blog, within articles and podcasts, on the Website, social media accounts or on any other related platform.

CL 13. Liability

13.1. Umeco’s total liability arising out of or in connection with the Services or the 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.

13.2. You expressly understand and agree that Umeco, 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.

CL 14. Indemnity

14.1. You indemnify and hold Umeco its agents, affiliates, subsidiaries, directors, officers, employees, consultants and contractors (collectively ‘Indemnified Persons’) harmless from and against any and all costs, claims, losses, damages, liability and expense (including all reasonable legal fees) which may be made or brought against or suffered or incurred, directly or indirectly by the Indemnified Persons in connection with:

(a) any breach of this Agreement by you

(b) any act of fraud or willful misconduct by or on your behalf; or

(c) the publication of, or any act or omission in relation to, Job Listings, Advertisement Content or Listings; or any website represented by a URL included or embedded in the Job Listings.

CL 15. Storage and Retention of Information

15.1. If you choose to sell Vendor Products and Services, you expressly authorise Umeco to store and retain all transaction information created by you.

15.2. If you choose to post a Job Listing, you expressly authorise Umeco to store and retain all applications made by Jobseekers to any Job Listings created by you.

CL 16. Privacy

16.1. Umeco takes your privacy seriously and any information provided through your use of the Website and/or Services are subject to Umeco’s Privacy Policy, which is available on the Website.

CL 17. Cancellation and Termination of this Agreement

17.1. This Agreement shall continue until terminated by either Party.

For Umeco

17.2. Umeco may terminate this Agreement and disable your Account for any breach of this Agreement by providing 7 days’ written notice to you by email. At Umecos’ discretion, Umeco may allow you to remedy the breach within 3 days’ notice, or another time-frame as Umeco nominates, and in being satisfied with the remedy of the breach by you, Umeco will not terminate this Agreement.

For You

17.3. You may terminate this Agreement for a breach by Umeco of this Agreement by providing 7 days’ written notice of the breach to Umeco. During the 7 days’ notice period, Umeco reserves the right to remedy the breach. If Umeco remedies the breach which was the cause of the notice, the Agreement will not be terminated.

17.4. You may cancel this Agreement at any time by closing your Account.

17.5. Any Membership Fees paid are non-refundable upon Termination for whatever reason. If your account is terminated, Umeco agrees to pay you any outstanding profit, minus the relevant Fees.

CL 18. Dispute Resolution and Mediation

18.1. If a dispute arises out of or relates to the terms of this Agreement, either party may not commence any legal proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

18.2. A party to this Agreement claiming a dispute (the ‘Dispute’) has arisen under the terms of this Agreement, 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 (the ‘Notice’).

18.3. On receipt of the Notice by the other party, the parties to this Agreement (the ‘Parties’) must within seven days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree.

18.4. If for any reason whatsoever, 21 days after 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 Independent Third Party as agreed or his or her nominee and attend a mediation.

18.5. It is agreed that mediation will be held in Victoria, Australia.

18.6. 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.

18.7. All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the fullest extent possible, must be treated as “without prejudice” negotiations.

18.8. If 30 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.

18.9. In the event that the Dispute is not resolved at the conclusion of the mediation, either party may institute legal proceedings concerning the subject matter of the Dispute thereafter.

CL 19. No Partnership or Agency

CL 20. Venue or Jurisdiction

The Services offered by Umeco 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 Victoria, Australia.

Cl 21. Governing Law

CL 22. Independent Legal Advice

CL 23. Severance

If any part of the 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.

CL 24. Entire Agreement and Modifications

24.1. Both You and Umeco confirm and acknowledge that:

(a) This Agreement shall constitute the entire agreement between you and Umeco and shall supersede and override all previous communications, either oral or written, between the parties;

(b) No agreement or understanding varying or extending this Agreement shall be binding upon any party unless arising out of the specific provisions of this Agreement; and

(c) If for whatever reason there is inconsistency between this Agreement and any other agreement, this Agreement shall prevail.

Generative AI Content Usage and Indemnification Clause

Grant of Rights: Ume Co Pty Ltd (“the Company”) is hereby granted the right to utilize, distribute, and modify any content, articles, courses, or other materials generated by Generative AI applications (“AI Content”).
Protection from End User Claims: The Company acknowledges that AI Content may contain inaccuracies or errors. The Company shall not be held liable for any claims, damages, losses, or legal actions initiated by end users or any third parties as a result of inaccuracies or errors present in the AI Content. End users of the Company’s services acknowledge and accept that AI Content is generated by automated processes and may contain inaccuracies, and they agree not to hold the Company responsible for any consequences arising from the use of such content.
Indemnification: The creators, developers, and providers of the Generative AI applications shall indemnify and hold harmless the Company from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees) that may arise as a result of the Company’s use of AI Content or any claims made by end users due to inaccuracies in the AI Content.
No Warranty: The creators, developers, and providers of the Generative AI applications make no representations or warranties about the accuracy, completeness, or suitability of AI Content for any particular purpose. The Company acknowledges and agrees that it is solely responsible for reviewing, verifying, and ensuring the accuracy of AI Content before using it in connection with its professional wellbeing offerings and services.
Purpose: The Company operates a community and marketplace platform through which professional wellbeing services are offered. The Company may use AI Content in connection with these services, and this clause is intended to safeguard the Company against any potential legal responsibilities arising from inaccuracies present in the AI-generated content.

These Terms and Conditions were last updated on Feb 2024.

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