- INTENDED LEGAL EFFECT
- Terms: These Lake Macquarie Business Limited ACN 608 585 440 (LMB) Membership Terms and Conditions (“Terms”), the LMB Membership Application Form (the “Form”) and the Membership Agreements (together called the “Agreement”) contain the terms and conditions under which LMB (“LMB”, “our”, “us” or “we”) will provide membership and related benefits to the person or business (“you” or “your”) who has accepted those terms and conditions and submitted the Form.
- Entire Agreement: This Agreement constitutes the entire agreement between us and you in connection with the membership provided under this Agreement, and supersedes all prior agreements, proposals, oral and written representations and negotiations. This Agreement starts when you accept the terms of this Agreement by signing or submitting the Form on the LMB Website.
- No Amendment: No modification to this Agreement, whether put forward in your Form or otherwise, shall bind us unless agreed to in writing by our authorised representative.
- LMB Membership: We agree to grant you a Membership of LMB in consideration for your payment of the Fees, on the terms and conditions in this Agreement.
- General: The membership services and benefits referred to in the Form and this Agreement may be provided by LMB, Affiliated Entities or in association with pre-selected companies and service providers. Membership fees, membership packages, benefits, products and services are subject to change or withdrawal at any time without notice.
- your obligations
- Acknowledgement: By submitting the Form, you:
- apply for membership of LMB;
- agree to be bound by the Membership Agreements;
- acknowledge that you have read and understood the Membership Agreements;
- Express Inclusions: The LMB Membership granted under the terms of this Agreement entitles you to certain benefits for the period of your Membership depending on the level of your Membership. Further details may be found on our Website however general Membership benefits include (but are not limited to):
- receive all LMB related communications ordinarily provided to LMB members (including but not limited to member emails and newsletters as determined by LMB from time to time);
- voting rights in accordance with the Constitution;
- member rates on LMB events;
- sponsorship and promotional opportunities (depending on your level of Membership);
- Business Support Program; and
- if requested by you, complimentary associate membership with NSWBC and Hunter Business Chamber, subject to applicable NSWBC and Hunter Business Chamber membership terms and conditions and policies available at www.nswbusinesschamber.com.au.
- Exclusions: Without limiting clause 1 and for the avoidance of doubt, the Membership granted under the terms of this Agreement does not include:
- any rights of ownership or use in relation to LMB content or materials without LMB’s prior written authority; or
- any right to represent or claim to represent LMB or its interests to any other person.
- use of the platform
- Platform access: By using the LMB Website, you agree to the Platform Terms and Conditions. Notwithstanding any other provision in these Terms, we reserve the right to cancel or to change, suspend, remove, or disable access to the Platforms, or other materials comprising a part of the Platforms, at any time without notice. In no event will we be liable (subject to clause 10) for making these changes. We may also impose limits on the use of or access to certain or all features or portions of the Platforms, in any case and without notice or liability.
- Breach: If you fail, or we consider on reasonable grounds that you have failed, to comply with any of the provisions of this Agreement, we may, in our sole discretion and without notice to you, preclude or prevent your access to the Platform (or any part of it).
- No further access: It is your sole responsibility to ensure you have backed up or saved any materials to the extent you are permitted to do so under your Membership during or after the Term. We will not be obliged to grant you further access to the Platform after your Licence has expired or ceased.
- Quotations + brochures
- Quotes: Any quotation given by us is a mere invitation to treat and does not constitute a contractual offer. All quotations lapse 30 days after issue but we may vary or withdraw a quotation at any time.
- Brochures: Our brochures and catalogues are published for general information only and do not constitute a binding contractual arrangement.
- MEMBERSHIPS FEES and payment
- Membership Fee: You must pay to us all applicable Membership Fees when required as set out in our invoice payment terms (or if not specified, within 7 days of receipt of our invoice) by either:
- a single upfront annual payment via credit card on our Website; or
- electronic funds transfer to our nominated bank account;
- as otherwise directed by us from time to time.
We may increase the Membership Fee from time to time. If we do so, we will give you at least one month’s notice of the intended increase by email and by notice on our Website. For the avoidance of doubt, the full amount of annual Membership Fees is due for payment by you upon our acceptance of you as a LMB member. Any arrangement we may reach with you for the payment of Fees in monthly instalments or on a yearly basis is to assist your cash-flow but is an arrangement that may be withdrawn, varied or revoked by us at any time.
- Auto Renewal: If you pay annually by credit card:
- your Membership will be automatically renewed each year [on the anniversary of the date you joined LMB (Anniversary), unless you wish to terminate your Membership;
- the Membership Fee for the forthcoming year will be charged to the same credit card you used on joining, unless you specify otherwise;
- if you wish to terminate your Membership, you must give us notice at least 5 days prior to [the Anniversary]. If we do not receive notification from you, your Membership shall be auto-renewed and the applicable Membership Fee payable.
- LMB Referral Program: If you have applied for the Business Leader/LMB Referrer Program Membership, you acknowledge and agree that (without limiting any other clause in this Agreement):
- you must pay to us the Advocate Membership Fee at the commencement of your Membership in accordance with clause 7.2;
- LMB will invoice you for the balance of Membership Fees owing at the end of the 6 month period from the commencement of your Membership (Referral Period), which you acknowledge will be the Membership Fee for the LMB Referral Program membership less $100 for every new LMB member referred by you within the Referral Period;
- LMB may (but is not obliged to) provide you with updates and reports on the number of new members you have referred to LMB and the current offset against your total potential Membership Fees from time to time; and
- LMB’s calculation of and decision under this clause 7.3 regarding any such reduction or offset to your Membership Fees and the final balance owing at the end of the Referral Period is final and at LMB’s absolute discretion.
- Upgrade: You may request to upgrade your Membership at any time, at which time LMB will:
- set a new anniversary date for your upgraded Membership commencing on the date you authorise the upgrade;
- credit the remaining pro-rated balance of your existing Membership to your new Membership. For example, if you have an Advocate membership (valued at $100) and request an upgrade after 6 months, $50 will be deducted from your new (upgraded) Membership Fee. For the purpose of these calculations, upgrades occurring part way through a month will be rounded up and calculations by LMB under this clause 7.4.2 are final (in the absence of gross manifest error).
- GST: All prices expressed are exclusive of GST, which will be added to the amount to be paid by you.
- Annual membership: LMB Membership is provided on an annual subscription basis and will continue provided that your fees and payments owing to us in relation to any Membership or LMB Products are not in arrears. We will notify you of any change to your annual Membership Fee.
- Cessation of membership: In accordance with the Constitution, LMB reserves the right to cancel any Membership where Membership Fees are in arrears for three (3) months or more. In this circumstance, LMB reserves the right to recover the monetary benefit of any membership discounts(s) received by the member whilst the member was in arrears. LMB reserves the right to withdraw the benefit of the Membership discount if payment for services received and/or products supplied are not paid in full within 7 days of receipt of the invoice.
- Commissions: We may pay commissions or other amounts to authorised resellers, distributors or other persons in connection with this Agreement.
- intellectual property
- Ownership of IP: We own, retain and reserve and have rights of use under licence of all Intellectual Property Rights in all LMB Products and all associated materials, including without limitation, any reports, documents, templates, forms, agreements or advices produced in connection with the LMB Membership or LMB Products, before or during this Agreement.
- No licence: Except as expressly provided for in this Agreement (or applicable terms and conditions for the Product), nothing set out in this Agreement shall be construed as conferring to you or any other person any license or Intellectual Property Right, by implication or otherwise, under copyright or other Intellectual Property laws.
- LMBTV: Without limiting clauses 8.1 and 8.2 and for the avoidance of doubt, we own, retain, reserve and have rights of use of all Intellectual Property Rights in the LMBTV videos that may be filmed about you and your business in accordance with your membership entitlements or any other arrangements. We grant you a perpetual, non-exclusive licence to use your business’ LMBTV video for your own promotional purposes. Despite this clause 8.3, you acknowledge and agree that if you or your business does anything which does or may bring LMB into disrepute, we reserve the right to withdraw this licence and rights of use, and you agree to cease promoting yourself and/or your business as being associated with LMB if requested to do so. LMB reserves the right to continue to use your LMBTV video or remove it at any time from LMB’s website at our absolute discretion.
- indemnity and warranties
- Indemnity: You agree to indemnify and keep indemnified us and each of our Affiliated Entities, employees, officers, contractors and agents (for each of whom we hold the benefit of this indemnity upon trust) from any loss, damage, cost, expense, liability or claim (including reasonable legal costs and expenses) directly or indirectly arising out of, or relating to the Membership, related benefits and LMB Products provided under this Agreement, including but not limited to any breach of this Agreement by you or our use of the material and/or information supplied by you as part of this Agreement.
- No warranty: Subject to clause 10 and to the full extent permitted by law:
- we disclaim any and all express or implied warranties, guarantees or representations regarding the fitness for purpose or otherwise of any information or advice contained in reports, templates, forms, documents, agreements or materials provided to you in connection with the Membership, LMB Products or this Agreement; and
- you acknowledge and agree that you have made your own independent enquiries and do not rely on any representation or warranty by us in relation to this Agreement.
- Statutory Guarantees + limitation of liability
- Certain provisions of the Competition and Consumer Act 2010 (Cth) and State, Territory or Commonwealth laws in Australia, as amended or replaced from time to time (collectively, ACL) provide consumers (as that expression is used in the ACL) and others with certain statutory rights in relation to goods and/or services acquired by those persons (collectively, the consumer guarantees).
- Nothing in this Agreement excludes, restricts or modifies or purports to have the effect of excluding, restricting, limiting or modifying any condition, warranty, term or consumer guarantee specified or contemplated by the ACL or our liability under any such condition, warranty, term or guarantee or gives rise to any liability on our part or qualifies our liability in each case to the extent the same is unlawful or not permitted.
- Law and Jurisdiction
- Governing Law: This Agreement is governed by the laws applicable in the State of New South Wales.
- Jurisdiction: Both parties agree to irrevocably submit to the jurisdiction of the courts of the State of New South Wales.
- Binding: These Terms + Conditions shall bind our successors, administrators and permitted assigns and your executors and permitted assigns, or, being a company, its successors, administrators and permitted assigns.
- Assignment: We may without notice to you assign, transfer and/or sub-contract our rights and/or obligations (in whole or in part) under these Terms. You may not assign, transfer, hold on trust or otherwise delegate any of your rights or obligations under these Terms without our prior written consent.
- Authorised persons: Our employees are not authorised to bind us unless express written notice to that effect is given by an authorised person.
- Severability: Each clause in these Terms is severable and if any clause is held to be illegal or unenforceable, then the remaining clauses will remain in full force and effect.
- Waiver: Our failure to enforce, at any time or for any period of time any terms of the Agreement shall not constitute a waiver of such term and shall in no way affect our right later to enforce it.
- Headings: Headings are included for ease of reference and do not form part of or affect the interpretation of these Terms.
- Dictionary + Interpretation
- Dictionary: In this document, unless otherwise provided, the following terms shall have their meaning as specified:
Affiliated Entities means LMB’s subsidiaries, affiliates, related bodies corporate, associated entities and relevant partners (including NSWBC and its Affiliated Entities) as the case may be or the context requires from time to time.
Constitution means the constitution of LMB, as amended from time to time and available on the LMB Website.
Form means the LMB Membership Application Form available at http://lakemacbusiness.com.au/lmb-membership/lmb-membership/.
Intellectual Property Rights means all forms of intellectual property rights (whether registered or unregistered) in copyright, designs, patents, trade marks, domain names, trade secrets, know-how, confidential information, and all other similar proprietary rights and all extensions and renewals thereof anywhere in the world which currently exist and/or are recognised in the future.
LMB means Lake Macquarie Business Limited (ACN 608 585 440).
LMB Products means products and services offered by LMB and its Affiliated Entities (including Lake Mac Connect and NSWBC and Affiliated Entities products and services) from time to time.
Membership means the applicable membership (each having a specific level of benefits and inclusions) granted by us to you on the terms and conditions referred to in this document. These may be amended from time to time by us but currently comprise Community Engage, Community Advocate and the following Business memberships: Engage, Advocate, Promoter, Builder, Business Leader levels. Further details are available on our Website.
NSWBC means NSW Business Chamber Limited (ACN 000 014 504).
Platform Access Conditions means the terms and conditions of access to all relevant platforms, electronic interfaces and websites of LMB, NSWBC and Affiliated Entities, as amended from time to time.
Products + Services Conditions means relevant and applicable terms and conditions for the supply of products and services of or by LMB, NSWBC or Affiliated Entities applicable to your membership or purchased or contracted by you, as amended from time to time.
Terms means the LMB membership terms and conditions set out in this document.
Website means the LMB website at http://lakemacbusiness.com.au/.