These Terms of Use are effective commencing 1 October 2020.

Please read these Terms of Use Carefully. They cover important information about the Platform and any applicable fees. In particular, they include information about future changes to the Terms of Use and the Platform, the purchase and renewal of subscriptions to the Platform, and limitations of liability.

Welcome to Welle Club!

These terms of use and any other terms and documents expressly incorporated herein, each as may be amended, supplemented or replaced from time to time (together, Terms of Use) apply to your use of and subscription to the Welle Club website, Welle Club mobile application, blog, online shop and all other products and services all of which form part of the Welle Club platform (Platform).

These Terms of Use are entered into by and between you as a user (referred to as user, you, or your) and Welle Club Limited (NZBN 942904877137) (referred to as Welle Club, we, us, or our), and supersede and replace any terms and conditions of services that you may have previously agreed with Welle Club in connection with the Platform.

Your access to and use of the Platform constitutes your continuing agreement to be bound by the Terms of Use.

1. USER

  • Eligibility

By accessing or using the Platform, you confirm that you are of legal age in your country, you have full power, capacity and authority to agree to the Terms of Use and have not previously been suspended or removed from using the Platform.

  • User Account Creation

To use certain features of the Platform, you will need to create a user account (each, a User Account) by providing your first and last names, a valid email address, a password, your date of birth and any other information that we may request from time to time.

  • Security

By using the User Account, you will be responsible for maintaining the security of your User Account access credentials, for all activities that occur under the User Account and any other actions in relation to the User Account. Welle Club is not responsible for any loss or activity that results from the unauthorised use of your User Account due to your failure to secure your access credentials.

You should not share the access credentials of your User Account with any other person or allow any other person to access your User Account. You must notify us in writing of any unauthorised use of your User Account or any other breaches of security.

  • Suspension and Termination

Welle Club will have the right to suspend access to your User Account, or to terminate your User Account, at any time and for any reason (including where you are in breach of any of the provisions in these Terms of Use) subject to applicable laws.
You acknowledge and agree that these Terms of Use continue to apply even after your User Account expires or is terminated, or where you have stopped using the Platform.

2. SUBSCRIPTION SERVICE

  • Subscription

You can choose to subscribe to the Platform either on a monthly, biannual or annual basis, or for such other periods that Welle Club may offer from time to time, and the applicable fees are set out on the Welle Club webpage (https://www.welleclub.com).

Eligibility for any promotions or discounts is ascertained at the time you subscribe and cannot be changed during the term of your subscription. You are responsible for reading and understanding the specific terms and conditions applicable to any promotions or discounts.

Welle Club reserves the right to revise and update the applicable fees for subscriptions, and the different subscription packages available, at any time at its sole discretion. Any such revision or updates to the fees will apply prospectively to any subscription entered into following the effective date of the fee revision or update.

  • Free trials

We may provide a free trial subscription for a fixed period of time, as determined by Welle Club in its sole discretion. Unless otherwise stated by Welle Club in respect of specific promotions, free trials are only available to new Welle Club users, and Welle Club reserves the right to cancel any trial subscription immediately if we become aware that the subscriber has already had a trial subscription on a different User Account or is using a different email address. Furthermore, any attempts to register for a further free trial on the same User Account or using the same email address may result in you being charged for the applicable subscription fees.

After the trial, your subscription will renew automatically at the full subscription price unless you cancel your subscription before the end of the trial. To cancel your subscription during the trial, please refer to the instructions set out below under “Automatic renewal of subscription”.

  • Payment details

You can pay the fees for your subscription on the Welle Club website through a credit card, payment.

The price of your subscription, as well as the currency in which your subscription is payable, will be specified during the order process.

When you purchase a subscription, you must provide us with complete and accurate payment information. By submitting payment details, you warrant that you are entitled to purchase a subscription using those payment details. If we do not receive payment authorisation or any authorisation is subsequently cancelled, we may immediately terminate or suspend your access to your subscription. Welle Club reserves the right to contact the issuing bank/payment provider and/or law enforcement authorities or other appropriate third parties if there is suspicious activity.

In addition to the subscription fee you are charged, certain banks and credit card issuers may charge a foreign transaction fee on transactions which take place abroad or in a foreign currency. You are responsible for paying any such fees.

  • Automatic renewal of subscription

Your subscription will automatically renew unless you cancel at least twenty-four (24) hours before the end of the current billing period. You may cancel your subscription at any time and you will still be entitled to access the subscription services on the Platform for the remainder of the duration that you have paid for.

  • Cancellation and refund of subscription fees

Subscriptions are non-refundable and there is no right to refunds or credits unless required by applicable laws. Although you may cancel your subscription at any time, such cancelation will only take effect at the end of your then current subscription period.

3. USE OF THE PLATFORM

  • By using the Platform, you agree that you will not use the Platform for any of the following:

  • Unlawful Activity – any activity that: (i) involves proceeds from any illegal or unlawful activity; (ii) publishes, distributes or disseminates any illegal or unlawful material or information; or (iii) otherwise breaches any applicable law or regulation.

  • Unauthorised Use – any activity that: (i) interferes with, disrupts, negatively affects or inhibits other Users from accessing or fully enjoying the Platform; (ii) introduces to the Platform any malware, virus, trojan horse, worms, logic bombs or any other programme that would otherwise result in any technical glitch, malfunction, failure, delay, default or security breach; (iii) attempts to gain unauthorised access, whether through password mining or otherwise, to other User Accounts, computing systems or networks connected to the Platform; (iv) undermines the security or integrity of the computing systems or networks on which the Platform is hosted; (v) attempts to modify, copy, reproduce, reverse engineer or decompile the Platform or the computer programs used to deliver the Platform; (vi) uses the User Account information of another person to access or use the Platform; or (vii) transfers access or rights to your User Account to a third party.

  • Abusive Acts – any act that: (i) defames, abuses, extorts, harasses, stalks, threatens or otherwise violates or infringes the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of any other person; (ii) incites, threatens, facilitates, promotes, or encourages hate, racial intolerance or violent acts towards any other person; or (iii) harvests or otherwise collects information from the Platform about other Users including addresses, phone numbers, email addresses and credit card details.

  • Fraud – any act that: (i) attempts to defraud Welle Club or any other person; or (ii) provides false, inaccurate or misleading information to Welle Club.

4. AVAILABILITY OF SERVICES, SECURITY

  • Welle Club shall make reasonable efforts to ensure that the Platform is available to you. However, access to the Platform may be disrupted from time to time due to necessary maintenance, technical issues, network and system overloads or events outside of Welle Club’s control. Welle Club will use commercially reasonable efforts to avoid downtime of the Platform but shall have no liability if the Platform or any part thereof is unavailable at any time or for any period.

  • You acknowledge and agree that you are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for antivirus protection and accuracy of data input and output, and for maintaining a means external to the Platform for any reconstruction of any lost data.

  • You acknowledge and agree that Welle Club shall not have any liability or be responsible in any way for: (a) your use of the internet to connect to the Platform or any technical problems, system failures or security breaches; (b) the hardware that you use to access the Platform (including in respect of viruses and malicious software, and any inappropriate material) and the integrity and proper storage of any of your data associated with the Platform that is stored on your own hardware; or (c) any fees you may incur in order to connect to the internet for the purpose of using or accessing the Platform.

  • You must immediately notify the Welle Club team in the event that you become aware of any part of the Platform malfunctioning or if you otherwise experience any material malfunction or other connectivity problem that adversely affects your access to or use of the Platform.

5. INTELLECTUAL PROPERTY, USE LICENCE

Welle Club’s ownership of the Platform

All of the patents, trademarks, logos, trade names, rights in domain names, copyrights, moral rights, design rights, database rights, rights in undisclosed or confidential information (such as know-how, trade secrets and inventions (whether or not patentable) and other similar intellectual property rights (whether registered or not)) and applications for such rights as may exist anywhere in the world in the Platform and the material published on and through it (except the Contributed Content) (collectively, Intellectual Property Rights) are owned by Welle Club, its licensors and other providers of such material and are protected by applicable laws. You may not engage in any activity that infringes or otherwise makes unauthorised use the Intellectual Property Rights.

User’s licence to use Platform

You are not granted any right to use, and may not use, any of Welle Club’s Intellectual Property Rights other than as set out in these Terms of Use and subject to the following conditions:

  • you are granted a limited, personal, non-transferable, non-sublicensable and revocable license to access and use the Platform (or any part of it or its contents) for your own personal use and may not copy, reproduce, republish, upload, re-post, modify, transmit, distribute or otherwise use the Platform (or any part of it or its content) in any way for non-personal, public or commercial use without prior written consent from Welle Club;

  • you may not remove or modify any copyright, trademark or other proprietary notices that have been placed in any part of the Platform; and

  • you may not use any data mining, robots or similar data-gathering or extraction methods.

Welle Club reserves the right to monitor your use of the Platform and to alter or revoke your license or your access to the Platform at any time and for any reason. Your license shall terminate upon the expiry or termination of your User Account.

Contributed Content

  • By posting or otherwise providing any content (Contributed Content), you grant Welle Club a non‐exclusive, royalty‐free, transferable, sub-licensable, irrevocable, perpetual worldwide licence and right to use (including commercial use), distribute, reproduce, display and otherwise make available such Contributed Content on and through the Platform (and across different media for any purpose) and you waive (and to the extent that you cannot so waive agree irrevocably not to assert) any and all moral rights to which you may be entitled anywhere in the world in respect of such Contributed Content.
  • You represent and warrant that you own and control all of the rights to the Contributed Content, and have the lawful right to post or otherwise provide such Contributed Content on and through the Platform and otherwise provide Welle Club with such Contributed Content.

6. THIRD PARTY SERVICES AND CONTENT

In using the Platform, you may view content provided by third-parties, including links to web pages and services of such parties (“Third Party Content”). Unless expressly stated otherwise, Welle Club does not control, endorse or adopt any Third Party Content and has no responsibility for Third Party Content including material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable in your jurisdiction.

Your dealings or correspondence with such third parties are solely between you and the third party. Welle Club is not responsible or liable for any loss or damage of any sort incurred as a result of any such dealings, and you understand that your use of Third Party Content, and your interactions with third parties, is at your own risk.

If you access the Platform through or using any services or software provided by third parties, you acknowledge and agree that Welle Club is not responsible or liable for any loss or damage of any kind incurred as a result of your use of such third party services or software.

7. LIMITATIONS OF LIABILITY, DISCLAIMER, INDEMNITY

Limitation of Liability

(a) To the maximum extent permitted by Applicable Laws:

(i) Welle Club, its affiliates and its and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, “Associated Parties”) shall not be liable for any:

(A) indirect or consequential loss; or

(B) loss of profit, business opportunity, anticipated savings, revenue or goodwill,

in each case, whether arising from breach of contract, tort (including negligence), breach of statutory duty or otherwise, arising out of or in connection with authorised or unauthorised use of the Platform, or these Terms of Use; and

(ii) Welle Club and the Associated Parties’ aggregate liability in contract, tort, or otherwise (including any liability for any negligent act or omission) howsoever arising out of, or in connection with, the performance of its obligations under these Terms of Use in respect of any one or more incidents or occurrences shall be limited to the total amount of fees received by Welle Club or the Associated Parties from you in connection with your use of the Platform in the twelve (12) month period prior to the date of the first incident or series of connected incidents giving rise to a claim made by you under these Terms of Use.

  • Disclaimers

(a) To the maximum extent permitted under Applicable Laws, the Platform and any product, service or other item provided by or on behalf of Welle Club are provided on an “as is” and “as available” basis and Welle Club expressly disclaims, and you waive, any and all other warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, title or non-infringement or warranties arising from course of performance, course of dealing or usage in trade. Without limiting the foregoing, Welle Club does not represent or warrant that the Platform is accurate, complete, reliable, current or error-free, or free of viruses or other harmful components.

(b) The features on the Platform that promote physical activity, nutrition or general wellness are for your informational purposes only and are not intended as medical advice or services, or for diagnostic or treatment purposes. Before engaging in any physical activity or making any changes to your diet or lifestyle, we suggest seeking advice from your relevant health care professional. Never disregard any advice from a health care professional because of something that you have read on the Platform. To the maximum extent permitted under Applicable Laws, Welle Club is not responsible or liable for any loss or damage of any sort incurred that result from your use of, or inability to use, the features of the Platform.

  • Indemnification

To the maximum extent permitted by Applicable Laws, you agree to indemnify and hold harmless immediately upon demand Welle Club and the Associated Parties from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense including solicitor’s fees (on a solicitor and own client basis), in any way arising out of, in relation to or in connection with directly or indirectly:

(a) your use of, or conduct in connection with, the Platform;
(b) your breach of these Terms of Use or any other policy;
(c) the Contributed Content you provide; or
(d) your violation of any Applicable Laws or the rights of any other person or entity.

You will provide Welle Club and the Associated Parties with any assistance that Welle Club and the Associated Parties reasonably requests in defending any such action or proceeding.

8. CHANGES AND UPDATES TO PLATFORM, TERMS OF USE

Welle Club may terminate or modify any feature or part of the Platform at any time without notice. Welle Club may also revise and update these Terms of Use at any time in its sole discretion by posting an updated Terms of Use on the Platform. All such changes to the Terms of Use are effective immediately when posted to the Platform and apply to all access to and use of the Platform (including orders placed on the Platform) thereafter. Your continued use of the Platform following the posting of such revised Terms of Use constitutes your acceptance and agreement to the changes which are binding on you.

9. COMPLAINTS AND GOVERNING LAW

  • If you have any questions, feedback or complaints, please contact the Welle Club team at the following email address: privacy@welleclub.com.

  • These Terms of Use (including a dispute relating to their existence, validity or termination) and any non-contractual obligation or other matter arising out of or in connection with it are governed by New Zealand law. The courts of New Zealand have exclusive jurisdiction to settle any dispute arising from or connected with these Terms of Use.

10. GENERAL

  • Force Majeure Event
A “Force Majeure Event” means any event beyond Welle Club’s reasonable control, including without limitation flood, extraordinary weather conditions or earthquake, or other act of God, fire, war, insurrection, riot, labour dispute, accident, action of government, communications, power failure, or equipment or software malfunction.
If a Force Majeure Event occurs that affects Welle Club’s ability to perform its obligations under these Terms of Use, the Welle Club team will contact you as soon as reasonably possible to notify you and Welle Club’s obligations under these Terms of Use will be suspended and the time of performance of our obligations will be extended for the duration of the Force Majeure Event.

  • Data Privacy
We will only use your personal information as set out in Welle Club’s Privacy Policy (as amended from time to time) available at: https://www.welleclub.com/privacy-policy

  • Assignment
Welle Club may assign its rights and obligations under these Terms of Use to another entity, but this will not affect your rights or obligations under these Terms of Use. You may not assign your rights and obligations under these Terms of Use to another person.

  • Validity
If any provision of these Terms of Use is deemed unlawful, void or unenforceable, that provision shall be deemed severed from the remaining provisions and shall not affect their validity and enforceability.

  • Waiver
No waiver of any provision hereof shall be valid unless in writing and signed by the parties. Any failure to enforce any right or remedy hereunder shall not operate as a waiver of the right to enforce such right or remedy in the future or of any other right or remedy.

  • Relationship of the parties
Nothing in the Terms of Use: (a) is intended to, nor shall create or be deemed to create, any partnership, joint venture, agency, consultancy or trusteeship, or (b) shall give rise to any fiduciary or equitable duties owed by Welle Club to you.

  • Third party rights
A person who is not a party to these Terms of Use has no right whether by applicable statute or otherwise to enforce any term of these Terms of Use.



PRODUCTS ADDENDUM

These provisions apply to orders that you place for any products on the Platform (excluding subscriptions to the Platform, which are governed by Clause 2 of the Terms of Use). If you do not agree to these provisions, you must not place any orders on the Platform.

1. PLACING ORDERS ON THE PLATFORM

  • Eligibility
By placing an order on the Platform, you confirm that you are of legal age in your country or you have consent from your parent or guardian, you have full power, capacity and authority to agree to the Terms of Service and have not been previously suspended or removed from using the Platform.

  • Placing an order
You can place an order on the Platform by navigating to the “Shop” tab on the Welle Club webpage and following the process for checking out once you have selected the products that you would like to purchase. When using the Welle Club webpage, you may need to set your browser to accept both functional cookies and pop-ups in order to be able to use all the functionalities of the Platform, which includes adding items to your shopping cart and placing an order. If there are any errors in your order, please contact the Welle Club team immediately using the details set out in Clause 9 of the Terms of Use.
After you have submitted an order by checking out on the Welle Club webpage, we will send an email acknowledging receipt of your order to the email address that you have provided as part of your opening of your User Account. Once the products have been shipped, we will send another email to your email address confirming this (“Email Confirmation”). The Email Confirmation will be our acceptance of your order and the provisions of these Terms of Use will become binding on you and us in the form of a contract (the “Contract”).

  • Welle Club’s right to reject your order or cancel a Contract
Welle Club expressly reserves the right to reject your order for any reason, in its sole discretion. Where your order has been rejected, you will not be charged for that order. Welle Club also expressly reserves the right to cancel a Contract for the following reasons, without being liable for any damage or costs other than the repayment of the amount received from you in relation to the cancelled Contract:

(a) you do not meet our eligibility requirements, as set out in Clause 1.1;
(b) the ordered products are unavailable (including where they are not in stock);
(c) the billing or shipping information that you have provided is not correct or cannot be verified;
(d) based on our internal checks, your order is identified as an unusual order or an order that might be fraudulent;
(e) the price that was displayed on the Platform for the relevant product was incorrect / erroneous; or
(f) a Force Majeure Event has occurred (please refer to Clause 10.1).

  • Data checks
Welle Club may run some checks on any orders that you place on the Platform, including verification of the delivery address and the payment details that you have provided. Welle Club may also carry out checks for security reasons and to identify fraud. You agree that Welle Club may contact the issuing bank/payment provider and/or law enforcement authorities or other appropriate third parties if there is suspicious activity.

  • No purchase for resale or distribution
The digital products (e.g. ebooks, training videos) that are available on the Platform are intended solely for direct sale to end consumers, and therefore the purchase of such digital products for resale (i.e. purchase with the intention of distributing the products to other consumers, business or third parties whether for sale or not) is strictly prohibited. Welle Club reserves the right to take any action to prevent resale of digital products (including restricting sales to you and cancelling any orders made by you) and to recover any loss of profit.

2. PRICES AND PAYMENT

Prices and currency

The prices of products in an order will be at the prevailing prices displayed on the Platform when you check out. You will be able to verify the total price of your order prior to placing the order – this total price will include the price of all products as well as applicable shipping costs and taxes.

While prices for products may change over time on the Platform, these changes will not affect any orders that we have confirmed via an Email Confirmation.

All payments made on the Platform for products that you order will be charged in Australian Dollars (AUD) and the invoice that you receive from Welle Club will be denominated in AUD. Where the credit card or PayPal account that you use to pay for your order is denominated in a currency other than AUD, you may be charged administrative and/or currency conversion fees by the applicable bank or service provider – you acknowledge and agree that you will be responsible for any such fees and that the prices listed on the Platform excludes such fees.

Payment methods and processing

You will only be able to make payment for your orders using the methods set out on the order checkout page on the Platform – these methods include credit cards (via the Stripe platform). Please do not attempt to use any other payment methods as you may risk the loss of any payments made – Welle Club will not be responsible or liable for any such losses.

Upon submitting your order on the Welle Club webpage, the credit card that you selected will be charged the amount of the order (including the applicable shipping charges and taxes).

  • Title transfer
Welle Club will retain the title in any products that you have ordered until full payment of the total price is received (including applicable shipping costs and taxes).

3. SHIPPING AND DELIVERY

Welle Club will ship your orders for products within New Zealand and Australia and to certain other locations around the world. For more information on shipping and delivery, including shipping prices and delivery times, please refer to the FAQs available at this webpage: https://welleclub.com/faqs

4. RETURNS, REFUNDS AND CANCELLATIONS

Membership refund

A membership is a digital product and is deemed used when purchase is made, as you are able to then access all of the recipes and membership features. Please contact us with any questions before purchasing as we will not provide a refund once purchased. If you wish to contact us please do so at the following email address: support@welleclub.com

  • Cancellation of orders before shipment
Prior to an order being shipped by us, you may be able to cancel that order and receive a full refund of the purchase price and the shipping costs. However, we begin processing orders placed through the Platform promptly, and therefore, if you wish to cancel an order, please notify us as soon as possible at the following email address: support@welleclub.com.

  • Defective products
At Welle Club, we want you to be completely satisfied with your purchase. If there’s an issue with your item, or it wasn’t as you expected, we’re here to help! Please refer to Clause 9 in the Terms of Use for details on how to contact the Welle Club team for any queries you may have.
You are entitled to return products delivered to you if they are defective or otherwise not in conformity with your order when you received them. In making a request to return defective products, please provide us with your proof of purchase (e.g. the Email Confirmation) If Welle Club agrees your claim is justified, the purchase price and the shipping costs will be refunded.


EXERCISE PROGRAM ADDENDUM

These provisions apply when you participate in any Exercise Program offered by Welle Club on the Platform. If you do not agree to these provisions, you must not participate in an Exercise Program.

  • When participating in any of the Exercise Programs, you represent, warrant and acknowledge the following:
(a) you participate in the Exercise Program entirely at your own risk. In addition, you understand that there are health and injury risks inherent in participating in any form of exercise (including the Exercise Program). You acknowledge you need to use caution and seek professional health advice if you are at all unsure about your health or fitness to continue, or health concerns arise after, you have undertaken any exercise as part of the Exercise Program;

(b) you have obtained and relied on the medical clearance of your doctor, physician, obstetrician or other medical professional in determining to participate (and once commenced, to continue participating in) the Exercise Program;

(c) Welle Club makes no representation or warranty that any particular fitness, nutrition or health program is suitable, safe or adequate for any particular User. Accordingly, Welle Club is not aware of and cannot determine your individual suitability for the Exercise Program. To the maximum extent permitted by Applicable Laws, you indemnify Welle Club and the Associated Parties and hold them harmless against all claims, demands, lawsuits, actions, proceedings, investigations, liabilities, damages, losses, costs or expenses including solicitor’s fees (on a solicitor and own client basis), in any way arising out of, in relation to or in connection with directly or indirectly.

  • your participation in the Exercise Program; or
  • your breach of any of the provisions of the Exercise Program Addendum;

(d) any information provided by you to Welle Club in connection with the Exercise Program, including the fact that you have received medical clearance to participate in the Exercise Program, is true, and you further acknowledge that Welle Club has relied on this representation in assuming that you can participate safely in the Exercise Program; and

(e) you know that you need to stop exercising and seek medical advice if at any time during or after having undertaken any exercise as part of the Exercise Program, you feel generally unwell or experience pain or discomfort or symptoms (including without limitation any symptoms that your doctor, physician, obstetrician or other medical professional advised you of prior to engaging in the Exercise Program, or at any time thereafter).