Membership Terms & Conditions
In this Agreement, unless the contrary intention is expressed, defined terms have the meanings set out below and in the Agreement Details:
Agreement means the Agreement Details and these General Terms and Conditions.
Agreement Details means that part of this Agreement referred to as such.
AMGC Materials means any materials, information, reports, data, processes, procedures (whether in electronic or material form) owned, licensed or developed by or on behalf of AMGC which is provided to the Member either directly or indirectly through the Membership Benefits.
Business Day means any week day on which banks are generally open for business in Sydney, Australia.
Commencement Date means the commencement date specified in the Agreement Details.
Confidential Information means this Agreement, and any information (whether in electronic or material form) disclosed or otherwise made available by AMGC to the Member, for, or in connection with this Agreement, including information which:
- is marked as being proprietary or confidential AMGC; or
- in the circumstances surrounding disclosure, or because of the nature of the information, ought in good faith be treated as confidential;
- whether the information was:
- disclosed or created before, or after the date of this Agreement; or
- disclosed as a result of discussions between the parties concerning or arising out of this Agreement.
Consequential Loss means any consequential or indirect loss, loss of profits, loss of revenue; loss of production, loss or denial of opportunity, loss of access to markets, loss of goodwill, loss of business reputation, future reputation or publicity and indirect, remote, abnormal or unforeseeable loss, or any similar loss whether or not in the reasonable contemplation of the parties at the time of execution of this Agreement.
Corporations Act means the Corporations Act 2001 (Cth). General Terms and Conditions means these general terms and conditions.
GST has the meaning given in the GST Act.
GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth) and the related imposition Acts of the Commonwealth. Expressions defined in the GST Act have the same meaning when used in this Agreement.
Intellectual Property Rights means all present and future intellectual and industrial property rights conferred by statute, at civil, common law or in equity and wherever existing including:
- patents, designs, copyright, rights in circuit layouts, database rights, trade marks, know-how, brand names, domain names, inventions, product names, trade secrets and any other rights subsisting in the results of intellectual effort in any field, whether or not registered or capable of registration;
- any application or right to apply for registration of any of the rights in paragraph (a); and
- any registration of any of those rights or any registration of any application referred to in paragraph (b); and
- all renewals and extensions of these rights.
Loss includes damage, loss (including Consequential Loss), cost, claim, liability or expense.
Membership Benefits means the benefits specified in the Agreement Details which AMGC will provide to the Member in accordance with the terms of this Agreement.
Membership Obligation means the obligation set out in the Agreement Details.
Membership Period means the membership period specified in the Agreement Details. Related Bodies Corporate has the meaning given to that term in the Corporations Act.
2 MEMBERSHIP TERM
This Agreement commences on the Commencement Date and, subject to clause 11, continues throughout AMGC’s operating period.
3 PROVISION OF MEMBERSHIP BENEFITS
Subject to compliance with these General Terms and Conditions, AMGC will endeavour to provide the Membership Benefits to the Member during the Membership Period in accordance with these General Terms and Conditions.
The member representative will be included on the AMGC mailing list unless otherwise indicated by ticking the ‘I prefer not to receive updates from AMGC’ option on the membership application form.
4 MEMBERSHIP OBLIGATION
There is no membership fee to join AMGC.
- Unless otherwise stated in this Agreement, all amounts payable by one party to another party under this Agreement are GST exclusive.
- If GST is imposed or payable on any supply made by a party under this Agreement, the recipient of the supply must pay to the supplier, in addition to the GST exclusive consideration for that supply, an additional amount equal to the GST exclusive consideration multiplied by the prevailing GST rate. The additional amount is payable at the same time and in the same manner as the consideration for the supply.
6 INTELLECTUAL PROPERTY
- As between the Member and AMGC ownership of, and all Intellectual Property Rights in, any AMGC Material
provided to the Member whether in material or electronic form as part of the Member obtaining or procuring the
Membership Benefits remain vested in AMGC.
- To the extent the Member receives any AMGC Materials through the Membership Benefits, AMGC grants to the
Member non-exclusive, revocable, royalty-free licence to use AMGC Material solely for internal education
and research purposes.
- For the avoidance of doubt the Member must not:
- sell, reproduce, lend, publish, distribute, communicate, licence or otherwise provide AMGC
Material or make use of AMGC Material for thepurpose of generating revenues from AMGC Material;
- modify, adapt or alter AMGC Material without AMGC’s prior written approval
- remove any proprietary rights notices on AMGC Material.
- sell, reproduce, lend, publish, distribute, communicate, licence or otherwise provide AMGC
- The Member must keep confidential and not disclose any Confidential Information other than as permitted
by this Agreement.
- . The Member may disclose Confidential Information on a ‘need to know’ basis to its officers, agents, professional advisers, employees and contractors (Recipient) provided that the Member will remain liable for any act or omission of the Recipient which would otherwise constitute a breach of this clause 7.
- This clause 7 does not apply to information which is or becomes part of the public domain otherwise than
by a breach of this clause 7, or is already known by or rightfully received, or independently developed by the
Member free of an obligation of confidence.
- Where requested by AMGC and at AMGC’s election, the Member will either return or destroy any Confidential
Information controlled or held by the Member and certify to AMGC that all Confidential Information has been
destroyed or returned (as the case may be).
- Subject to clause 8(b) to the maximum extent permissible at law including the Australian Consumer Law, Schedule 2 of the Competition and Consumer Act 2010 (Cth.) (ACL), all express or implied warranties, representations, statements, terms and conditions relating to this Agreement, the Membership Benefits or AMGC Material are excluded.
- To the extent permitted by law (including the ACL), AMGC’s liability in respect of any non-excludable
warranties or conditions relating to goods or services is limited to resupplying the relevant goods or services or the reasonable cost of resupplying the relevant goods or services, whichever AMGC elects to provide.
- AMGC will not be liable for any Consequential Loss.
- Subject to AMGC’s obligations under the implied conditions and warranties referred to in clause 8(a),
AMGC will not be liable for claims under or relating to this Agreement, the Membership Benefits or AMGC
Material whether in contract, tort (including negligence), in equity, under statute, under an indemnity, based on fundamental breach or breach of a fundamental term or on any other basis.
The Member is liable for and agrees to indemnify and keep indemnified AMGC, its officers, employees, agents, contractors and consultants against all Loss (including legal costs and expenses on a solicitor/own client basis), liability (including for any liability for loss or damage to property, or injury or death to any person) and claims, actions or demands by any person, arising directly or indirectly from or in connection with any one or more of the following:
- the breach of any provision of this Agreement by the Member or any Related Bodies Corporate of the Member,
or the Member’s officers, contractors, employees or agents; or
- any unlawful, wilful or negligent acts or omissions of the Member or any Related Bodies Corporate of the Member officers, contractors, employees or agents of the Member in respect of this Agreement.
The parties acknowledge and agree that this Agreement and the performance of this Agreement does not represent or imply a partnership, agency, fiduciary relationship, employment relationship, joint venture, distribution or any other category of commercial or personal relationship between the parties recognised at law or in equity as giving rise to forms of specific rights and obligations.
11.1 Termination for Default
AMGC may terminate this Agreement by giving the Member written notice if:
- the Member repudiates its obligations under this Agreement;
- the Member breaches an obligation under this Agreement and, in AMGC’s reasonable opinion, either:
- the breach can be remedied, but the Member does not remedy it within 7 days of AMGC giving the Member notice to remedy it; or
- the breach cannot be remedied.
11.2 Termination for convenience
AMGC may terminate this Agreement at any time and for any reason, by giving 5 Business Days’ prior written notice to the Member. The termination will be effective from the date stated in the notice.
11.3 Consequences of Termination or Expiry
- Where this Agreement is terminated for breach by the Member, the Member indemnifies AMGC against
any liability or loss arising and any cost incurred (whether before or after termination of this Agreement)
in connection with the Member’s breach of this Agreement and the termination of this Agreement.
- Where this Agreement is terminated or expires:
- the Member’s rights to the Membership Benefits will immediately cease;
- such termination or expiry will be without prejudice to any right of action that has accrued prior to the date of termination or expiry;
- rights to recover damages are not affected by the termination or expiry;
- the Member must take reasonable steps to mitigate its loss and
- the Member will return all Confidential Information received from AMGC in relation to this Agreement.
12 ASSIGNMENT AND SUB-CONTRACTING
The Member may not assign or subcontract this Agreement without the prior written consent of AMGC.
13 ENTIRE AGREEMENT
This document constitutes the entire agreement between the parties in relation to its subject matter and supersedes all previous agreements, negotiations and understandings between the parties in relation to its subject matter.
- A notice or other communication to be given or made under this Agreement must be in writing and addressed to the Representative of each of the parties at the address or email address (as the case may require) outlined in the Agreement Details.
- However, if the intended recipient has notified a changed postal address, or email address, then the communication must be to that postal address or email address.
- An amendment or variation to this Agreement is not effective unless it is in writing and signed by the parties.
- Each party must at its own cost do all things reasonably necessary to give effect to this Agreement.
- The failure of a party at any time to require full or partial
performance of any provision of this Agreement does not affect in any way the full right of that party to require that performance subsequently.
- If any provision or part of any provision of this Agreement is void, invalid or unenforceable for any reason, that provision or part of that provision may be severed from this Agreement and does not affect the validity, operation or enforceability of any other provision of this Agreement, unless the severance would change the underlying principal commercial purpose or effect of this Agreement.
- This Agreement is governed by the laws of New South Wales Australia, and the parties submit to the exclusive jurisdiction of the courts of New South Wales, Australia.
- I agree for AMGC to use all printed and digital material developed for marketing and communication purposes which includes, but not limited to reports, brochures, fact sheets, websites, case studies, promotional videos and multimedia presentations. The materials may be used by media outlets.
I understand that the publication(s) may;
- appear on the internet;
- appear in print, electronic or video-media; and
- enable readers to identify me.