1.    Definition of MBE Services, MBE Content and MBE Site

Mark Rehn Business Excellence Pty Ltd is the creator and provider of the MBE Portal Subscription service plus associated support services (collectively, the “MBE Services”) that permit a user to access guidelines, instructions and templates for implementation of business excellence in a small to medium enterprise (collectively, the “MBE Content”) through means including but not limited to MBE’s Website: http://mybusinessexcellence.com and MBE Portal (collectively, the “MBE Site”) and to apply such MBE Content in their own organisation using information the user accesses, downloads, purchases or otherwise receives for use in connection with the MBE Services.

2.    Privacy

Our Privacy Policy is expressly incorporated herein by reference and made a part of this Agreement.

3.    Your Information

You agree to provide current, complete, and accurate information required to complete your purchase of MBE Services and MBE Content. You shall not use a false or misleading name or a name that you are not authorised to use. If any information you provide is false, incomplete, or inaccurate, we may terminate your rights to any or all of the MBE Services and MBE Content. If the information you provide is fraudulent, you may also be subject to criminal or civil liability or both.

We do not have direct access to your on-line payment details. Any on-line payments will be made via our payment gateway.

4a.    Licence for Subscribing SME

  1. We grant to you a non-exclusive, non-assignable licence to access and make use of the MBE Content within your organisation only.
  2. The licence allows access and use within your organisation by all computers and hand held devices in your ownership or control while actually in your ownership or control.
  3. You may download that portion or those portions of the MBE Content specifically authorised or instructed by the MBE Site, but not otherwise.
  4. The licence commences when you “check out”, “subscribe” or otherwise purchase MBE Content. It terminates upon termination of this Agreement.
  5. Nothing in this licence permits and the following are specifically prohibited:
    • any resale or commercial use of MBE Content:
    • creating any derivative use of the MBE Site or its contents;
    • any sub-assignment, sub-licensing, distribution or public performance of MBE Content;
    • modification or decompilation or disassembly of or reverse engineering the MBE Content;
    • the reproduction in any form of any trademark, service mark, graphics or logo found or used in connection with the MBE Services or MBE Content.

4b.    Licence for Subscribing Pacemaker

  1. We grant to you a non-exclusive, non-assignable licence to access and make use of the MBE Content within your organisation only.
  2. You may download that portion or those portions of the MBE Content specifically authorised or instructed by the MBE Site, but not otherwise.
  3. The licence commences when you “check out”, “subscribe” or otherwise purchase MBE Content. It terminates upon termination of this Agreement.
  4. Nothing in this licence permits and the following are specifically prohibited:
  • any resale or commercial use of MBE Content:
  • creating any derivative use of the MBE Site or its contents;
  • any sub-assignment, sub-licensing, distribution or public performance of MBE Content;
  • modification or decompilation or disassembly of or reverse engineering the MBE Content.

5.    Prices

Prices of all MBE Services and MBE Content are in Australian dollars at the price prevailing at the time you take up your order. Prices of all MBE Services nominated in the MBE Site are subject to change upon notice from us. Such notice may be provided at any time by posting the changes to the MBE Site.  However, once you take up your initial 12-month MBE Portal Subscription, the equivalent monthly price in Australian dollars for extending your annual Subscription beyond Year 1 will not be subject to change.

Any on-line purchases made are subject to authorisation by the relevant payment provider. For details of the security measures we employ, you must read the Privacy Policy.

6.    Tax

Prices are exclusive of local taxes.

  1. If the delivery address for Products is in Australia, then:
    1. Interpretation In this clause 6a, except for the expression “Price”, a word or expression defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) has the meaning given to it in that Act. “Price” has the meaning set out in clause 5.
    2. GST Gross Up If a party makes a taxable supply under or in connection with this Agreement then the amount payable by the recipient of the supply to the supplier of the supply is equal to the consideration (including the Price) for the supply (less any GST payable on the supply) (the GST exclusive consideration) increased by an amount calculated by multiplying the GST exclusive consideration by the rate of GST prevailing at the time the supply is made.
    3. Reimbursement If a party must reimburse or indemnify another party for a loss, cost or expense, the amount to be reimbursed or indemnified is first reduced by any input tax credit the other party is entitled to for the loss, cost or expense, and then is increased in accordance with clause 6aii.
    4. Tax Invoice A party need not make a payment for a taxable supply made under or in connection with this Agreement until it receives a tax invoice for the supply to which the payment relates.
    5. Time and Method of Payment of GST Any GST payable in respect of this Agreement is payable at the same time and in the same manner as the Price or other consideration payable under this Agreement.
  2. If the delivery address for Products is outside Australia, then we reserve the right to add any additional taxes as appropriate.
  3. Where there are two or more delivery addresses at least one of which is in Australia and at least one outside Australia, then both clauses 6a and 6b shall apply.

7.    Payment

You agree that we may charge your bank account or credit or debit card via the payment provider for your MBE Subscription service and for any additional amounts (including GST and any other taxes and late fees, as applicable) as may be accrued by or in connection with your MBE Account (collectively, “MBE Fees”). You are responsible for the timely payment of all MBE Fees and for providing a valid bank account or credit or debit card for payment of all MBE Fees. Should our attempts to charge the bank account or credit or debit card on record fail for any reason. Mark Rehn Business Excellence Pty Ltd will charge you for any collection agency and legal fees it pays while collecting MBE Fees from you.

8.    Availability of MBE Content

  1. We will exercise reasonable efforts to provide the MBE Content in a timely manner.  On occasion, technical or supplier problems may delay or prevent delivery.  You acknowledge and agree that availability of MBE Content that is not yet created at the time of acceptance of this Agreement (such as time-dated programming) is subject to the creation of such programmes by Mark Rehn Business Excellence Pty Ltd or our suppliers.  Your exclusive and sole remedy with respect to MBE Content that is not delivered within a reasonable period, which in any event shall not be longer than 30 days from the date you ordered such MBE Content, will be a full refund of the price paid for that MBE Content.
  2. We reserve the right to remove or disable access to any part of the MBE Content or any other materials comprising part of the MBE Services at any time.  We will not be liable in any event for the removal or disability of access to any part of the MBE Content or any other materials comprising part of the MBE Services.

9.    Intellectual Property

As between us and you all intellectual property, including all copyright, in the MBE Content in the MBE Services material are owned by us.  However we give no warranty of title in relation to the MBE Content or the MBE Services material.

10.    Termination

  • Termination by Us. If you fail, or we suspect that you have failed, to comply with any of the provisions of this Agreement, including but not limited to failure to make payment of MBE Fees due, failure to safeguard your information and password, or violation of the MBE Content Licence or the MBE Portal Access Licence at its sole discretion, we may do any or all of the following:
  1. terminate this Agreement or your MBE Account or both and you will remain liable for all amounts due under your MBE Account up to and including the date of termination; and
  2. terminate the MBE Content Licence or the MBE Portal Access Licence or both; and
  3. stop access to the MBE Services (or any part thereof).

We will notify you if we take any of the foregoing actions.

  • Termination of the MBE Services or MBE Content. We reserve the right to modify, suspend or discontinue the MBE Services (or any part thereof) or any MBE Content (or any part thereof) at any time with or without notice to you, and we will not be liable to you or to any third party should we exercise such rights. If we exercise such right, you may be entitled to a refund, at our sole discretion, depending upon purchases you have made from the MBE Site.

11.    General Compliance with Laws; Export Restrictions

The MBE Services are controlled and operated by us from our offices within Australia. You agree to comply with all Australian and foreign government export and import laws, rules, policies, procedures, restrictions and regulations that apply to your use of the MBE Services, including in relation to the export or re-export into (or to a national or resident of) any country to which Australia embargoes goods or to anyone who has been prohibited from participating in export transactions.

12.    No Responsibility for Third Party Materials or Websites

Certain MBE Content available via the MBE Services may include materials from third parties. In addition, we may provide links to certain third party websites.

You acknowledge and agree that we have no control over, and are not responsible for the content or accuracy of any such third party material or websites.

We do not warrant and do not assume and will not have any liability or responsibility for any third party materials or websites, or for any other materials, products or services of third parties. You should carefully review the privacy policies and other website terms and conditions of use and their product terms and conditions. You will be bound by such terms and conditions when entering a third party website and purchasing associated third party products.

13.    Limited Express Warranty

Except as expressly provided herein, the MBE Services purchased are provided “AS IS” and “AS AVAILABLE”.

The MBE Services are only warranted as stated below:

We warrant that the MBE Content that you license directly through the MBE Services will be of a quality suitable for organisational application and will consist of the MBE Content that was offered via the MBE Services.

There is no warranty, express or implied, on the content, quality, or technical compatibility of information services downloaded through the MBE Services but not under our control.

The foregoing warranties do not cover defects caused by viruses, disabling codes, Trojan horses, worms, time bombs, cancelbots or other computer programming routines or engines that are intended to damage, destroy, disrupt or otherwise impair a computer’s functionality or operation which may be transferred to your computers via the MBE Services, accident, mishandling, misuse, improper installation, service or maintenance, modification of the MBE Content or the media on which the MBE Content are furnished, or the user’s lack of the necessary hardware or software.

No Mark Rehn Business Excellence Pty Ltd employee, agent, dealer, distributor, or reseller is authorised to make any modification or addition to the warranties stated in this paragraph. The express warranties stated above are in lieu of all other warranties, express or implied or statutory which are excluded to the extent permitted by law.

14.    Return Policy

If you find a defect in MBE Content that you have downloaded or attempted to download from the MBE Site or if the MBE Content is incomplete or not as warranted above, your sole remedy is to inform us of the defect within seven (7) days of first downloading the material. You will be asked to document the defect. We will then consult with you on proper downloading procedures and hardware requirements. If, thereafter, you are still unable to download a working copy of MBE Content, you may attempt at a later time to download a new copy of the MBE Content, or we will provide you with a credit on your MBE Account for the defective material, as determined by Mark Rehn Business Excellence Pty Ltd at its sole discretion.

15.    Limitation on Liability

To the fullest extent permitted by law in no event shall we have any liability whatsoever to you or any third party for any lost profits, records or data, interruption of service, or loss of business or business opportunities, loss of revenue, loss of anticipated savings, wasted expenditure, including without limitation, damages that may have been caused by a virus or other data corruption problem resulting from access to, downloading from or use of the MBE Services, MBE Site and purchase of any items on or via the MBE Site.

In no event shall we have any liability whatsoever arising out of any misuse of passwords or arising out of our good faith removal or disabling of any MBE Content or discontinuation of any MBE Services. Subject to the availability of the MBE Content and our limited express warranty herein, we are not responsible for any claims involving the timeliness, accuracy, completeness, or reliability of the MBE Content you download or otherwise access from or through the MBE Services.

Nothing in this Agreement excludes or limits our liability for personal injury or death caused by our negligence.

To the maximum extent permitted by law, the liability of Mark Rehn Business Excellence Pty Ltd for a breach of a guarantee, condition or warranty implied by law (including guarantees implied by the Australian Consumer Law (as set out in Schedule 2 to the Competition and Consumer Act 2010)) is limited at the option of Mark Rehn Business Excellence Pty Ltd to the lowest of the following: the cost of replacing the Products; the cost of obtaining equivalent products; or the cost of having the Products repaired.

16.    Indemnity

You agree to indemnify and hold harmless Mark Rehn Business Excellence Pty Ltd, its affiliates, associates, subsidiaries, shareholders, officers, members and directors, agents, employees, and partners without any limit any and all liability, loss, damage, costs and expenses (including legal expenses) awarded against, incurred by or paid or payable by Mark Rehn Business Excellence Pty Ltd resulting at any time from any third party claim or demand, due to or arising out of your breach of this Agreement and/or your use of the MBE Services.

17.    Your Statutory Rights

Nothing in this Agreement affects your statutory rights.

18.    Governing Law

This Agreement shall be governed and construed in accordance with the laws of the Australian State of Victoria and you submit to exclusive jurisdiction of the Victorian Courts notwithstanding the jurisdiction where you are based.

19.    Changes

We reserve the right, at any time and from time to time, to update, revise, supplement and to otherwise modify this Agreement and to impose new or additional rules, policies, terms or conditions on your use of the MBE Services and the MBE Site.

20.    Miscellaneous

This Agreement constitutes the entire agreement between you and us, and supersedes any prior agreements between you and us, written or oral, with respect to the subject matter herein.

In the event of a direct conflict or inconsistency between the terms of this Agreement, the terms of this Agreement will take precedence with respect to the subject matter of this Agreement.

The failure of Mark Rehn Business Excellence Pty Ltd to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, it shall be deemed to be severed and the other provisions will remain in full force and effect.

We will not be deemed to be in breach of contract with you and will not be responsible for failures to fulfil any obligations due to any event of force majeure including (without limitation) acts of God, civil commotion, riots, flood, drought, fire and legislation or any other causes beyond our control.