These terms govern your purchase of Activate Mental Health, an annual digital mental health and wellbeing resource licence supplied by Mental Health Movement Pty Ltd (ACN 150 375 465) (“MHM”, “we”, “us”, “our”). By purchasing, downloading or using Activate Mental Health, you (“you”, “the Licensee”) agree to these terms.
1. What Activate Mental Health Is
1.1Activate Mental Health is an annual digital licence. It gives you access, for a 12-month period, to a set of downloadable files, resources and materials for workplace mental health awareness, education and wellbeing (the "Content").
1.2Activate Mental Health is supplied electronically only. No in-person delivery, facilitation, session or event is included unless separately agreed with us in writing.
1.3During your licence period we may add to, update or refresh the Content. You are entitled to access the current Content for as long as your licence remains active.
2. Your Annual Licence
2.1On payment of the annual fee, we grant you a non-exclusive, non-transferable licence to use the Content for a period of 12 months from the start date of your licence (the "Licence Period").
2.2Who may use it. The licence permits use only by the purchasing workplace, site or business unit identified at the time of purchase and its own employees, for that workplace’s internal training and wellbeing purposes only. The licence does not extend to other workplaces, sites or business units, even where they operate under the same legal entity, or to contractors or third parties. A separate licence is required for each additional workplace, site or business unit.
2.3What you may do. During the Licence Period you may download, store, display and reproduce the Content internally for the purpose of training and supporting your own employees.
2.4What you may not do. You must not:
(a)share, distribute, publish, sell, sub-licence, rent or otherwise make the Content available to any person or organisation outside the purchasing workplace, site or business unit identified at the time of purchase. This includes other workplaces, sites, business units, related companies, subsidiaries, parent companies, joint venture partners, contractors, labour hire providers and clients;
(b)use the Content to provide training, consulting or services to any third party, whether paid or unpaid;
(c)modify, adapt, rebrand or create derivative works from the Content, or remove or alter any MHM branding, logos or notices, without our prior written consent; or
(d)upload the Content to any public or externally accessible platform or make it available in a way that allows access by persons outside your legal entity.
2.5If you want to use Activate Mental Health across multiple workplaces, sites, business units, entities, or with contractors or third parties, please contact us, a separate licence and fee will apply.
3. Term, Renewal and Expiry
3.1One-time purchase and fixed annual term. Activate Mental Health is purchased as an annual licence. Your licence runs for the 12-month Licence Period and does not renew automatically. If you wish to continue using Activate Mental Health after the Licence Period, you must actively purchase a new annual licence.
3.2Continued access. To continue using Activate Mental Health beyond the Licence Period, you must actively purchase a further annual licence. We will endeavour to send you a continued access reminder before expiry, but it is your responsibility to renew if you wish to continue.
3.3Expiry. If you do not purchase a further annual licence, your licence expires at the end of the Licence Period. On expiry you must:
(a)immediately stop using the Content for workplace training, education or wellbeing purposes; and
(b)remove access to the Content and not continue to distribute, reproduce or make the Content available after expiry.
3.4The obligations in clause 3.3 also apply if your licence is terminated for any reason before the end of the Licence Period.
4. Fees and Payment
4.1The annual fee is the amount stated at the point of purchase or in our invoice or quote. All amounts are in Australian dollars and exclusive of GST unless stated otherwise. GST, where applicable, is payable in addition.
4.2Where we issue an invoice, payment is due within 7 days of the invoice date unless we agree otherwise in writing. Your licence does not commence until we have received the annual fee in full.
4.3We may set the renewal fee for each new Licence Period at our then-current rates. We will tell you the renewal fee at or before the time of renewal.
4.4We will make the Content available to you by download link, access credentials or other electronic means promptly after we confirm your purchase or receive payment, as applicable.
5. No Mid-Term Cancellation or Refund
5.1The annual fee is committed for the full Licence Period. You may not cancel part-way through a Licence Period and to the extent permitted by law, the annual fee is non-refundable once your licence has commenced or you have been given access to the Content. Whether or not you use it for the full 12 months.
5.2You are, of course, free to choose not to renew at the end of any Licence Period (see clause 3.2). Nothing in this clause 5 limits your rights under the Australian Consumer Law (see clause 6).
6. Consumer Guarantees and Warranties
6.1Our goods and services may come with guarantees that cannot be excluded under the Australian Consumer Law. Nothing in these terms excludes, restricts or modifies any guarantee, right or remedy you may have under the Australian Consumer Law or any other law that cannot lawfully be excluded.
6.2To the extent we are able to limit our liability for a failure to comply with a consumer guarantee (and the guarantee does not relate to goods or services of a kind ordinarily acquired for personal, domestic or household use), our liability is limited, at our option, to re-supplying the Content or paying the cost of having it re-supplied.
6.3Subject to clause 6.1 and to the maximum extent permitted by law, the Content is provided on an "as is" basis. Activate Mental Health is general wellbeing and educational material. It is not clinical, medical, psychological or professional advice and it is not a substitute for professional care or for meeting your own legal or work health and safety obligations. You are responsible for how you use the Content in your workplace.
7. If You Breach These Terms
7.1If you breach the licence conditions in clause 2, or fail to comply with your obligations on expiry under clause 3.3, we may, by written notice, terminate your licence with immediate effect.
7.2Termination does not entitle you to any refund of the annual fee and does not affect any rights or remedies we have accrued, including our right to recover loss caused by unauthorised use or distribution of the Content.
8. Ownership and Intellectual Property
8.1We own and keep, all intellectual property rights in Activate Mental Health and the Content. Nothing in these terms transfers any ownership to you. Your licence under clause 2 is your only right to use the Content and all rights not expressly granted are reserved by us.
8.2The Content and any workbooks, resources and frameworks within it, remain our confidential and proprietary material. You must take reasonable steps to prevent unauthorised access, copying or distribution.
9. Our Liability
9.1Subject to clause 6 and to the maximum extent permitted by law, our total liability to you arising out of or in connection with Activate Mental Health and these terms. Whether in contract, tort (including negligence), under statute or otherwise is limited to the annual fee you paid us for the current Licence Period.
9.2Subject to clause 6 and to the maximum extent permitted by law, we are not liable for any indirect or consequential loss, or for any loss of profit, revenue, business, goodwill, opportunity or data, however arising.
9.3Nothing in these terms limits any liability that cannot be limited or excluded by law, including liability for fraud or for death or personal injury caused by our negligence.
10. Privacy and Use of Your Name
10.1We handle any personal information in accordance with the Privacy Act 1988 (Cth) and our Privacy Policy, available on our website, which forms part of these terms.
10.2Unless you tell us otherwise in writing, you consent to us listing your trading name and logo as a client of MHM on our website, marketing materials and social media.
11. General
11.1Entire agreement. These terms, together with any subscription confirmation, invoice or quote we issue, are the entire agreement between us about Activate Mental Health and replace any earlier discussions or understandings.
11.2Changes. We may update these terms from time to time. The terms that apply to each Licence Period are those in force at the time that Licence Period begins. We will make the current terms available at renewal.
11.3Assignment. Your licence is personal to your legal entity. You may not assign, transfer or sub-licence it without our prior written consent.
11.4Governing law. These terms are governed by the laws of New South Wales and you and we submit to the exclusive jurisdiction of the courts of that State.
11.5Survival. Clauses 3.3, 5, 6, 7, 8, 9 and 11 continue to apply after your licence ends.
