Booking Terms and Conditions
1.2. If there is any inconsistency between this Agreement and the term of any other document referred to in this Agreement, this Agreement shall prevail to the extent of any inconsistency.
This Agreement commences on the date you make a booking on our Website or the date you access and use our Reiki and Yoga classes and/or attend our Reiki and Yoga Courses as further described on the Website or on the Cliniko Booking System (Services) (whichever is earlier) (Commencement Date), and will continue until terminated in accordance with the terms of this Agreement (Term).
3. Booking Form
3.1. You must sign into use our Services using the Booking Form on the Cliniko Booking System on our Website to reserve your preferred Reiki and Yoga class or to secure your place in a Reiki and Yoga Course (as the case may be). This is to ensure that the class or course does not exceed the venue capacity and to comply with health and safety laws(including COVID-19 restrictions and guidelines);
3.2. You are solely responsible for the activity conducted on the Cliniko Booking System or our Website. Sparqe may at any time request that you provide identification to verify your identity at any time.
3.3. In order to use and access the Services, Booking Form and Cliniko Booking System, you must be over 18 years of age and be legally able to enter into contractual relations. If you are not over 18 years of age (Minor), you should not access or use the Cliniko Booking System or the Booking Form. We reserve the right to ask for proof of age from you and access to the Booking Form may be suspended until satisfactory proof of age is provided.
3.4. In relation to your use of the Booking Form or the Cliniko Booking System , you undertake that you will:
(a) not disclose any details which is used to access and operate the Booking Form to any third party and take reasonable measures top revent disclosure of any details disclosed in any Booking Form to any third party. You are liable for your use of the Cliniko Booking System using your Booking Form details. Please notify us immediately if you become aware that your Booking Form is being used without authorization, or any security breach relating to your Account;
(b) provide only accurate, complete registration information, and you will update that information if it changes;
(d) not impersonate another person in using and accessing the Booking Form, or provide false identity information to gain access to or use the Cliniko Booking System.
3.5. We have the right to suspend or terminate any Booking Form or your access or use of the Cliniko Booking System , at any time, if, in our opinion you have failed to comply with any of the provisions of this Agreement.
4. Customer obligations
4.1. You must:
(a) provide us with all necessary co-operation and follow any reasonable and lawful instructions given to you during or in relation to your access to, and use of, the Services;
(b) bring or have access to your own fitness equipment, such as yoga mats and accessories when you attend any Reiki and Yoga Class or any Reiki and Yoga Course;
(c) be punctual when attending any Reiki and Yoga Class or any Reiki and Yoga Course as late attendance can disrupt the quality of the Services for other users;
(d) dress in comfortable clothing (Reiki) and appropriate yoga/ fitness clothing (yoga);;
(e) ensure that you have all necessary computer systems and internet access in order to use the Booking Form, the Cliniko Booking System, on the Website, or to otherwise participate in any of the Services;
(f) be respectful and courteous to our Personnel and other users of the Services;
(g) observe and comply with any COVID-19 restrictions or sign in request made by us;
(h) carryout all of your responsibilities set out in this Agreement in a timely and efficient manner; and
(i) if you book the Services on behalf another person (Invitee), you remain responsible at all times for any act or omission of such Invitee arising out of, or in connection with your and the Invitee’s access to, and use of, the Services (regardless of whether the acts or omissions were authorized by you).
4.2. You must not:
(a) without our prior written consent, use a recording device to record any instructions or exercises demonstrated during any of the Services;
(b) reverse engineer or decompile the Booking Form, our Website, or the Cliniko Booking System;
(c) access all or any part of the Website, the Booking Form, or the Cliniko Booking System to build a product, service or code which competes with our Website;
(d) modify, duplicate, create derivative works from, transmit, sell, disclose, licence, distribute or commercially exploit all or any part of the Website, the Booking Form, or Cliniko Booking System (including any contents, materials or graphics contained on the Website or the Cliniko Booking System); and
(e) make all or any part of the Website, the Booking Form, or the Cliniko Booking System available to a third party without our written consent.
5. Access and use of the Booking Form, ourWebsite and the Cliniko Booking System
5.1. Sparqe will not be liable to you or anyone else if for any reason the Website, the Booking Form, or the Cliniko Booking System is unavailable (wholly or partly) at any time or for any period.
5.2. Access to the Website, the Booking Form, and the Cliniko Booking System is permitted on a temporary basis, and Sparqe reserve the right to withdraw or amend the products or, information and content Sparqe provide on, or via, the Website, the Booking Form, or the Cliniko Booking System at any time without notice. From time to time, Sparqe may restrict access to some parts of the Website (wholly or partly), the Booking Form, or the Cliniko Booking System.
5.3. When accessing and using the Website, the Booking Form, or the Cliniko Booking System, you must not misuse, disrupt, impair or undermine the security or integrity of the Website the Cliniko Booking System , the Booking Form or any computing systems or networks involved in maintaining the Website, or gain unauthorised access to any systems or materials other than those you have been given express permission to access.
5.4. You must not use this Website or the Cliniko Booking System to post, distribute or transmit any files that may damage any other person’s computing devices or software (including any virus, worm, Trojan, or other harmful software or component), content or material that may be offensive, or material or data in violation of any Relevant Laws.
6. Sparqe obligations
6.1. Sparqe shall use reasonable endeavours to provide you with the Services as described on the Website.
6.2. In the event that Sparqe fail to provide you with the Services, Sparqe shall use reasonable endeavours to correct any such non-conformance, or provide you with an alternative means of accomplishing the desired performance. To the extent permitted by Relevant Laws, the foregoing constitutes your sole and exclusive remedy for any breach of clause 6.1.
7. Bookings and reservations
7.1. In order to reserve your place in, or to enrol in a Reiki and Yoga Class and/or Reiki and Yoga Course (as the case may be), you must use the Cliniko Booking System which may be accessed through our Website.
7.2. Sparqe may, at our absolute discretion, accept or decline any booking made for Services on, or via, Cliniko Booking System. Any booking for Services not accepted is automatically deemed cancelled.
7.3. Bookings must be made at least 24 hours prior to the scheduled Services.
7.5. Your place in a Reiki and Yoga Class and/or Reiki and Yoga Course and (as the case may be) is not secure until payment is received by us.
7.6. The Services are subject to:
(a) availability of our instructors and space at the Sparqe studio; and
(b) health and safety laws (including any epidemic, pandemic or government restriction or lockdowns).
8.1. When you order or purchase Services on, or via, the Website or the Cliniko Booking System, Sparqe will charge you fees as specified on the Website for:
(a) single Reiki and/or Yoga sessions (each session not exceeding 1 hour in duration) (Single Session); or
(b) packs of multiple Reiki and/or Yoga sessions (Block Bookings). The Block Bookings will activate on the date of your first class and expire after 6 months.
8.2. The fees for corporate workshop packages are based on a written quote provided to you on written request and our quotes are valid for 2 months from the date of issue.
8.3. All fees payable under this Agreement are in Australian Dollars and are inclusive of GST, which shall be payable in addition. The fees must be paid in full at the time of booking the Services in order to reserve your place in any Reiki and Yoga Class or Reiki and Yoga Course (as the case may be).
8.4. Prices of Single Session and Block Bookings may vary from time to time, are non-refundable and non-transferrable.
8.5. Payment for the Services must be made via electronic funds transfer to the account nominated in the Cliniko Booking System or on our Website. We may, at our absolute discretion and without notice, change the payment methods that can be used to purchase the Services at any time.
8.6. If you fail to pay any fees owing to us under this Agreement, without limiting any other remedies available to us under this Agreement or under any Relevant Laws, Sparqe may, in our sole discretion, either:
(a) charge interest on all outstanding invoices, charged at an interest rate of 1.25% per month (15% per annum);
(b) suspend access to the Website and Services (without liability to you) until all outstanding invoices (including interest) are paid in full; or
(c) terminate this Agreement in accordance with clause 10 (without liability to you).
8.7. Without limiting our rights under this clause 8 or under any Relevant Laws, you will pay Sparqe all costs and expenses incurred in recovering any outstanding invoices (including any interest), legal costs (on a solicitor/client basis) or expenses paid by Sparqe in relation to enforcement steps or mercantile or collections agents.
9. Cancellations and refunds
9.1. If you cancel or re-schedule any Reiki and Yoga Class:
(a) at least 48 hours before the scheduled Reiki and Yoga Class, you will be entitled to a full refund of the relevant fees paid by you; or
(b) within 48 hours of the scheduled Reiki and Yoga Class, there will be no refunds of the fees paid by you, but you will be entitled to a credit note to be used for future Reiki and Yoga Classes or Reiki and Yoga Courses booked by you.
9.2. If you cancel or re-schedule any Reiki and Yoga Course or corporate workshop:
(a) before 7 Business Days of the scheduled Reiki and Yoga Course or corporate workshop, you will receive a full refund of the fees paid by you. Any amount refunded may be credited, or
(b) within 7 Business Days of the scheduled Reiki and Yoga Course or corporate workshop, there will be no refunds of the fees paid by you, but you will be entitled to a credit note to be used for Reiki and Yoga Course or corporate workshops booked by you.
9.3. If Sparqe re-schedules or cancels any scheduled Services, Sparqe shall use reasonable endeavours to notify you of any cancellation or change at least 24 hours prior to the scheduled Services. In such cases, Sparqe may, at our absolute discretion, either refund you the full fees paid by you for the Services or offer you an alternative date to access and use the Services. If Sparqe elect to refund the fees paid by you under this Agreement, Sparqe shall provide you with a full refund within 7 Business Days.
10.1. Either party may terminate this Agreement for convenience at any time by giving the other party at least 1 days’ written notice. If you cancel this Agreement in accordance with clause 10.1, any fees paid by you under this Agreement are non-refundable.
10.2. Either party may terminate this Agreement immediately by notice in writing if:
(a) the other party is in breach of any term of this Agreement and such breach is not remedied within 14 days after receiving notice requiring it to do so;
(b) the other party is in breach of any term of this Agreement and such breach is not capable of remedy; or
(c) an Insolvency Event occurs in respect of the other party.
10.3. On termination or expiration of this Agreement for any reason:
(a) you shall immediately pay all outstanding fees owing to us under this Agreement (including interest); and
(b) you must immediately return to Sparqe, all property belonging to Sparqe which may be in your possession, custody or control and certify to Sparqe in writing, that you have done so; and
(c) you must immediate cease accessing and using the Website and the Services.
11. Disclaimer of warranties and liabilities
11.1. You acknowledge and agree that, to the extent permitted by Relevant Laws:
(a) Sparqe make no representation, warranty or guarantee in relation to the availability, continuity, reliability, accuracy, currency or security of the Services, the Booking Form, or the Website, including any other ancillary products or services which are made available to you on, or via, our Website or through the Cliniko Booking System. You acknowledge that the Services and our Website, including any other ancillary products or services made available to you are provided ‘as is’;
(b) it is your responsibility to determine whether the Services, meets your specific needs and/or would be suitable for the purposes for which they are used;
(c) none of our Reiki and Yoga Classes and/or Reiki and Yoga Courses are a substitute for primary medical care, and have not been designed to diagnose or cure any ailment or illness; and
(d) the provision of the Services does not guarantee or result in any accredited qualification or specific personal or health results.
11.2. Sparqe will not be liable if any of the Cliniko Booking System, the Booking Form, the Website, or our Services are unavailable for any reason, including directly or indirectly as a result of:
(a) any telecommunications unavailability, interruption, delay, bottleneck, failure or fault;
(b) any negligent, malicious or wilful act or omission of any third party; or
(c) any services provided by third parties which cease or become unavailable;
(d) unavailability of the Sparqe studio; or(e) a Force Majeure Event.
11.3. Nothing contained in this Agreement excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, state or territory legislation where to do so is unlawful.
11.4. To the fullest extent permitted by Relevant Laws, Sparqe excludes:
(a) all express or implied representations, conditions, statutory guarantees, warranties and provisions (whether based on statute, common law or otherwise);
(b) any liability for any direct, indirect or consequential loss or damage;
(c) any liability for loss of income or revenue; loss or interruption of business, loss of profits, loss of anticipated savings, loss, corruption or alteration of data, loss of goodwill; expectation loss, or loss of production; or
(d) any liability for loss or damage to any property or personal injury or death to you, your Invitees or any third person,
arising out of, related to or in connection with the Services, the Reiki and Yoga Course Materials or the Website (or any other ancillary products or services made available to you on, or via, the Website) and this Agreement, regardless of the cause of action on which they are based, even if advised of the possibility of such damage occurring.
11.5. To the fullest extent permitted Relevant Laws, you agree that in no event will our maximum aggregate liability, whether based upon warranty, contract, statute, tort (including negligence) or otherwise, exceed the Fees paid by you to Sparqe in the 2 months preceding the claim.
11.6. To the maximum extent permitted by Relevant Laws, you agree to defend, indemnify and hold Sparqe, our Affiliates and Personnel (collectively, the Indemnified) harmless from and against any and all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal costs on a full indemnity basis) that may be brought against the Indemnified or which the Indemnified may pay, sustain or incur as a direct or indirect result of, or arising out of:
(a) the access to, and use of, the Cliniko Booking System, Website or the Services;
(b) any breach by you or your Invitees of this Agreement;
(c) any loss or damage to any property personal injury or death to you or your Invitees.
12. Intellectual Property Rights
12.1. You acknowledge and agree that Sparqe own all Intellectual Property Rights in:
(a) the Website, the Booking Form, the Services, the Reiki and Yoga Course Materials and any information that may be provided to or accessed by you in connection with your access to, and use of, our Services and Website; and
(b) anything else generated, discovered or otherwise coming into existence as a result of, or in connection with, the provision of any Services (including all improvements, modifications, amendments or otherwise in any of the foregoing),
(collectively, Sparqe IP).
12.2. For the Term, Sparqe grant you a non-exclusive, personal, revocable and non-sublicensable licence to access and use Sparqe IP to such extent as is necessary to enable you to make reasonable use of the Services.
13. Confidential Information
13.1. Save as required by any Relevant Laws, all information and material supplied by us in relation to the Website, the Booking Form, the Cliniko Booking System, the Services, the fees payable under this Agreement and the terms of this agreement are confidential and must not be disclosed by you to a third party (except your professional advisors) without our written consent. This includes, without limitation, information provided to you in any form (including written and electronic) and by any means (including during any conversations with you). Upon the expiry or termination of this Agreement, such confidential information must either be destroyed or returned to us, as directed by us.
14. Force Majeure
Sparqe will have no liability to you or anyone else under this Agreement or otherwise if Sparqe are prevented from or delayed in performing our obligations under this Agreement, or from carrying on our business, by acts, events, omissions or accidents beyond our control including, but not limited to: acts of God, failure of a utility service or transport or telecommunications network, riots, civil commotion, computer hacking, war, acts of terrorism, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or earthquake, pandemic, epidemic and mandatory government lockdowns, any disaster or adverse weather, governmental actions, default or non-performance of hosting or data centre providers or other suppliers or sub-contractors, labour disputes, or any other failure, act or omission in our supply chain (Force Majeure Event).
15. Dispute resolution
The parties must, before resorting to court proceedings (except interlocutory or interim relief), refer any dispute between the parties under or relating to this Agreement initially to a nominated representative of each party to endeavour to resolve the dispute within 20 days. If the dispute is not resolved within this period, then either party may, in its sole discretion, initiate court proceedings. Notwithstanding the existence of a dispute, each party must continue to perform its obligations under this Agreement.
16.1. By accessing and using the Services, the Cliniko Booking System or the Website, you accept that communication with us will be mainly electronic. We will contact you by email or provide you with information by posting notices on the Website.
16.2. You acknowledge that all contracts, notices, information and other communication (notices) we may provide electronically comply with any legal requirements that such documents be in writing.
16.3. Notice will be deemed received and properly served immediately when posted on the Website or 24 hours after an email is sent to you. As proof of service, it is sufficient that the email was sent to the email address specified by you in the Booking Form or on our Website.
17.1. A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed, and to the circumstances for which it is given.
17.2. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
17.3. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, then the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
17.4. This Agreement, and any documents referred to in it, constitute the whole Agreement between the parties and supersede any previous arrangement, understanding or Agreement between them relating to the subject matter they cover.
17.5. Neither party shall, without the prior written consent of the other party (which will not be unreasonably withheld), assign, transfer, charge or deal in any other manner with all or any of its rights or obligations under this Agreement, except that We may assign, sell or transfer our rights or obligations under this Agreement to an Affiliate or bona fide third party purchaser of our business.
17.6. The laws of the state of New South Wales, Australia govern this Agreement. The parties agree to submit to the exclusive jurisdiction of the courts of New South Wales.
17.7. Nothing in this Agreement is to be construed as constituting a partnership, employment relationship, joint venture, or any other form of association between the parties in which 1 party may be liable for the acts or omissions of any other party.
The definitions in this clause apply in this Agreement:
(a) Affiliate means in relation to any party, a person which, directly or indirectly, (i) is Controlled by that party; or (ii) Controls that party; or (iii) is Controlled by a person referred to in (ii) above, and for this purpose Control means the power of a person to secure (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership agreement or other document regulating such person) that the affairs of another are conducted in accordance with its wishes;
(b) Booking Form means the booking form utilised by Customers to book into Reiki and Yoga Classes and/or Reiki and Yoga Courses;
(c) Block Booking has the meaning given by clause 8.1;
(d) Business Day means Monday to Friday excluding public holidays in New South Wales, Australia;
(e) Cliniko Booking System means the online booking platform which Customers may access and use to book into Reiki and Yoga classes and/or Reiki and yoga courses;
(f) Commencement Date has the meaning given in clause 2;
(g) Customer, you or your has the meaning in clause 1.1;
(h) Force Majeure Event has the meaning given in clause 14;
(i) GST has the same meaning in the A New Tax System (Goods and Services Tax) Act 1999 (Cth);
(j) Insolvency Event means a liquidation or winding up, the appointment of a controller, administrator, receiver, manager or similar insolvency administrator to a party or any substantial part of its assets or any event that has a substantially similar effect to the above events;
(k) Intellectual Property Rights means designs, copyright, trade marks, patents, operations, software or systems, trade names and domain names, rights in goodwill, rights in confidential information or other intellectual property rights, whether under statute, common law, equity, and whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights and all similar rights which subsist or will subsist now or in future in any part of the world;
(l) Personnel means any director, officer, employee, agent, contractor, sub-contractor, consultant or volunteers of a party and in the case of Sparqe includes our instructors;
(m) Personal Information (or Personal Data) has the meaning set out in relevant Privacy Laws;
(n) Privacy Laws means any applicable laws and codes of practice dealing with privacy, including the Privacy Act 1988 (Cth), the Australian Privacy Principles, the European Union Privacy Principles and the UK Data Protection Act 2018, and any other legislation, codes and policies relating to the handling of Personal Information applicable to the jurisdiction in which Sparqe carry on our business;
(p) Reiki and Yoga Course Materials means any instructional manual, film clip, voice recording, or video developed by or on behalf of us for the provision of the yoga and reiki courses to you;
(q) Reiki and Yoga Classes mean the reiki and yoga classes which are advertised or made available through the Cliniko Booking System or our Website;
(r) Reiki and Yoga Courses mean the courses which are advertised on or through our Website or the Cliniko Booking System;
(s) Relevant Laws means any relevant rules of common law, principles of equity, international, federal, state and local laws, statutes, rules, regulations, proclamations, ordinances and by-laws and other subordinate legislation, rulings, or legal requirements and Privacy laws, anywhere in the world;
(t) Services has the meaning specified in clause 2;
(u) Single Session has the meaning in clause 8.1 (a).
(v) Sparqe has the meaning specified in clause 1.1, and where the context permits, includes our Personnel and Affiliates;
(w) Sparqe IP has the meaning specified in clause 12.1;
(x) Term has the meaning given in clause 2.
(y) Website means our website at https://www.sparqe.com.au and includes any related social media sites.