AGREED TERMS 

1. Definitions 

Agreement means the agreement including these T&Cs made when the Member is notified by Armadale Region Business Associationthat the Membership Applicationsubmitted by the Member to Armadale Region Business Associationhas been accepted by Armadale Region Business Association. 

Annual Membership Fees means the annual membership fees for the Member’s Membership Tier as outlined in the Appendix. 

App includes any mobile application owned or operated by or for Armadale Region Business Association to facilitate the provision of the Services.   

Appendix means the appendix to these Terms and Conditions. 

Business means the Member’s business in relation to which a Membership Application is submitted by the Member and accepted by Armadale Region Business Association.  

Armadale Region Business Associationmeans Armadale Region Business Association Inc (ABN 81 668 815 887,), including its principals, employees, agents, contractors and successors in law.  

Armadale Region Business Association Brand includes any names, logos, trade names, trademarks and other brand assets (including those used as a licensee) used, possessed or owned by Armadale Region Business Association. 

Business Day means any day on which banks are open for business in Australia excluding Saturdays, Sundays and public holidays. 

Commencement Date means the datethe Member has become a Memberby submitting payment of the Fees. 

Confidential Information means any information that one party clearly indicates to the other party must be treated and safeguarded as confidential, at the time of disclosure, but does not include information that, at that time: (a) is already in the public domain, or (b) that the receiving party has received from a third party, without breaching any confidentiality obligation, or (c) that the receiving party can show it had already invented independently. 

Constitution means the constitution of Armadale Region Business Association as amended from time to time by special resolution. 

Contentincludes all information, including text, photographs and videos, which isuploaded, posted, transmitted or otherwise made available by the Member to the public, other members and/or Armadale Region Business Associationvia the Website, any software application, the App,Social Media or any online messaging system that Armadale Region Business Associationoperates. 

Event includes a meeting, function, networking opportunity, presentation, meal, or other gathering or event organized, staged or managed by Armadale Region Business Association, whether alone or in conjunction with other persons or entities, for the delivery of Services to members, and includes both physical gatherings and online ones. 

Fees mean the Annual Membership Fees. 

GST means the goods and services tax of the Commonwealth of Australia. 

GST Lawincludes all laws governing the imposition, collection and administration of GST, in particular A New Tax System (Goods and Services Tax) Act 1999 (Cth). 

Initial Term means the initial Term of the Member’s Membershipas shown in the Appendix. 

Intellectual Property Rights means all existing and future intellectual property rights of whatever nature anywhere in the world recognised by the laws of Australia including, but not limited to, rights in respect of or in connection with copyright, inventions (including patents), trademarks, service marks, trade names, designs, proprietary information, trade secrets and know-how, and other similar industrial, commercial and intellectual property rights, whether registered or not, and including all proximate and neighbouring rights, including goodwill and the right to apply for the registration or assignment of any such rights. 

Lawsinclude all laws from whatever source,including: rules of common law; principles of equity; statutes; regulations; proclamations; ordinances; council by-laws;mandatory codes of conduct; court orders, injunctions, judgments, and Australian generally accepted accounting principles. 

Lossesinclude all losses, liabilities, damages and claims, together with all related costs and expenses, including any and all reasonable legal fees and reasonable costs of investigation, litigation, settlement, judgment, appeal, interest and penalties. 

Membermeans the person or entity who or that makes this Agreement with Armadale Region Business Association 

Membership means the contractual relationship between Armadale Region Business Association and the Member governed by these T&Cs under which the Member is entitled to receive the Services from Armadale Region Business Association for the duration of the Term. 

Membership Application means the application, in a form prescribed by Armadale Region Business Association, which the Member submits, either online or in hard copy, applying for Membership. 

Membership Plan includes eachpackage of Services and obligations set out in the Appendix, which is organisedby reference to Membership Tiers. 

Membership Term means the term of the Member’s Membership, including both the Initial Term and any Renewal Periods. 

Membership Tier means a category of Membership offered by Armadale Region Business Association, currently the categories set out in the Appendix. 

Online Account means the Member’s online profile (including web listing) on the Website displaying information about the Member’s Business. 

Pausing means where a Membership Term is paused. 

Renewal Period means an agreedperiodwhich the Parties agree to extend the Member’s current Membership Term as per the Appendix or otherwise agreed in writing. 

Services include all services provided by Armadale Region Business Association to the Member in accordance with the Member’s Membership Tierunder this Agreement, the Constitution or as advised by Armadale Region Business Association in writing. 

Social Mediameans the accounts and facilities that Armadale Region Business Association has with social media platforms operated by third parties, such as Facebook, which Armadale Region Business Association is authorised to allow members to use or post Content to. 

Termmeans the term of this Agreement as defined by clause2(c). 

Terms and Conditions or T&Cs means these terms and conditions. 

Third PartySupplier means any third partyengaged by the Armadale Region Business Association to supply products and services to the Member in connection with the provision of the Services. 

Training Material includes all instructional notes, presentations, slides, recordings and other electronic, written or oral material provided or presented by or on behalf of Armadale Region Business Association to the Member in connection with the Services. 

Venue includes any venue or location where Armadale Region Business Association provides the Services, and where anyEvent is held. 

Website includes any website owned or operated by or for Armadale Region Business Association to facilitate the provision of the Services.   

Website TOU mean the terms of use for the Website that are in force at the relevant time. 

2. Formation and Term

These T&Cs apply when the person or entity wishing to become a Member submits a signed Membership Application identifying the Business, and Armadale Region Business Association accepts the Membership Application and notifies the person or entity of that acceptance.

Armadale Region Business Association will consider the Membership Application and may delay providing notice of its acceptance or rejection at its discretion. If Armadale Region Business Association rejects the Membership Application, Armadale Region Business Association is not required to provide reasons for its rejection.

The Agreement operates from the Commencement Date and will continue, unless otherwise terminated, to:

the end of the Initial Term; or

if the Initial Term is renewed, to the end of the Renewal Period

(Term).

Armadale Region Business Association may reject the Membership Application on any reasonable ground, provided that it refunds the Fee which has been paid by the Member.

The Member must provide only accurate, complete and true information in its Membership Application and must be authorised to act on behalf of the Business.

3.  Membership: Conditions and Renewal

The Member must remain eligible for Membership as per the Constitution at all times during the Membership Term.

The Member is entitled to receive the Services included in the Member’s Membership Plan from Armadale Region Business Association for the Term, subject to payment of the Fees.

The member is aware that these T&Cs must be agreed to before attending any Events.

With respect to the duration and renewal of Membership:

at the end of the Initial Term, and each subsequent Renewal Period, the Member’s Membership Term will renew automatically for a Renewal Period unless otherwise agreed, on a rolling basis unless the Member has provided written notice of its intention to end the Membership Term at least 90 days before the end of the current Membership Term;

Armadale Region Business Association, in its sole discretion, may suspend the automatic renewal process in clause3(d)(1) above by providing written notice to the Member before the end of the Member’s current Membership Term;

the Member must pay the Fees for continuation of its Membership during any Renewal Period;

Armadale Region Business Association will email a notification to the Member 90 days prior to the automatic renewal of the Membership Term. Where the Member fails to respond to this notice, its Membership will renew automatically for the Renewal Period.

a Member will retain the Membership Plan that it has at the commencement of its Membership Term for the duration of the Membership Term unless the Membership Plan is changed with Armadale Region Business Association’s agreement, and, if a Member’s Membership Plan does change part-way through its Membership Term; and

the Membership Term will have a minimum duration of 12 months, unless otherwise agreed by Armadale Region Business Association in writing.

Pausing of Membership is only permitted for emergency situations which are determined at Armadale Region Business Association’s sole discretion.

A description of the Membership Plan that applies to the Member will be provided by Armadale Region Business Association at the time the Member initially applies for its Membership, or applies to renew its Membership, which must be consistent with these T&Cs, and which will specify, among other things:

the types of Events that the Member is obliged to attend, and which Events the Member may, but is not obliged to, attend;

what prohibitions, limitations and conditions apply to the Member;

the Services that the Member is entitled to receive from Armadale Region Business Association or from Third Party providers;

any other rights or privileges that the Member is granted by Armadale Region Business Association as part of its Membership Plan; and

the contents of the Membership Plan may be updated or varied by Armadale Region Business Association in its reasonable discretion, provided that clause 3(d) will apply to any such changes. The Member specifically agrees that Armadale Region Business Association may add performance criteria to the membership obligations of the Member consistent with Armadale Region Business Association’s object.

The Member agrees that:

it complies with and will continue to comply with all conditions, requirements and limitations that apply in its Membership Plan, including those outlined in the Constitution; and

its representatives (including its principals and employees) who attend Events must:

behave courteously towards, and not compromise the health or safety of, Armadale Region Business Association personnel, other members’ representatives, Venue staff and operators, and members of the public; and comply with all reasonable directions given by Armadale Region Business Association, including hygiene and safe distancing guidelines.

4. Armadale Region Business Association obligations and rights

Armadale Region Business Association must provide to the Member the Services included in the Member’s Membership Plan, in accordance with these T&Cs.

Armadale Region Business Association may review any Content posted by a Member to the Website or Social Media, and may remove that Content, or authorise or request the owner or operator of any relevant Social Media platform to do so, if, in Armadale Region Business Association’s reasonable opinion that Content is illegal, unsuitable, offensive, scandalous or defamatory of any person, or infringes any person’s Intellectual Property Rights, or if the Content promotes goods and/or services of any business other than the Business.

Armadale Region Business Association may suspend the Member’s Membership at any time if the Member has breached these T&Cs, in which case the Member will not be entitled to a refund of any Fees.

If, at any time during the Term, it becomes economically or organisationally unviable for Armadale Region Business Association to continue providing any part of the Services, or economically or organisationally necessary for Armadale Region Business Association to vary any part of the Services, then it may do so, acting reasonably, provided that it:

notifies the Member in advance of the change;

varies the Fees to any extent necessary to fairly reflect any reduction in the value of the Services; and

refunds to the Member, or gives the Member a credit for, any pre-paid part of the Fees that fairly represent the reduction in value referred to in paragraph (2) above.

Armadale Region Business Association may vary or update the range of Services included in Membership Plans from time to time, in its reasonable discretion, provided that such changes will apply to the Member only from the time its Membership is next renewed, unless the Services have been varied as permitted by clause 4(d).

With respect to any Events organised by Armadale Region Business Association to which the Member is invited or is entitled to attend, Armadale Region Business Association may, in its sole discretion:

cancel or reschedule Events without the consent of the Member for any reason.

move an Event to an alternative Venue which, in the reasonable opinion of Armadale Region Business Association, is more suitable or appropriate, without the consent of the Member or any other members.

schedule multiple Events for the same date or time, regardless of whether the Member would be entitled to, or would prefer to, attend all of the Events.

Armadale Region Business Association, in its reasonable discretion, may present an Event in any manner that it considers appropriate.

5. Use of App, Website and Social Media

When using Armadale Region Business Association’s App, Website and Social Media, the Member must comply strictly with the Website TOU and the privacy obligations set out in clause 18(j), in relation to all persons without exception.

Subject to the terms of use of any relevant Social Media, all Content posted on the App, Website or Social Media by the Member will belong to the Member, and the Member hereby grants Armadale Region Business Association a royalty-free, perpetual license to:

display that Content on the App, Website or Social Media; and

use the Content for Armadale Region Business Association’s marketing and promotional purposes, and in its communications with other members and the public.

The Member:

will not post Content that breaches the criteria set out in clause 5(b);

will not interfere with content posted to the App, Website or Social Media by Armadale Region Business Association or any other member; and

will not damage or interfere with the App, Website, Social Media, or the servers or computers of any person associated with those things, by uploading any virus, malware, trojan, worm, or other malicious or dangerous software to those facilities or negligently fail to implement adequate computer security to protect login details and access.

With respect to the accessibility and functioning of the App, Website and Social Media, the Member agrees that from time to time, the App, Website and Social Media may be temporarily unavailable due to scheduled or unscheduled maintenance, outages or other reasons beyond Armadale Region Business Association’s control.

The Member consents to its details (including the details of its principals, directors, employees and Event representatives) being published by Armadale Region Business Association on the App, Website and Social Media except where the information posted is Confidential Information.

6. Armadale Region Business Association Member Management

If a Member, as part of their Membership Plan:

consistently fails to respond to reasonable requests for collaboration;

fails to attend Events or workshops that are reasonable expected of their Membership; or

otherwise, in the reasonable opinion of Armadale Region Business Association, materially fails to meet its relevant Membership obligations,

then, Armadale Region Business Association may cancel Membership.

Membership is subject to the obligations and rights outlined in the Constitution. A copy of the Constitution is available upon request or via the Armadale Region Business Association’s website.

A Member must comply their obligations under the Constitution and any code of conduct implemented by Armadale Region Business Association. Breaches of the code of conduct may result in termination of Membership in accordance with the Constitution.

The Member agrees to act in good faith and in a manner that supports the objects of Armadale Region Business Association, including advocacy, collaboration and innovation for the benefit of the local business community.

7.  Membership Plans

The Member will have the rights, entitlements, and obligations associated with its Membership Plan as indicated in the description of its Membership Plan set out in the Appendix.

8. Fee Payments

Armadale Region Business Association will provide the Member with a tax invoice compliant with the GST Law for all Fees charged to the Member.

Armadale Region Business Association may change the amount of its Fees from time to time by notifying the Member of the change by email and posting notice of the change on the Website at least 30 days before the change is implemented. Where the Member does not respond to the email or the notice of change before the end of the 30 day period, the Member will be taken to accept the amendment to the Fees.

With respect to the Fees, the Member agrees that Armadale Region Business Association has incurred a cost to provide the Services, the Fees of which are amortised over the term of the Agreement. On that basis, where the Agreement is terminated by the Member for any reason or by Armadale Region Business Association for cause, the Member agrees to pay the entire amount of the Fees for the Membership Term.

The Member acknowledges that the Fees will be debited from the Member’s bank account and includes the price of Events under the Member’s Membership Plan, as well as any particular Services which have been provided to the Member for a specific Fee.

All Fees that are paid in advance are non-refundable, unless this Agreement is terminated by the Armadale Region Business Association for convenience. The Member agrees that this is reasonable, having regard to Armadale Region Business Association’s membership-based business model and the necessity to plan and meet the costs of Events in advance.

Any outstanding Fees not paid by the Member to Armadale Region Business Association when due and all other monies owed by the Member to Armadale Region Business Association under this Agreement will be subject to default interest of 2.5% per month, accruing daily, on any outstanding balance.

Armadale Region Business Association will be entitled to recover from the Member, in addition to any outstanding Fees and default interest under the preceding subclause, Armadale Region Business Association’s reasonable costs and expenses incurred in recovering any outstanding Fees and interest.

9. GST

Terms used in this clause 9 have the same meaning as in GST Law. The Fees specified in this Agreement do not include an amount for GST unless otherwise stated.

Where GST is imposed on any supply made under this Agreement by one party (Supplying Party) to another party (Receiving Party), the Receiving Party must pay or provide the GST Exclusive Consideration for the supply and, in addition to and at the same time as the GST Exclusive Consideration is payable or to be provided, an additional amount calculated by multiplying the value of that GST Exclusive Consideration (without deduction or set-off) by the prevailing GST rate. This clause does not apply to a supply for which a GST inclusive consideration has been agreed. 

10. Intellectual Property Rights

Any Intellectual Property Rights in existence prior to the commencement of this Agreement are unaffected by any term of this Agreement.

Armadale Region Business Association hereby grants the Member a personal, non-exclusive non-transferable and non-sublicensable licence to use the Training Material in the context of and for the purpose of receiving the Services, including at Events. Nothing in this Agreement will be taken to constitute a transfer, assignment or grant of any part-ownership of the Intellectual Property Rights associated with the Armadale Region Business Association Material.

The Member hereby grants a non-exclusive, perpetual and royalty-free licence to Armadale Region Business Association to post Content contributed by the Member, including the Member’s profile, on the Website and Social Media.

Where the Services include the creation by Armadale Region Business Association of a video, podcast, or other electronic recording at the request of, or for the benefit of, the Member, the Member will own the Intellectual Property Rights in that recording but grants a royalty-free licence to Armadale Region Business Association to use that recording for Armadale Region Business Association’s normal business activities.

11. Confidentiality

Each party acknowledges that the Confidential Information of the other party is valuable to the other party and, subject to clause 11(b), undertakes to protect and preserve the confidential nature and secrecy of the other party’s Confidential Information.

A party may disclose the other party’s Confidential Information:

to its legal and professional advisers in order to obtain advice in connection with this Agreement;

to any employee or representative of that party, provided that the disclosure is made for the purpose of this Agreement and the party imposes an obligation upon the employee or representative to maintain the confidentiality of that material; and

if disclosure is required by a law, government authority, or court, provided that the disclosing party must give reasonable advance notice of such disclosure to the other party if legally permitted to do so.

12. Warranties

Each party hereby warrants and represents that it has full power and authority to execute the Agreement and to perform and observe all of its terms and provisions.

Armadale Region Business Association warrants and represents to the Member that Armadale Region Business Association will make all reasonable efforts to ensure that the facilities used by Armadale Region Business Association to store and process the Member’s Confidential Information are reasonably secure.

The Member warrants and represents to the Armadale Region Business Association, on an ongoing basis, that:

all information or representations given by the Member or any person acting on behalf of the Member in connection with the Agreement or transactions are correct, and that they have not failed to disclose any information relevant to the Agreement;

the Member’s Content does not infringe the rights (including Intellectual Property Rights) of any third party;

the Member either owns or is the licensee of the Content, and in either case the Member has obtained all of the permissions, rights and licences required to use and confer on Armadale Region Business Association a licence to use, reproduce, transmit, copy, publicly display, publicly perform, publish and distribute the Content;

when composing Content and submitting it to Armadale Region Business Association for publication, the Member will comply with all Laws and the requirements of any relevant authority, regulator, or third party Social Media operator;

the Member will not violate any applicable Law or Armadale Region Business Association’s code of conduct in connection with its use of the Services; and

except as permitted under clause 18(g), the Member will not sub-licence, transfer or assign its receipt of, or the benefit of, the Services to any third party.

13. Indemnities

The Member agrees to indemnify Armadale Region Business Association against all direct and indirect claims, demands, charges, expenses or losses made against or incurred by Armadale Region Business Association as a direct or indirect result of:

any breach of this Agreement by the Member;

any breach of law or any applicable Website or Social Media terms of use by the Member;

any negligent or wilful act or omission by the Member; or

any breach of Armadale Region Business Association’s or any Armadale Region Business Association’s client’s Intellectual Property or Confidential Information.

Armadale Region Business Association indemnifies the Member in respect of any Losses arising from any claim or allegation that any of the Services, or the Training Material are a breach of a third party’s Intellectual Property or Confidential Information, except to the extent that the breach was caused due to the Member’s instructions.

14. Disclaimers

The Member acknowledges and agrees that:

the Services do not include direct referrals, leads or guarantees of new business; and

the Services, and all related components and information (including the Training Material) are provided on an “as is” and “as available” basis without any warranties of any kind, except that Armadale Region Business Association:

will deliver the Services in a professional manner; and

will reasonably endeavour to ensure that the Training Material is accurate.

Armadale Region Business Association does not warrant that:

the Services and/or the Training Material are fit for any particular purpose;.

the Services will be free of interruptions or provided on time;

the Services will meet a standard set or expected by the Member outside of what has been stated in this Agreement; or

any particular results will be obtained by the Member by using the Services.

15. Termination

The Member may immediately terminate this Agreement for any reason by providing Armadale Region Business Association written notice. Where the Member terminates this Agreement under this clause, the Member acknowledges and agrees that it remains liable to pay the Fees for the duration of the term.

Armadale Region Business Association may immediately terminate this Agreement, cancel the Member’s Membership, delete the Member’s Content from the Website or Social Media, and restrict the Member from accessing the Website and Social Media by providing the Member written notice if the Member:

commits a serious or persistent breach of this Agreement which is not capable of remedy;

does not remedy a breach of this Agreement within 7 days of receiving written notice by Armadale Region Business Association; or

becomes insolvent or is subject to any action to initiate bankruptcy, administration, winding up or liquidation.

Upon termination of this Agreement by either party, Armadale Region Business Association:

is not required to return any part of the Member’s Content to the Member; and

will, unless required under legislation, delete or destroy all copies of the Member’s Content in its possession or control, except that Armadale Region Business Association may continue to use any images, recorded interviews, videos or podcasts, in its reasonable discretion, for its normal promotional purposes.

On termination, Armadale Region Business Association is entitled to retain any Fees paid and invoice for reasonable costs which have been incurred by Armadale Region Business Association.

16. Dispute resolution procedure

Any dispute between the parties arising from or in connection with this Agreement which cannot be settled by negotiation between the parties in good faith must be resolved in line with the grievance procedure outlined in the Constitution

17. Notices

Notices must be in writing and be sent by express or registered post with delivery confirmation to the addresses below or by facsimile transmission or email with receipt confirmation.

Member – as specified in the Membership Application

Armadale Region Business Association – PO Box 29 Armadale WA 6992