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Whirling Chief

Subscription Agreement

This Subscription Service Agreement is between SESIL PIR Consulting GmbH (“Whirling Chief”) and Customer with its residence and/or principal place of business as provided during account sign-up process, on behalf of itself and its Affiliates. Whirling Chief allows its customers to use its services on the Website (“www.whirlingchief.com”) for education, training and learning using digital media and video streaming technologies (“Service”). Whirling Chief and Customer collectively hereinafter referred to as the “Parties” and separately as the “Party”.

Whirling Chief is a content aggregator owned by Sesil Pir Consulting GmbH that aspires to serve as a comprehensive learning and collaboration platform focused around management and leadership topics globally and supports moving the Human Resources industry to its next phase.

The term “Customer” shall mean an individual or, a business or a legal entity including its employees, affiliates, partners, customers, contractors and agents registering for any Whirling Chief product or Service via any Whirling Chief web site. The term “User” and “Users” shall mean an individual, and if the “Customer” is representing a business or a legal entity, the term shall also encompass its employees, affiliates, partners, customers, contractors or agents, who access the Service established by the “Customer”.

  1. Acceptance of Terms
  • This Agreement shall become effective as of the date when the Customer clicks a box indicating acceptance or signs this Agreement and shall continue until a written notice sent by a Party to the other Party to terminate this Agreement. By signing this Agreement, or registering for Whirling Chief Account (“Account”) or by using Service or continuing to use the Service, this Subscription Service Agreement is valid and in effect. Usage of Service includes all content and functionality available through the Whirling Chief website, its sub-sites, published by Whirling Chief. Whirling Chief and Customer hereby agree that the following terms and conditions including the Terms of Use and the Privacy Policy in force will apply to the Service provided by Whirling Chief to Customer. Customer represents that he/she is 18 years of age or older and has the legal power and authority to enter into this agreement.
  1. Accurate Customer Information
  • Customer agrees to provide Whirling Chief with accurate billing and contact information, including legal name, company name (if applicable), street address, telephone number, and e-mail address. Customer also agrees to notify Whirling Chief of any changes to this information within a period not to exceed 30 (thirty) days. Whirling Chief reserves the right to terminate Customer access to the Service, without any obligation to return Customer data, if Customer provides false or fraudulent contact or billing information.
  1. Customer Account Data
  • Whirling Chief acknowledges that all data including but not limited to articles, essays, videos etc. submitted to the Service by Customer, or its agents, is intellectual property owned exclusively by Customer. Customer acknowledges and agrees, that the accuracy, integrity, reliability, quality, legality, and copyright of all Customer data shall be the sole responsibility of the Customer, and Whirling Chief shall not be held accountable or liable for any correction, deletion, loss, destruction, or failure to store any such data.
  1. Confidentiality of Customer Information
  • Customer information such as contact details, data, and usage analytics is considered confidential. Whirling Chief will not share, rent, sell, or trade Customer information. Whirling Chief may use the Customer information to contact the Customer and provide necessary support, to publish Customer data on the Website, evaluate the satisfaction of Service, enhance Customer experience or ensure proper billing and payment for Service.
  1. Right to Write
  • With this Agreement, the Customer is granted the right to write and to produce content on the Website provided that the Customer refrains from any type of plagiarism and respects proprietary rights of any third persons. Any content produced by the Customer on the Website shall be checked and approved by editors of Whirling Chief. Whirling Chief reserves its right to refuse publishing the content produced by the Customer.
  • The Customer shall have no rights to claim from Whirling Chief arising from his/her data published and/or uploaded to the Website.
  1. Inappropriate Use
  • The Customer, and employees or agents, will not use the Service in any way to transmit through the Service any unlawful, harassing, libellous, unsolicited commercial email (“spam”), abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind. The Customer agrees to defend, indemnify, and hold Whirling Chief harmless against any claim or action, civil or criminal that arises from the Customer’s use of the Service in any manner.
  1. Account
  • By registering for an Account; its use or continued use shall be deemed to be agreement to establish and maintain Service by the Customer and to abide by all the terms and conditions of this Agreement. Service will be provided to the Customer with the use of the Website through web browsers.
  1. Proprietary Rights
  • Customer acknowledges, and agrees, that Whirling Chief retains exclusive ownership throughout the world of the Website, contents produced by itself therein and proprietary software (the “Software”). All rights not expressly granted to the Customer are reserved by Whirling Chief. Customer is granted an individual, non-exclusive, non-transferable license by Whirling Chief to use subject to the terms and conditions of this Agreement. The Customer acknowledges, and agrees, that the Customer, its employees or agents, are expressly prohibited, directly or indirectly, from attempting to discover the source code, underlying algorithms, or technology of the Software; renting, leasing, selling, assigning, or transferring his/her rights to the Service granted by this Agreement; acting against the rights of Whirling Chief in relation to the Website, contents published by Whirling Chief therein and proprietary software in any manner whatsoever.
  1. Subscription
  • Free Trial Subscription
  • On occasion, the Customer may be given a 30-day free limited trial period to use the Commencement of the 30-day period starts with the date of acceptance of this Agreement. The Customer acknowledges, and agrees, that following the expiration of the 30-day trial, Whirling Chief may notify the Customer of the expiration of the free trial period, and the Customer acknowledges, and agrees, that continued use of the Service beyond the 30-day trial date will automatically renew this Subscription Service Agreement, and constitute acceptance of the obligation for payment of the Service under the terms and conditions of this Agreement. Whirling Chief has no obligations to Customer in any way during the trial period.
  • Paid Subscription Plan
  • Customer agrees to have bought an Account in accordance to a “Subscription Plan” selected on the Website during checkout (buying) process. Customer further acknowledges and agrees that Customer will be entitled to pay an amount at least equal to the price of the “Subscription Plan” bought by the Customer for every billing period/cycle in advance of the billing cycle. Payment shall be made in the currency established by the Subscription Plan. Customer understands that “Subscription Plan” offers a maximum limit on their usage in terms of number of Registered or Active Users, and other factors described in the plan in a given billing period/cycle. Customer agrees to use the Service for the paid account in accordance to these limits. However, in case Customer does exceed these limits, set forth by the package purchased by the Customer, Customer will be liable to pay the difference of amount as defined and revised time to time by Whirling Chief.
  • Billing Period and Payment Method 
  • Once Customer purchases a “Subscription Plan”, Whirling Chief charges and collects fees in advance for the use of the Services. If the Customer selects a Service that is available on the Monthly Payment Plan, the Customer acknowledges, and agrees, that the Service will be provided on a Monthly or Yearly billing cycle. A recurring billing charge will be automatically issued to the Customer every Billing Period. Payment shall be made using Wire Transfer to the following account and will be in Swiss Francs:

____________ Bank, __________ Branch

Address: ____________________

Phone Number: ______________

Swift: ______________________

Account Number: ____________

IBAN: ______________________

  • The Customer agrees to pay the total subscription fees for its account in accordance with the Subscription Plan and billing terms in effect at the time the fees are due and payable. The Subscription fees are non-refundable whether or not any, or all, of the Services are actively used for the Service during the billing period. The total subscription fees or portions thereof, are also non-refundable if the Customer chooses to cancel their account prior to the end of the billing period.
  • Calculation of Subscription Fees 
  • The Subscription fees charged to the Customer shall be equal to the current Subscription Plan in affect at the time of the Customers’ billing cycle based on purchased package.
  • Increases in Subscription Fees
  • Subscription Fees contained in the Subscription Plan will be fixed for a period of twelve (12) months following the effective date of this Agreement, and thereafter may be increased by Whirling Chief not more often than once per year, and such increase in subscription fees shall take effect at the end of the period of twelve (12) months.
  • Local and State Taxes 
  • Billing amounts are inclusive of all taxes, levies, or duties that may be imposed by taxing authorities having jurisdiction over the Customer’s access location.
  • Billing Errors
  • In case the Customer identifies a billing error, the Customer must contact Whirling Chief in writing within 10 (ten) days of receiving an invoice or billing receipt containing the amount in question in order to be eligible to receive a credit or adjustment. Upon verification & validation of reported billing error by Whirling Chief and in the outcome that Whirling Chief finds the billing error to be true, the maximum credit that a Customer could be entitled to, shall not exceed the total amount of the bill in question.
  • Non-Payment
  • In the event the Customer account becomes overdue, Whirling Chief reserves the right to suspend the Service provided to the Customer. The Customer acknowledges, and agrees, that the Customer’s account shall be suspended by Whirling Chief, and all users accessing the Service using the Account, access to the Service until delinquent accounts are paid in full. In addition to the rights granted herein, Whirling Chief reserves the right to terminate this Agreement in accordance with the terms and conditions of this Agreement. In the event the Customer stops or voids any payment to Whirling Chief or in any way impedes Whirling Chief’s ability to collect funds for Services already rendered, Whirling Chief shall be entitled to interest in the amount of 1.5% per month, plus Whirling Chief shall be entitled to recovery of all collections costs and attorney’s fees.
  1. Renewal of Service Agreement
  • The Customer acknowledges, and agrees, that this Service Agreement shall automatically renews based on “Subscription Plan” unless either party requests a change to the Subscription Agreement or its termination.
  1. Termination of Service Agreement
  • The Customer or Whirling Chief may terminate this Agreement by notifying the other party in writing at least 30 days prior to the beginning of the next billing cycle. Upon termination of the Service Agreement for any reason, the Customer will immediately cease all use of the Service.
  • Whirling Chief will make a file of the Customer data available to the Customer for a fee if the Customer makes such a request in writing at the time notice of termination is given and all Customer charges are paid in full upon termination.
  • In case the Customer does not make payments according to the Subscription Plan in effect, Whirling Chief may immediately terminate the Agreement without a written notice.
  • In the event that a Party commits a breach of any of the material terms and conditions of this Agreement, which breach is not cured within 15 (fifteen) days of receipt by the party in breach of a notice setting out the breach, the other Party may immediately terminate the Agreement without a written notice.
  • Termination of this Agreement will not affect any previous rights, claims or liabilities of either Party created or incurred prior to termination.
  1. Customer Content
  • Copyright
  • Customer can upload or submit content on the Website for its own use, while the Website is a platform that allows the Customer to host content, transform and deliver that content. Therefore, it is the sole responsibility of the Customer not to infringe any rights or claims of any third party by utilizing third party copyrighted material such as video, audio, documents, etc. which is subject to a third party’s proprietary rights, unless Customer has permission from the rightful owner of the material or is otherwise legally entitled to post the material and to grant Whirling Chief for storage and online delivery of such material. The Customer hereby grants Whirling Chief the worldwide, royalty-free, non-exclusive, sub-licensable and transferable rights and licenses to host, cache, store, archive, index, crawl, create algorithms based on, modify or transcode the Customer content to appropriate media formats, standards or mediums as part of the Service.
  • Content Violation
  • In case Customer uses a content not owned by Customer or Customer not legally entitled for its use, and upon getting such information from the copyright owner of the material, Whirling Chief may ask Customer to take down such content from the Website or take it down on its own discretion. The Customer agrees to defend, indemnify, and hold Whirling Chief harmless against any claim or action, civil or criminal that arises from any content violation committed by the Customer.
  1. Warranty Disclaimer
  • The Service is provided to the Customer strictly on an “as is” basis; Whirling Chief and its licensors make no warranty, representation, or guarantee, either express or implied, as to the fitness for a particular purpose, merchantability, non-infringement of third party rights, reliability, availability, or accuracy of content. Whirling Chief does not guarantee, warrant, or represent that the Service will be secure, uninterrupted, error-free, or free of viruses or other harmful components, or that errors or defects will be corrected.
  1. Limitation of Liability
  • In no event shall Whirling Chief’s total liability exceed the amounts actually paid by the Customer to Whirling Chief for the Service under this Agreement for the month immediately preceding the act of injury that gave rise to the liability. Neither Whirling Chief nor its licensors shall be liable to anyone for any indirect, incidental, consequential, special, exemplary, punitive, or other damages of any type or kind (including loss or inaccuracy of data, revenue, or profits) arising out of, or in connection with, this Service or the inability to use the Service, even if Whirling Chief has been previously advised of the possibility of such damages.
  1. Modification of the Agreement
  • Whirling Chief reserves the right to change the terms and conditions of this Agreement, and all policies relating to the Service, at any time. Whirling Chief shall notify the Customer by posting an updated version of this Agreement on the Website. Customer is responsible for regularly reviewing this Agreement on the Website. Continued use of the Service after any such changes shall constitute Customer’s consent to such changes.
  1. Confidentiality
  • As between the Parties, the Confidential Information including personal data of each Party will remain its sole property. All Confidential Information shall be held and protected by the recipient in strict confidence, and shall be used by the recipient only as required to render performance or to exercise rights and remedies under this Agreement. Each Party will protect the other Party’s Confidential Information from unauthorized use, access or disclosure with the same measures that the recipient takes to protect its own proprietary information of like importance, but in no event less than reasonable care. No Confidential Information will be disclosed to any third party by the recipient party without the prior written consent of the disclosing party.
  1. Force Majeure
  • All natural disasters such as inundation, flood, earthquake, fire, governmental activities, national mobilizations, insurrections, war, strikes, lock-out and other situations, including and not limited to aforementioned conditions, interrupting liabilities of Parties directly or indirectly, partially or wholly, permanently or temporarily, not available on date of conclusion of this present agreement, unforeseen and beyond Parties control and preventing execution of Parties responsibilities undertaken under this agreement are considered as a force majeure event. In case of the occurrence of force majeure event, the liabilities of Parties arising from the agreement shall be suspended. If the situation continues 15 (fifteen) days, each Party shall have the right to terminate this Agreement without claiming any indemnity.
  1. Notices
  • Any and all notices, demands, or other communications required or desired to be given hereunder relating to the terms and conditions of this Agreement shall be made in writing and shall be validly given or made to another party if personally served; or if deposited in the mail, certified or registered, postage prepaid, return receipt requested; or if by e-mail when receipt is electronically confirmed. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand, or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in the mail addressed to the party to whom such notice, demand or other communication is to be given as follows: If to the Customer: the Customer’s address on record in the Account. If to Whirling Chief, the Customer may give notice to: Hirlanderstrasse 41 Zurich 8032 Switzerland. If such notice, demand, or other communication is given by e-mail, such notice shall be deemed given 24 hours after sending, or electronically acknowledged, whichever is less.
  1. Applicable Law and Resolution of Disputes
  • This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Switzerland.
  • Any dispute, controversy or claim arising out of, or in relation to, this Agreement, including the validity, invalidity, breach, or termination thereof, shall be resolved by direct negotiations. If the disputes related to this Agreement that arise between the Parties cannot be resolved in good faith by negotiations within 30 days starting from written notice served by one of the Parties to the others for such purpose, the Courts in Canton Basel shall have jurisdiction.
  1. Final Provisions
  • This Agreement may not be assigned by the Customer without the prior written approval of Whirling Chief, but may be assigned by Whirling Chief to a parent or subsidiary, an acquirer of assets, or a successor by merger.
  • If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of the Agreement shall nevertheless remain in full force and effect.