- These terms and conditions (Toolkit Terms) apply to you as the purchaser of the toolkit (Toolkit) created by Nikita Morell (referred to as we, us or our) via our online store at www.nikitamorell.com (Website).
- Your agreement to the Toolkit Terms of Sale will be indicated by either checking the check box that you have agreed or completing your purchase of Products via the Website.
- By agreeing to the Toolkit Terms you represent that you are over the age of 18 or have a parent’s/guardian’s approval to enter into this agreement.
- We may amend or vary the Toolkit Terms from time to time. You will be bound by the Toolkit Terms that were in force at the time you purchase the Toolkit.
- Definitions and Interpretation
- In this agreement the following definitions apply, except where the context otherwise requires:
Intellectual Property Rights means any and all intellectual and commercial property rights throughout the world including, without limitation, copyright, the Trade Marks and any other trade marks whether registered or unregistered, designs, patents, the right to keep confidential information confidential, know-how and trade secrets, whether or not now existing and whether or not registered or registrable and includes applications for and any right to apply for registration of such rights and includes all renewals and extensions.
Price means the price for the Toolkit applicable at the time of purchase and which may be one lump sum or by instalment depending on the Toolkit purchased. Toolkit means the toolkit supplied to, including all of the accompanying materials, while you are permitted to download once you have paid the Price.
Trade Marks means all of our registered and unregistered trade marks of including “The Architects WordShop”.
- The following rules of interpretation apply unless the context requires otherwise:
(a) headings are for convenience only and do not affect interpretation;
(b) the singular includes the plural and conversely;
(c) a reference to a person includes a body corporate, an unincorporated body or other entity;
(d) where examples of a thing or set of things are given by reference to the word “including”, the meaning of references to the thing or set of things is not to be limited by reference to the examples.
- Intellectual Property Rights
- We are the owner of the Intellectual Property Rights in the Toolkit, Trade Marks and all other materials related to or connected with the Toolkit.
- When you purchase the Toolkit, you do not purchase any of the Intellectual Property Rights in or associated with the Toolkit.
- You are permitted to download the Toolkit onto one computer for your own use. You are not permitted to reproduce or authorise the reproduction by a third party, including anyone in your business, of the Toolkit, whether in whole or in part.
- You must not:
(a) use any of the Toolkit other than for your own personal use;
(b) copy, reproduce or distribute any of the Toolkit without our prior written consent which can be withheld for any reason;
(c) permit anyone else to use or reproduce, in part or in whole, the Toolkit;
(d) do anything that would adversely affect our image and reputation in the Toolkit;
(e) alter, obliterate or in any way tamper with the Trade Marks as they appear on the Toolkit.
- What the Toolkit does and does not do
- The Toolkit is an educational tool that provides guidance, examples and tools to assist you in writing more effectively for your business.
- We cannot give any guarantees about the results you will achieve by applying the techniques that you learn when you use the Toolkit and we are not responsible if your expectations are not met.
- We will use our best efforts to make sure that the Toolkit you purchase is available once your payment has been processed. However, we use a third party platform we have no control over any downtime or unavailability of that platform or of the Internet generally.
- Price and payment
- The Price of the Toolkit is set out on the Website and is in US dollars. All prices are subject to change and the Price payable is the one current on the date of purchase.
- The Price does not include the Goods and Services Tax (GST) or any delivery charges, insurance, customs charges and other charges affecting the cost of the Products. If there are any additional costs, you will be told about these and you will be given a total purchase price before you finalise your purchase.
- Payment of the Price is required at the time of purchase unless the Toolkit you have purchased permits payment by instalment. Payment must be made using the online ordering facility and via the methods we offer on the Website. The Website accepts the following credit cards: Visa, MasterCard and American Express. The Website also offers a Paypal option. Orders that exceed your credit limit will not be processed. If you choose to use MasterCard, a surcharge may apply.
- Invoices for the Toolkit are generated automatically and can be requested at any time by emailing firstname.lastname@example.org
- No part of the Price is refundable unless otherwise agreed or as required by law.
- Where the Price is payable by instalment:
(a) it must be paid by direct debit and you must ensure that there are sufficient funds in your account for the instalment to be paid;
(b) you must not cancel the direct debit before the entire Price is paid;
(c) we will issue a tax invoice for instalment to be made of the Price at least 7 days before the applicable part of the Fee is direct debited; and
(d) if you stop paying the Price, your ability to access and download further parts of the Toolkit may be terminated or suspended until all outstanding amounts are paid.
- This agreement commences when you purchase the Toolkit and will continue until delivery of the Toolkit is complete or this agreement is terminated as set out below.
- Either party may terminate this agreement immediately by written notice to the other party:
(a) if that other party breaches a material term of this agreement and fails to remedy the breach within 14 Business Days after being given notice of the breach;
(b) if that other party breaches a material term of this agreement which is not capable of remedy; or
(c) the other party cannot pay its debts when they fall due or has entered into any form of insolvency, liquidation or external administration, whether voluntary or involuntary, formal or otherwise.
- Either party may terminate this agreement by giving the other party 14 written notice. Any part of the Price that has already paid will not be refundable.
- To the maximum extent permitted by law, all guarantees, warranties, representation or conditions that by law may be excluded and which are not expressly stated in this agreement, are excluded. If we are liable for breach of an imposed guarantee, warranty, representation or condition, our liability is, at our option, to the extent permitted by law, limited to:
(a) the replacement of the Toolkit;
(b) the payment of the cost of replacing the Toolkit.
- To the maximum extent permitted by law, we are not liable for any special, indirect or consequential loss or damage, loss of profit or opportunity, arising out of or in connection with the Toolkit, including as a result of not being able to use the Toolkit or the late or non-supply of the Toolkit, whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise and whether or not we were aware that such loss or damage may occur.
- Our liability will be capped at the Price paid for the Toolkit in respect of which a claim or other liability has arisen.
- A notice given under this agreement must be in writing and sent to the recipient at the email address supplied at the time of purchase of the Toolkit. A notice is deemed to be received:
(a) if sent by hand, when delivered to the addressee;
(b) if by post, 5 Business Days from and including the date of postage, on delivery to the addressee; or
(c) if by email, on receipt by the sender of read receipt,
but if the delivery or receipt is on a day which is not a Business Day or is after 4:00pm (addressee’s time) it is deemed to be received at 9:00am on the following Business Day.
- This agreement is governed by the laws of New South Wales and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of New South Wales.
- If part or all of any of this agreement is illegal or unenforceable it will be severed from this agreement and will not affect the continued operation of the remaining provisions of this agreement.
- You may not assign or sublicense any of your rights under this agreement.
- This agreement can only be amended, supplemented or waived in writing signed, by both parties. The failure of either party to enforce, or the delay by either party in enforcing, any of its rights shall not be deemed a continuing waiver or a modification of this agreement.
- This agreement contains the entire agreement of the parties with respect to its subject matter.
Date: April 2023