Terms and Conditions
DEFINITIONS
The following terms are used regularly throughout these Terms & Conditions and have a
particular meaning:
(a) Account means a registered account within the Platform.
(b) Administration Fee means 10% of the Course Fee.
(c) Cancellation Window means 14 days prior to the scheduled Commencement Date,
or such other period as notified to the Customer from time-to-time.
(d) Commencement Date means the date the Course commences as determined by the
Company from time-to-time.
(e) Company means Integra Guide LLC, a Delaware corporation.
(f) Company Policy means any policies or guidelines adopted by the Company in
connection with Course (as may be updated from time-to-time).
(g) Confidential Information means any written or verbal information that:
Conditions;
ii A party informs the other party that it considers it confidential and/or
proprietary;
iii A party would reasonably consider to be confidential in the
circumstances; and
iv Is personal information within the meaning of Privacy Law.
but does not include information that a party can establish:
v Was in the public domain at the time it was given to that party;
vi Became part of the public domain, without that party’s involvement in
any way, after being given to the party;
vii Was in party's possession when it was given to the party, without
having been acquired (directly or indirectly) from the disclosing party; or
viii Was received from another person who had the unrestricted legal right
to disclose that information free from any confidentiality obligation.
by the Company to the Customer on the terms of the Terms & Conditions.
(i) Course Certificate means the written certificate provided to Customers who
successfully complete the Course.
(j) Course Period means 6 weeks from the Commencement Date.
(k) Course Fee means the fee charged by the Company to access the Course, as
advertised on the Site (as may be updated from time-to-time).
(l) Course Content means all information, materials and content made available to the
Customer via the Platform, Slack Group or otherwise in connection with the Course
(whether in written, audio and/or video formats).
(m) Customer means a person who participates in the Course and pays the Course Fee.
(n) Customer Content means any information or data that is uploaded or input into the
Platform and/or Slack Group by the Customer.
(o) Facilitator means a person who assists with the delivery of the Course to the
Customer on behalf of the Company.
(p) Intellectual Property means all copyright, patents, inventions, trade secrets, know-
how, product formulations, designs, circuit layouts, databases, registered or
unregistered trademarks, brand names, business names, domain names and other
forms of intellectual property.
(q) LearnWorlds means the online course platform provided by LearnWorlds (CY) Ltd
and accessible at https://www.learnworlds.com/.
(r) Live Session means an online video conference session run by Facilitators with
Customers as part of the Course, which in default shall be conducted over Zoom.
(s) Payment Gateway means Stripe, or such other payment system the Company may
adopt within the Platform from time-to-time.
(t) Platform means the digital platform used to deliver the Course and access Course
Content, which in default shall be LearnWorlds.
(u) Privacy Policy means the Company’s privacy policy published on the Site (as
updated from time-to-time).
(v) Privacy Law means the collective enactments and legislation governing privacy of
personal information as determined by, and subject to the governing law as set under
clause 6.12.
(w) Qualification Form means the online form to be completed by the Customer as part
of enrolment to the Course.
(x) Site means the website found at https://www.reciprocomethod.com/, or such other
URL used by the Company to advertise the Course from time-to-time.
(y) Slack Group means the Company’s private Slack group for Customers to interact in
respect of the Course.
(z) Stripe means the cloud payments platform accessible at https://www.stripe.com/.
(aa) Terms & Conditions means the terms and conditions of participating in the Course,
as updated from time-to-time, which can be found at the Site.
(bb) Third Party Service Provider means an independent third-party service provider.
(cc) Third Party Software means any product, software and/or solution provided by a
Third Party Service Provider and includes (without limitation) LearnWorlds and Zoom.
(dd) Third Party Software Terms means the standard user terms of service for access to
and use of Third Party Software.
(ee) Zoom means the online video conference platform provided by Zoom Video
Communications, Inc. and accessible at https://zoom.us/.
1.1 General
(a) The Course is designed for wellness professionals to support their experience
and skills.
(b) The Customer agrees that its participation in the Course is subject to these
Terms & Conditions, as well as any other Company Policy (to the extent this is
made available to the Customer).
(c) The Customer is responsible for ensuring that they have all necessary
equipment and software to enable ongoing access to Course Content and Live
Sessions necessary to complete the Course.
(d) The Company may restrict the access of any Customer that breaches these
Terms & Conditions.
(e) After the end of the Course Period, the Company will provide the Customer with
a Course Certificate subject to successful completion of the Course.
(f) To avoid doubt, the Course Certificate will simply confirm the Customer’s
completion of the Course and will not grant the Customer any professional
qualification, accreditation or similar.
1.2 Account, Enrolment and Platform
(a) To participate in the Course, the Customer must have set up an Account to
obtain access to the Platform.
(b) The Customer acknowledges and accepts that:
i The Company uses the Platform to deliver the Course;
ii The Platform is provided by a Third Party Service Provider;
iii The Third Party Service Provider manages the Account set up process
independently to the Company; and
iv The Customer will be required to accept the relevant Third Party
Software Terms to set up an Account.
(c) To clarify, the Company manages the Couse Content that is uploaded and
accessible via the Platform, but the Platform itself is run independently of the
Company by a Third Party Service Provider.
Qualification Form as a condition to successfully enrolling in the Course.
(e) The Customer must ensure that all information entered in the Qualification
Form is complete and accurate and agrees to notify the Company of any
material changes to information entered in the Qualification Form that occurs
before or during the Course Period.
(f) Following the Customer’s successful enrolment in the Course, the Company
will send an email with relevant information on their participation in the Course.
(g) To avoid doubt, it shall be free for the Customer to set up an Account and use
the Platform.
1.3 Live Sessions
(a) Live Sessions shall be undertaken regularly during the Course Period, on days
and at times notified to the Customer.
(b) The Customer is solely responsible for ensuring that they have access to Zoom
to join and participate in Live Sessions at the scheduled times.
(c) By participating in a Live Session, the Customer acknowledge and accepts that:
i The Company may record Live Sessions (though this will not include
the physical appearance and image of Customers);
ii Recordings of Live Sessions may include the words and voice of the
Customer (to the extent they participate in the Live Session); and
iii The Company may use recordings of Live Sessions for future use in its
discretion (including for commercial sale).
1.4 Course Period, Rescheduling and Cancellations
(a) Company Reschedule
i The Company reserves the right to change the scheduled Course
Period where reasonably necessary, including in circumstances where
the minimum required number of participants for the Course is not met
(which shall be determined at the Company’s discretion).
ii The Company agrees to provide Customers with no less than 14 days
written notice to reschedule the Course Period dates pursuant to
paragraph (a) above.
iii Where the Company reschedules the Course Period dates, the
Customer shall be entitled to a full refund on monies paid for the
Course Fee, so long as the Customer notifies the Company in writing
that they wish to seek a refund no less than 1 day before the new
Commencement Date.
i The Customer shall be entitled to a full refund on monies paid for the
Course Fee provided the Customer notifies the Company in writing that they wish to not attend the Course and instead seek a refund during the
Cancellation Window.
ii Where the Customer notifies the Company in writing that they wish to
not attend the Course and instead seek a refund outside of the
Cancellation Window, then any refunds will be at the sole discretion of
the Company, and where provided shall be subject to the
Administration Fee.
2 DISCLAIMER
2.1 The Course is for educational purposes only and is designed to equip Customers with
information, techniques, and tools to support their activities in professional wellness
generally.
2.2 The Course does not, and is not intended to, constitute medical advice, or render a
medical opinion. Course Content may not constitute the most up to date medical, legal,
or other information. Customers should contact their doctor and/or lawyer to obtain
advice with respect to any medical and/or legal matter, and not act or refrain from acting
in reliance of the Course without first seeking professional legal and/or medical advice
in their relevant jurisdiction.
2.3 The Course incorporates activities, techniques, and practices that may have an inherent
risk to the Customer, and by participating in these activities the Customer fully
appreciates the dangers and assumes all risks to the exclusion of the Company. The
Customer must consult a medical and/or mental health professional, or simply not
participate, if they have any concerns about their medical and psychological condition
or fitness to participate in any activity during the Course.
2.4 The Course alone does not make the Customer a specialist or expert in the facilitation
and application of activities, techniques, practices, experiences, or modality that are
discussed during the Course, but rather to enhance their skills to provide integration
care effectively and safely. The Customer is solely responsible for their use and
application of learnings obtained during the Course especially when these are used on
their own clients in a professional setting.
2.5 Any medicines, drugs or other substances discussed during the Course are not
recommendations to obtain or use them. The Customer is exclusively responsible for
their decision to obtain or use these substances and must undertake their own due
diligence, especially having regard to the relevant laws and regulations in their
jurisdiction, before doing so.
2.6 No medical professional patient relationship is created from access to the Course and
use of Course Content as provided by the Company to the Customer.
3.1 All Course Content remains the Intellectual Property of the Company, and Customers
must not copy, reproduce, vary, distribute, or otherwise exploit the Course Content in a
manner that is competitive with the Company without the Company's express prior
written consent, or permit any third party to do so.
3.2 To clarify, the Customer is permitted to download and export Course Content from the
Platform for their own use after the Course ends and use Course Content to support
their professional services outside of the Course but must not do so in competitive manner, including especially the direct or indirect commercial distribution or sale of
Course Content.
3.3 The Company may add, vary and/or remove the Course Content as its complete
discretion without prior notice.
3.4 The Customer must not allow access to their Account and the Course Content by any
third party without the Company’s prior consent.
3.5 The Company makes no warranty or representation as to the accuracy or legality of
Course Content in respect of the Customer’s own jurisdiction of residence.
4 CUSTOMER CONTENT AND CONDUCT
4.1 The Customer acknowledges and agrees that:
(a) The Customer may create Customer Content, but that by doing so the
Customer shall not acquire an interest to any Intellectual Property owned by the
Company, which may exist in the Course Content, Slack Group or otherwise;
(b) The Customer must conduct themselves and interact with the Company,
Facilitators, and other Customers in a respectful and professional manner, and
not in a rude, offensive, bullying and/or harassing manner;
(c) The Customer is responsible for the accuracy, quality and legality of their
Customer Content;
(d) The Customer indemnifies the Company for any Customer Content that is
illegal, offensive, indecent, or objectionable;
(e) The Company may suspend, remove, or edit Customer Content that the
Company determines is illegal, offensive, indecent or objectionable in its sole
discretion;
(f) Under no circumstances will the Company be liable in any way for Customer
Content; and
(g) The Customer warrants that it has all necessary Intellectual Property rights to
use Customer Content and shall indemnify the Company for any infringement
the Customer commits of third-party Intellectual Property rights by using
Customer Content.
4.2 The Customer is responsible for their own conduct and actions, including where done in
reliance on the Course. The Customer must not rely on Course Content prima facie
without regard to other considerations and due diligence. The Company cannot be
liable in any circumstances from any loss or injury suffered by the Customer from
actions and decisions made in reliance of Course Content.
4.3 The Company is not responsible for, and not liable to the Customer with respect to, the
actions of the Customer that occur outside of the Course, including (without limitation)
the application of techniques, tools, medicines, or other information learned during the
Course in a professional setting or otherwise.
4.4 The Customer is solely responsible for having all necessary qualifications,
accreditations, licences, or other credentials necessary to provide professional wellness
services to persons in their legal jurisdiction.
5.1 Course Fee and Payment Plans
(a) The Customer must pay the Course Fee to access the Course.
(b) The Course Fee must be paid upfront in full unless a payment plan option is
made available by the Company from time-to-time.
(c) Where the Customer elects a payment plan option (to the extent available),
then the Customer must provide credit or debit card details and authorise the
Company via the Payment Gateway to direct debit their account until the
Course Fee is paid in full.
(d) The Customer authorises the Company to charge their credit or debit card for
any outstanding Course Fees if:
i The Customer does not honour the terms of the payment plan
(including failure to make one or more payments); or
ii The Customer purports to cancel the payment plan prior to full payment
of the outstanding Course Fees.
(e) For clarity, the Customer shall remain liable to the Company for the full Course
Fee in accordance with the payment terms agreed between the Customer and
the Company, regardless of whether the Customer completes the Course.
5.2 Payment, Currency, and Invoices
(a) All Course Fees shall be made via the Payment Gateway or in such other
manner as the Company may direct from time-to-time.
(b) All Fees are payable in European dollars, however transactions may be
processed in an equivalent foreign currency (such as US dollars) depending on
the Customer’s location.
(c) Unless expressed otherwise, all Course Fees shall be deemed inclusive of any
services tax.
(d) The Company will provide the Customer with an invoice for any payments.
5.3 Refunds
No refunds are offered on Course Fees other than as required by law or provided for in
accordance with clause 1.4.
6 GENERAL CONDITIONS
6.1 Licence
(a) By accepting these Terms & Conditions, the Customer is granted a limited,
non-exclusive and revocable licence to access the Course and use the Course
Content, in accordance with these Terms & Conditions.
(b) The Company may issue the licence to the Customer on the further terms or
limitations as it sees fit.
(c) The Company may revoke or suspend the Customer’s licence in its absolute
discretion for any reason that it sees fit, including for breach of these Terms &
Conditions.
6.2 Modification of Terms
(a) These Terms & Conditions may be updated by the Company from time-to-time.
(b) Where the Company modifies the terms, it will provide the Customer with
written notice, however the updated terms will not apply to the Customer to the
extent they are already enrolled in the Course (unless they agreed otherwise).
6.3 Platform
(a) The Customer agrees and accepts that the Platform is hosted by a Third Party
Service Provider without any involvement of the Company.
(b) As a hosted and managed service, the Third Party Service Provider reserves
the right to upgrade, maintain, add, or remove features, redesign or otherwise
alter the Platform, in accordance with the relevant Third Party Solution Terms.
6.4 Support
(a) The Company provides online support for the Customer including via the Slack
Group.
(b) The Customer should notify the Company of any difficulties or problems they
may experience in connection with the Course.
(c) The Company shall endeavour to respond to all support requests in a timely
manner.
6.5 Use and Availability
(a) The Customer agrees that it shall only access the Course and use the Course
Content, Platform and Slack Group for legal purposes and shall not use it to
engage in any conduct that is unlawful, immoral, threatening, abusive or in a
way that is deemed unreasonable by the Company in its discretion.
(b) The Customer is solely responsible for the security of its username and
password for access to the Platform and Slack Group and shall notify the
Company as soon as it becomes aware of any unauthorised access.
(c) The Customer agrees that the Company shall provide uninterrupted access to
the Platform and Slack Group to the best of its abilities, however:
i Access to the Platform and Slack Group may be prevented by issues
outside of its control; and
ii It accepts no responsibility for ongoing access to the Platform and/or
Slack Group.
(a) The Company maintains the Privacy Policy in compliance with the provisions of
the Privacy Law for data that it collects about Customers.
(b) By agreeing to these Terms & Conditions, the Customer also agree to the
terms of the Privacy Policy and consents to the Company handling its personal
information in accordance with the Privacy Policy.
(c) To confirm, the Privacy Policy does not apply to how the Customer handles
personal information it receives in connection with the Course, which is their
own responsibility.
(d) The Platform may use cookies (a small electronic tracking code) to improve a
Customer’s experience while browsing, while also sending browsing
information back to the Company. The Customer may manage how it handles
cookies in its own browser settings.
6.7 Content
All content (excluding Customer Content) submitted to the Company, whether via Live
Sessions, the Slack Group or directly by other means, becomes and remains the
Intellectual Property of the Company, including (without limitation) any analytics,
insights, ideas, enhancements, feature requests, suggestions or other information
provided by the Customer with respect to the Course.
6.8 Third Party Dependencies
The Customer agrees and acknowledges that the Platform, Slack Group, and other
Third Party Software the Company may implement has third party dependencies which
may affect its availability, and that the Company has no means of controlling the
availability of such dependencies and shall not be liable for any interruptions to such.
6.9 Confidentiality
(a) Each party acknowledges and agrees that:
i the Confidential Information is secret, confidential and valuable to the
disclosing party (Discloser);
ii it owes an obligation of confidence to the Discloser concerning the
Confidential Information;
iii it must not disclose the Confidential Information to a third party except
as permitted in these Terms & Conditions;
iv all Intellectual Property rights remain vested in the Discloser, but
disclosure of Confidential Information does not in any way transfer or
assign any rights or interests in the Intellectual Property to the receiving
party; and
v any breach or threatened breach by the receiving party of an obligation
under these Terms & Conditions may cause the Discloser immediate
and irreparable harm for which damages alone may not be an
adequate remedy. Consequently, the Discloser has the right, in
addition to other remedies available at law or in equity, to seek
injunctive relief against the receiving party (and its agents, assigns,
employees, officers and directors, personally) or to compel specific
performance of this clause.
(b) A party must notify the Discloser in writing, giving full details known to it
immediately, when it becomes aware of:
i any actual, suspected, likely or threatened breach by it of any
obligations it has in relation to the Confidential Information.
ii any actual, suspected, likely or threatened breach by any person of any
obligation in relation to the Confidential Information; or
iii any actual, suspected, likely or threatened theft, loss, damage, or
unauthorized access, use or disclosure of or to any Confidential
Information.
(c) The receiving party must promptly take all steps that the Discloser may
reasonably require and must co-operate with any investigation, litigation or
other action of the Discloser or of a related body corporate if there is:
i any actual, suspected, likely or threatened breach of a term of these
Terms & Conditions; or
ii any theft, loss, damage or unauthorized access, use or disclosure of or
to any Confidential Information that is or was in its possession or
control.
(a) THE CUSTOMER AGREES THAT IT ACCESSES THE COURSE AND USES
COURSE CONTENT, THE SLACK GROUP AND PLATFORM AT ITS OWN
RISK.
(b) THE CUSTOMER ACKNOWLEDGES THAT THE COMPANY IS NOT
RESPONSIBLE FOR THE CONDUCT OR ACTIVITIES OF ANY CUSTOMER,
INCLUDING SPECIFICALLY ACTIONS DONE AND DECISIONS MADE IN
RELIANCE ON THE COURSE CONTENT, AND THAT THE COMPANY IS
NOT LIABLE FOR SUCH UNDER ANY CIRCUMSTANCES.
(c) THE CUSTOMER AGREES TO INDEMNIFY THE COMPANY FOR ANY
LOSS, DAMAGE, COST, OR EXPENSE THAT THE COMPANY MAY SUFFER
OR INCUR AS A RESULT OF OR IN CONNECTION WITH THE
CUSTOMER’S USE OF OR CONDUCT IN CONNECTION WITH THE
PLATFORM, SLACK GROUP OR COURSE, INCLUDING ANY BREACH BY
THE CUSTOMER OF THESE TERMS & CONDITIONS.
(d) THE COMPANY MAKE NO REPRESENTATIONS, WARRANTIES, OR
GUARANTEES, WHETHER EXPRESS OR IMPLIED, THAT:
i THE CUSTOMER WILL ACHIEVE PARTICULAR RESULTS OR
BENEFITS FROM THE COURSE; OR
ii THE COURSE CONTENT IS ACCURATE, COMPLETE, AND UP TO
DATE.
(e) IN NO CIRCUMSTANCES WILL THE COMPANY BE LIABLE FOR ANY
DIRECT, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES,
DAMAGE TO PROPERTY, LOSS OF PROPERTY, LOSS OR CORRUPTION
OF DATA, LOSS OF PROFITS, GOODWILL, BARGAIN OR OPPORTUNITY,
LOSS OF ANTICIPATED SAVINGS OR ANY OTHER SIMILAR OR
ANALOGOUS LOSS RESULTING FROM THE CUSTOMER’S ACCESS TO,
OR USE OF, OR INABILITY TO USE THE COURSE, COURSE CONTENT,
PLATFORM OR SLACK GROUP, IN PARTICULAR ANY DECISION MADE IN
RELIANCE ON COURSE CONTENT, WHETHER BASED ON WARRANTY,
CONTRACT, TORT, NEGLIGENCE, IN EQUITY OR ANY OTHER LEGAL
THEORY, AND WHETHER OR NOT THE COMPANY KNEW OR SHOULD
HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGE, OR BUSINESS
INTERRUPTION OF ANY TYPE, WHETHER IN TORT, CONTRACT OR
OTHERWISE.
(f) TO AVOID DOUBT, THE INDIVIDUAL FACILITATORS SHALL HAVE NO
DIRECT CONTRACTUAL RELATIONSHIP WITH CUSTOMERS AND
CANNOT BE HELD PERSONALLY LIABLE BY THE CUSTOMER IN
RESPECT OF THEIR ROLE IN DELIVERING THE COURSE.
6.11 Suspension and Termination
(a) The Company may, without penalty or liability to the Customer, suspend the
Customer’s access to the Course if it has reasonable grounds to believe that
the Customer is in breach of these Terms & Conditions, until such time as the
matter is appropriately determined.
(b) The Customer may terminate these Terms & Conditions immediately by giving
the Company written notice.
(c) The Company may terminate these Terms & Conditions if the Customer is in
breach of these Terms and:
i That breach is not capable of remedy;
ii The breach is material, wilful, reckless or repetitious; and/or
iii The breach can be remedied but is not remedied within 7 days of being
given notice of that breach by the Company.
(d) Termination is without prejudice to and does not affect the accrued rights or
remedies of any of the parties arising in any way out of these Terms &
Conditions up to the date of expiry or termination, in particular the Customer’s
obligation to pay Fees.
6.12 Governing Law and Jurisdiction
(a) These Terms & Conditions, as well as the respective rights and obligations
hereunder, shall be governed by and construed and enforced in accordance
with the laws of the State of Delaware (United States) without regard to conflict
of laws principles. Please note that access to the Course by the Customer may
be subject to other local, state, national, and international laws.
(b) The Company and the Customer expressly:
i Agrees that exclusive jurisdiction for resolving any claim or dispute with
Company relating in any way to access to the Course resides in the
state and federal courts of the State of Delaware;
ii Agrees and consents to the exercise of personal jurisdiction in the state
and federal courts of the State of Delaware;
iii Waives any right to a jury trial in any legal proceeding against the
Company; and
iv Agrees that any claim or cause of action with respect to access to the
Course must be commenced within one (1) year after the claim arises.
6.13 Dispute Resolution
(a) If any dispute arises between the parties in connection with these Terms &
Conditions (Dispute), then either party may notify the other of the Dispute with
a notice (Dispute Notice) which:
i Includes or is accompanied by full and detailed particulars of the
Dispute; and
ii Is delivered within 7 days of the circumstances giving rise to the
Dispute first occurring.
(b) Within 7 days after a Dispute Notice is given, a representative of each party
with the authority to resolve the dispute, must meet (virtually or otherwise) and
seek to resolve the Dispute.
(c) Subject to clause (d), a party must not bring formal proceedings in respect of
any Dispute unless it first complies with the requirements of the dispute
resolution mechanism outlined in this clause.
(d) Nothing in this clause prevents either party from instituting court proceedings to
seek urgent injunctive, interlocutory, or declaratory relief in respect of a
Dispute.
(e) Despite the existence of a Dispute, the parties must continue to perform their
respective obligations under this document and any related agreements.
6.14 Electronic Communications and Notices
(a) The Customer can direct notices, enquiries, complaints and so forth to the
Company using the contact details notified to the Customer. The Company will
notify the Customer of a change of details from time-to-time.
(b) The Company will send the Customer notices and other correspondence via
the Platform, to the details that the Customer submits to the Company, or that
the Customer notifies the Company of from time-to-time. It is the Customer’s
responsibility to update its contact details as they change.
(c) A consent, notice or communication under these Terms & Conditions is
effective if it is sent as an electronic communication unless required to be
physically delivered under law.
(d) Notices must be sent to the parties’ most recent known contact details.
6.15 General
(a) Assignment.
i The Customer may not assign or otherwise create an interest in these
Terms & Conditions.
ii The Company may assign or otherwise create an interest in its rights
under these Terms & Conditions by giving written notice to the Client.
(b) Disclaimer. Each party acknowledges that it has not relied on any
representation, warranty or statement made by any other party, other than as
set out in these Terms & Conditions.
(c) Relationship. The relationship of the parties to these Terms & Conditions does
not form a joint venture or partnership.
(d) Waiver. No clause of these Terms & Conditions will be deemed waived and no
breach excused unless such waiver or consent is provided in writing.
(e) Severability. Any clause of these Terms & Conditions, which is invalid or
unenforceable, is ineffective to the extent of the invalidity or unenforceability
without affecting the remaining clauses of these Terms & Conditions.
END TERMS & CONDITIONS