Membership Services Agreement

Empowering Bricklaying Businesses

MEMBERSHIP SERVICES AGREEMENT


1 The Agreement


1.1 The parties to this Agreement are you and Brickies Network.
1.2 This Agreement records the terms and conditions under which we agree to provide you with access to the Membership Services.
1.3 A term with a capital letter which is defined in clause 18, has the meaning given in clause 18.
1.4 Clause 19 sets out the rules of interpretation for this Agreement.
1.5 Please read the Agreement carefully. If you have any questions, please contact us, before accepting this Agreement.


2 Membership Services


2.1 In consideration for payment of the Fees, we will enable your access to the Membership Services to you for the Term, as set out in this Agreement.
2.2 We will use reasonable efforts to ensure all of our obligations under this Agreement will be carried out:
(a) by suitably competent and trained Personnel; and
(b) in an efficient and professional manner.
2.3 We reserve the right at any time to change (including remove) features of the Membership Services. The parties acknowledge that the Membership Services will evolve over time as required to keep up with membership requirements as well as in response to external changes, and you agree that such changes can be made entirely within our discretion.


3 Acceptance


3.1 You accept this Agreement by:
(a) clicking the box acknowledging that you agree ,
(b) paying the Fees in whole or in part; or
(c) accessing the Membership Services.
3.2 By accepting this Agreement, you warrant to us that you have reviewed this Agreement, the Terms and Conditions of the Website and the Privacy Policy , and that you will use the Membership Services in accordance with them.


4 Accounts


4.1 We may create one or more accounts for you, in order for you and your Personnel to access, manage and/or use the Membership Services (Account). You must ensure that any information you provide to us for the purpose of establishing an account is complete and accurate and you are authorised to provide this information to us. You must promptly notify us in the event that any such information is no longer accurate and provide us with updated contact details and other information as necessary.
4.2 For each Account, you may authorize as many users as you require to use that Account (Authorised Users) however you will at all times remain responsible for the actions of each Authorised User. You must not allow an Authorised User (or any other person) to use your Account unless and until they have agreed to comply with the Terms and Conditions of the Website, the Privacy Policy and your obligations under this Agreement (as applicable to the Authorised User, as if this agreement was between us and the Authorised User).
4.3 You are the Account owner and regardless of any change in any contact details, you will remain responsible for your Account as set out in this Agreement. If you wish to change the Account owner, you must provide us with a written request to transfer the ownership of the Account to the incoming party, which must also include the incoming party’s written consent to take over full responsibility for the Account and all of your obligations for the Account in a form acceptable to us. We retain the right to consent or decline to change the Account owner or impose any conditions on our consent in our absolute discretion.
4.4 It is your responsibility to keep your Account details (including login details and passwords) confidential and secure from unauthorised use. You are responsible for all activity conducted on your Account, (including activity by Authorised Users, and your Personnel) and for ensuring that all activity on your Account complies with this Agreement.
4.5 A maximum number of Authorised Users may be set on any Account through notification on our Website. You must comply with these limitations at all times.


5 Licence and Restrictions on Use


5.1 Subject to payment of the Fees, we grant you a non-exclusive, non-transferable, non-sublicensable (except as otherwise permitted under this Agreement), revocable licence to access and use the Website and the Membership Services during the Term in accordance with any user limits (Licence). This licence is limited to the territory of Australia.
5.2 You must not permit a person who is not an Authorised User to use the Website or the Membership Services except as permitted by this Agreement and otherwise in accordance with any relevant policies or documentation published on our Website from time to time.
5.3 You must not, and must not permit any person (including any Authorised User) to:
(a) use the Website or the Membership Services in any way which is in breach of any applicable Laws (including Intellectual Property Laws);
(b) use the Website to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted;
(c) use the Website in any way that damages, interferes with or interrupts the supply of the Membership Services to others;
(d) upload or transmit Personal Information to the Website, other than in accordance with the Privacy Act 1988 (Cth) and other Laws in relation to privacy, including any applicable Laws of overseas jurisdictions;
(e) introduce malicious programs into the Website, including viruses, worms, trojan horses and e-mail bombs;
(f) reveal your Account’s login details and password to others or allow others to use your Account (other than an Authorised User);
(g) breach any security measures or disrupt the data network including (without imitation) logging into an account without authorization, corrupting any data, network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information and using any program/script/command with the intent to interfere with, or disable, use of the Membership Services by others;
(h) use the Membership Services in breach of any person’s privacy (such as by way of identity theft or “phishing”); or
(i) circumvent user authentication or security measures which are in place on any of our networks, accounts or hosts or those of our users.
5.4 We may (in our absolute discretion) suspend the Licence, your Account and your rights to access the Membership Services without notice if we suspect on reasonable grounds that you (or any Authorised Users for whom you are responsible) have breached either of clauses 5.2 or 5.3 or any of your other obligations under this Agreement, including but not limited to your obligation to pay the Fees. Your Account and access to the Membership Services will only be re-enabled if we are satisfied that either no breach occurred or that any breach which has occurred has been adequately remedied. The Term will be extended by the same length of time as your suspension.


6 Support Services


6.1 During the Term, we will provide you with Support Services via email or telephone as set out on the Website from time to time.
6.2 It is a condition of receiving Support Services that, if requested, you assist us in investigating and ascertaining the cause of the fault and provide us with access to all necessary information relevant to the fault (including what you have done in relation to the fault).
6.3 Unless stated otherwise on our Website, Support Services are provided only on Business Days during business hours.


7 Intellectual Property


7.1 As between the Parties:
(a) we own all Intellectual Property Rights in Brickies Network Background IP; and
(b) you own all Intellectual Property Rights in Your Background IP, and
(c) nothing in this Agreement constitutes a transfer or assignment of any Intellectual Property Rights in Brickies Network Background IP or Your Background IP.
7.2 As between the Parties, ownership of all Intellectual Property rights in any New Materials or Improvements will at all times vest, or remain vested, in us upon creation.
7.3 You grant us a non-exclusive, irrevocable, worldwide, sub-licensable right and licence, for the Term, to use Your Background IP, solely in accordance with this Agreement.
7.4 We grant you a non-exclusive, revocable, royalty-free, non-sublicensable and non-transferable right and licence for the Term, to use the Brickies Network Background IP, (including New Materials and Improvements), solely in conjunction with, and for the purpose of your use and enjoyment of, the Website and the Membership Services, as contemplated by this Agreement.
7.5 If you or any of your Personnel have any Moral Rights in any Materials provided, used or prepared in connection with this Agreement, you must (and must ensure that your Personnel) consent to our use or infringement of those Moral Rights.
7.6 You warrant that you have obtained all necessary rights, releases and permissions to provide Your Background IP to us and to grant the rights granted to us in this Agreement and that our use of Your Background IP does not infringe any Laws and will not infringe on the Intellectual Property of any third parties.
7.7 You must not whether directly or indirectly, other than as expressly stated in this Agreement, or without our prior written consent:
(a) copy or use, in whole or in part, any of our Materials or our Intellectual Property;
(b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate the Website or Brickies Network Background IP to any third party;
(c) reverse assemble, reverse engineer, reverse compile or enhance the Website or Brickies Network Background IP or the Membership Services;
(d) attempt to discover the source code or object code or underlying structures, ideas, know how or algorithms in relation to the Website, Brickies Network Background IP, the Membership Services or any of our Materials;
(e) breach any Intellectual Property rights connected with the Website or Brickies Network Background IP, Membership Services, including altering or modifying any of our Materials;
(f) cause any part of the Website or the Membership Services to be framed or “mirrored” or embedded in another website; or create derivative works from any of our Intellectual Property;
(g) resell, assign, transfer, distribute or make available the Website or Brickies Network Background IP, or the Membership Services to third parties;
(h) alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers or any other means of identification used on or in relation to the Website, Brickies Network Background IP Membership Services or our Materials; and
(i) use or exploit the Website, the Membership Services, or Brickies Network Background IP for purposes other than as expressly stated in this Agreement.
7.8 You grant to us the irrevocable right to use your company name and logo on our Website and in our marketing materials, solely for the limited purpose of notifying the public that you are or have been a user of the Website and the Membership Services.


8 Term and Automatic Renewal of the Term


8.1 The Agreement becomes effective and binding on the Commencement Date.
8.2 The Initial Term and all Renewal Terms (if any) are referred to in this Agreement collectively as the Term.
8.3 Upon expiration of the Initial Term or a Renewal Term, your membership will renew automatically for a subsequent Renewal Term unless either Party notifies the other Party in writing, at least 30 days prior to the end of the then-current Term (the Initial Term or a Renewal Term, as applicable), that it chooses not to renew.
8.4 You must give written notice of termination by submitting an email request to [email protected]
8.5 If you terminate or purport to terminate this Agreement at any time before the expiry of the Initial Term or a Renewal Term (as applicable), then you must pay to Brickies Network all Fees payable to Brickies Network up to the end of the then-current Term within 14 days after notice of termination or purported termination, provided that Brickies Network is not in breach of the Agreement, unless otherwise agreed in writing with Brickies Network.


9 Fees and Payment


9.1 You must pay us any Fees, and any other amounts payable to us under this Agreement during the Term and in accordance with the Payment Terms.
9.2 If any payment has not been made in accordance with the Payment Terms we may (in our absolute discretion):
(a) immediately cease or suspend the provision of the Membership Services, and recover as a debt due and immediately payable from you any additional costs of doing so;
(b) charge interest at a rate equal to the Reserve Bank of Australia’s cash rate from time to time plus 5% per month, calculated daily and compounding monthly, on any such amounts unpaid after the due date; and
(c) engage debt collection services and/or commence legal proceedings in relation to any such amounts.
9.3 If you rectify a late payment or a non-payment after the Membership Services have been suspended, then we will re-enable your access to the Website and the provision of the Membership Services as soon as reasonably practicable. The Term will be extended by the same length of time as your suspension.
9.4 The Fees are non-refundable. Subject to the Australian Consumer Law and any other Laws applicable to the provision of the Membership Services which cannot be contracted out of, and provided we are not in default, you are not entitled to a refund or any credit or other benefit in exchange for any unused Membership Services or the unused portion of the Term.


10 Changes made by Brickies Network


10.1 We reserve the right at any time to change the Fees and/or the Payment Terms.
10.2 Any change to Fees which directly affects the Fees you pay (Fee Change) will be published on our Website. For the avoidance of doubt, this is considered notification to you of the Fee change. The Fee Change will be published at least 45 days before the Fee Change comes into effect. If you do not wish to be legally bound by a Fee Change:
(a) you may terminate this Agreement by giving written notice to us at any time prior to the end of that 45 day period;
(b) this Agreement will terminate on the earlier of:
(i) 30 days after the date on which we receive your written notice; or
(ii) the end of the then current Term; and
(c) you will not be liable for Fees from the date of termination until the end of the then-current Term (under clause 8.5).
10.3 If, in the event of a Fee Change, you do not terminate this Agreement by written notice to us within the 45 day period then you will be deemed to agree and be bound by the Fee Change for the balance of the Term.


11 GST


11.1 The terms “adjustment event”, “consideration”, “GST”, “input tax credit”, “recipient”, “supplier”, “supply”, “taxable supply” and “tax invoice” each has the meaning given in the A New Tax System (Goods and Subscription Services Tax) Act 1999 (Cth).
11.2 Unless expressly stated otherwise, the Fees and any other amounts payable under this Agreement are exclusive of GST.
11.3 If GST is payable on any supply made under this Agreement, the recipient of the supply must pay an amount equal to the GST payable on the supply. That amount must be paid at the same time that the consideration is to be provided under this Agreement and must be paid in addition to the consideration expressed elsewhere in this Agreement, unless it is expressed to be inclusive of GST. The recipient is not required to pay any GST until the supplier issues a tax invoice for the supply.
11.4 If an adjustment event arises in respect of any supply made under this Agreement, a corresponding adjustment must be made between the supplier and the recipient in respect of any amount paid by the recipient under this clause, an adjustment note issued (if required), and any payments to give effect to the adjustment must be made.
11.5 If the recipient is required under this Agreement to pay for or reimburse an expense or outgoing of the supplier, or is required to make a payment under an indemnity in respect of an expense or outgoing of the supplier, the amount to be paid by the recipient is to be reduced by the amount of any input tax credit in respect of that expense or outgoing that the supplier is entitled to.


12 Liability


12.1 Despite anything to the contrary, to the maximum extent permitted by law:
(a) our maximum Liability arising from or in connection with this Agreement will be limited to, and must not exceed for any claim, the total amount of Fees you paid to us (including Fees retained by us) in the 12 month period directly preceding the date on which such Liability arose, in respect of the supply of the relevant Membership Services to which the Liability relates; and
(b) our Liability in respect of any claim will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of you (or any of your Authorised Users or Personnel).
12.2 Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability (whether under statute, contract, negligence) caused or contributed to by, arising from or connected with:
(a) you or your Authorised Users or Personnel’s acts or omissions;
(b) any use or application of the Membership Services by a person or entity other than you, or an Authorised User which is other than as reasonably contemplated by this Agreement;
(c) any works, services, products, materials or items which do not form part of the Membership Services (as expressed in this Agreement), or which have not been provided by us;
(d) the Membership Services being unavailable, or any delay in us providing the Membership Services to you, for whatever reason; and
(e) any External Circumstances Event.
12.3 Despite anything to the contrary, to the maximum extent permitted by law, you are liable for, and agree to indemnify us and hold us harmless in respect of, any Loss or Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with any breach by you (or by your Authorised Users or Personnel) of any of clauses 4, 5, 7, 9, 14 or 15.
12.4 The Australian Consumer Law and other Laws may confer upon you rights, warranties, guarantees and remedies relating to the provision of the Membership Services which cannot be excluded, restricted or modified (Statutory Rights). If our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law, for major failures with the services, you are entitled:
(a) to cancel this Agreement with us; and
(b) to a refund for the unused portion, or to compensation for its reduced value.
You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or services does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the services and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or services.
12.5 Nothing in this Agreement attempts to exclude, restrict or modify your Statutory Rights as a consumer under the Australian Consumer Law. Any and all other warranties or conditions which are not guaranteed by the Australian Consumer Law are expressly excluded where permitted, except to the extent such warranties and conditions are fully expressed in this Agreement.
12.6 You acknowledge and agree that:
(a) you are responsible for all users (whether they are Authorised Users or not) who use the Membership Services provided under this Agreement, including your Personnel;
(b) you use the Membership Services at your own risk;
(c) we may use third party service providers to integrate with the Membership Services or to host the Membership Services. If the providers of third party applications or services cease to make their services or programs available on reasonable terms, we may cease providing any affected features without Liability or entitling you to any refund, credit, or other compensation;
(d) we do not guarantee that any file or program available for download and/or execution from or via the Membership Services is free from viruses or other conditions which could damage or interfere with data, hardware or software with which it might be used;
(e) we may pursue any available equitable or other remedy against you if you breach any provision of this Agreement.
12.7 Neither party will be liable to the other party (or any other person) for any Indirect Loss arising from a breach of this Agreement or otherwise in connection with the Membership Services.
12.8 For the purposes of clause 12.7, the term Indirect Loss means Losses which do not arise naturally (that is, according to the usual course of things) from the relevant breach of this Agreement (including loss of profits or revenue, loss of goodwill or reputation, loss of anticipated benefits or savings, loss of any prospect or business opportunity, loss of production, loss of data and/or use, or other business interruption loss).
12.9 The Website and the Membership Services may be used and accessed in Australia and outside Australia. If you use or access the Website or the Membership Services from outside Australia, you do so at your own risk and you are responsible for complying with the laws of any foreign jurisdiction.
12.10 We make no representation and we do not warrant that:
(a) the Membership Services comply with the Laws of any country outside of Australia;
(b) use of the Website and the Membership Services will not be in breach of laws outside Australia.


13 Termination


13.1 To the extent permitted by law, either Party may terminate this Agreement, if the other Party:
(a) has breached a material term of this Agreement and has failed to remedy such breach (if capable of remedy) within 10 Business Days of receiving notice to do so, subject to any other express right of termination;
(b) ceases operation without a successor; or
(c) is subject to an Insolvency Event.
13.2 We may terminate this Agreement by providing you with 5 Business Days’ notice, in our sole discretion, if you fail to pay any amounts owing to us within 10 Business Days of the due date.
13.3 If we are entitled to terminate this Agreement under this clause 13 or any other provisions of this Agreement, we may instead elect (in our absolute discretion) to suspend your access to your Account and your rights to access the Membership Services in accordance with clause 5.4.
13.4 On termination of this Agreement:
(a) you must cease promoting and using the Membership Services;
(b) you agree that any payments made are not refundable and you will remain liable to pay for all Membership Services provided prior to termination, including Membership Services which have been provided and have not yet been invoiced to you, any other amounts to which we are committed, and all other amounts due and payable under this Agreement;
(c) if the termination is due to your breach of this Agreement, you remain liable for Fees which would otherwise be payable to the end of the then-current Term;
(d) you must promptly return (where possible) or delete or destroy (where not possible to return), our Confidential Information, our Intellectual Property, and/or Materials containing or relating to our Confidential Information and Intellectual Property unless you are required by Law or regulatory requirements to retain such information; and
(e) for the avoidance of doubt, any provisions of this Agreement that by their nature survive the termination of this Agreement will remain in force after termination.
13.5 The accrued rights, obligations and remedies of the Parties are not affected by the termination of this Agreement.
14 General Warranties
14.1 Each party warrants that it has the authority to enter into and perform its obligations under this Agreement, that it has the ability to perform its obligations under this Agreement, and that this Agreement has been duly executed and is a legal, valid and binding Agreement enforceable against it.
14.2 You warrant and agree that:
(a) You are not subject to or at risk of suffering an Insolvency Event;
(b) you have not relied on any representations or warranties made by us in relation to the Membership Services (including as to whether the Membership Services are or will be fit or suitable for your particular purposes), unless expressly stipulated in this Agreement;
(c) you will cooperate with us and provide us with all assistance, resources, data, people, information, facilities, access and documentation that is reasonably necessary to enable us to perform the Membership Services and as otherwise requested by us, from time to time, and in a timely manner;
(d) all information and documentation that you provide to us in connection with this Agreement is true, correct and complete and that we will rely on such information and documentation in order to provide the Membership Services;
(e) you will inform us if you have reasonable concerns relating to our provision of the Membership Services under this Agreement, with the aim that the Parties will use all reasonable efforts to resolve your concerns;
(f) you are responsible for obtaining, at your cost, and providing to us any consent, licence, authority or permission from a third party if that is not part of the Membership Services, in a timely manner;
(g) you will not make a false or misleading representation to a third party with respect to us, the Website and the Membership Services;
(h) you have no right to enter into any contract, or commitment in the name of, or on behalf of, us or to bind us in any respect whatsoever (or purport to do so);
(i) if applicable, you hold a valid ABN which has been advised to us; and
(j) if applicable, you are registered for GST purposes.


15 Confidential Information


15.1 Subject to clause 15.2, a Receiving Party must:
(a) keep confidential; and
(b) not use or permit any unauthorised use of,
the Confidential Information of a Disclosing Party.
15.2 Clause 15.1 does not apply where:
(a) the information is in, or comes into, the public domain (other than by a breach of this clause 15 or any other duty of confidence owed by the Receiving Party);
(b) the Receiving Party has the prior written consent of the Disclosing Party;
(c) the disclosure is required by law;
(d) the disclosure is required in order for the Receiving Party to comply with its reporting requirements and practices or its obligations under this Agreement; or
(e) the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that the Receiving Party ensures the adviser complies with the terms of this clause 15.
15.3 Each Party acknowledges and agrees that monetary damages may not be an adequate remedy for a breach of this clause 15. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 15.
15.4 For the avoidance of doubt:
(a) Brickies Network’s Confidential Information includes Brickies Network Background IP and any Materials provided to you as part of the Membership Services which are not publicly available or require payment of the Fees to access; and
(b) Your Confidential Information includes Your Background IP.


16 Disputes


16.1 A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute, save that nothing in this clause 16 will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
16.2 If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Law Society of Victoria to appoint a mediator. The mediator will decide the time, place and rules for mediation.
16.3 The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties.


17 General


17.1 Neither Party is liable for any delay or failure to perform their obligations under this Agreement if such delay or failure is due to any External Circumstances Event.
17.2 This Agreement may only be amended by a written instrument executed by both Parties.
17.3 You may not assign, transfer or otherwise deal with all or any of its rights or obligations under this Agreement without the prior written consent of Brickies Network (such consent not to be unreasonably withheld). Any purported dealing in breach of this clause is of no force or effect.
17.4 Agreement contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
17.5 This Agreement may be executed in any number of counterparts that together will form one instrument.
17.6 This Agreement may be executed by means of a third party online document execution service nominated by us subject to such execution being in accordance with the applicable terms and conditions of that document execution service.
17.7 This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
17.8 Without limitation to clause 7.8, you consent that we may advertise or publicly announce that we have undertaken work for you, including in website testimonials and in our marketing material.
17.9 Any notice given under this Agreement:
(a) may be sent by standard post or email, and must be in writing addressed to:
(i) if by standard post, the relevant address last notified by the recipient; or
(ii) if by email, that recipient’s email address specified at the start of this Agreement (or to an alternate email address notified to the sender); and
(b) will be deemed to have been given on the expiry of two Business Days in the case of post, or in the case of email, on the Business Day after it is dispatched if the sender does not receive a message to the effect that the recipient is ‘out of office’ or that delivery has failed.
17.10 Any failure or delay by a Party in exercising a power or right (either wholly or partly) in relation to this Agreement does not operate as a waiver or prevent a Party from exercising that power or right or any other power or right. A waiver must be in writing.
17.11 If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions.
17.12 This Agreement is governed by the laws of in the State of Victoria, Australia. Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts operating in Victoria and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.


18 Definitions


18.1 In this Agreement:
Agreement means these terms and conditions, Terms & Conditions of the Website and the Privacy Policy.
Australian Consumer Law means the Australian Consumer Law found in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
Authorised User means a person who has been authorised by you to login and use your Account in order to use the Website and the Membership Services.
Brickies Network / We / Us means Brickies Network Pty Ltd (ACN 668 755 977).
Brickies Network Background IP means Intellectual Property rights in the Membership Services and the Website and all Materials where those rights are owned by or licensed to us prior to the Commencement Date.
Business Day means between the hours of 9am-5pm (AEST) on a day which is not a Saturday, Sunday or bank or public holiday in New South Wales.
Commencement Date means the date you accept the Agreement.
Confidential Information includes information which:
(a) is disclosed to the Receiving Party in connection with this Agreement at any time;
(b) is prepared or produced under or in connection with this Agreement at any time;
(c) relates to the Disclosing Party’s business, assets or affairs; or
(d) relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement,
whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the
Disclosing Party means the party disclosing Confidential Information to the Receiving Party.
External Circumstances Event means an event arising from circumstances beyond either Party’s reasonable control.
Fees means the fees to be paid to us by you, as set out on the Website from time to time.
Insolvency Event means the occurrence of any one or more of the following events in relation to either Party:
(e) it is or states that it is insolvent or is deemed or presumed to be insolvent under any applicable Laws;
(f) an application or order is made for its winding up, bankruptcy or dissolution or a resolution is passed or any steps are taken to pass a resolution for its winding up or dissolution;
(g) an administrator, provisional liquidator, liquidator or person having a similar or analogous function under the Laws of any relevant jurisdiction is appointed in respect of it or any action is taken to appoint any such person and the action is not stayed, withdrawn or dismissed within 10 Business Days;
(h) a controller is appointed in respect of any of its property;
(i) it is deregistered under the Corporations Act or other legislation or notice of its proposed deregistration is given to it;
(j) a distress, attachment or execution is levied or becomes enforceable against it or any of its property;
(k) it enters into or takes action to enter into an arrangement, composition or compromise with, or assignment for the benefit of, all or any class of its creditors or members or a moratorium involving any of them;
(l) a receiver or manager (or both) or trustee in bankruptcy is appointed in respect of it or its property;
(m) a petition for the making of a sequestration order against its estate is presented and the petition is not stayed, withdrawn or dismissed within 10 Business Days or it presents a petition against itself; or
(n) anything analogous to or of a similar effect to anything described above under the law of any relevant jurisdiction occurs in respect of the relevant Party.
Initial Term means the term published from time to time on the Website or, where the Website is silent, 12 calendar months.
Intellectual Property includes any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), registered and unregistered trademarks, designs (whether or not registered or registrable), circuit layouts, trade names, trade secrets, business names, customer names or internet domain names.
Laws means acts, ordinances, regulations, rules, code and by-laws of the Commonwealth or any state or territory and includes the Privacy Act 1988 (Cth) and the Spam Act 2003 (Cth).
Liability means any expense, cost, Loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise
Loss includes any liability, damages, data breach penalty, costs (including legal costs on a solicitor and own client basis), expenses and other outgoing, and any diminution in value of, or deficiency of any kind, in anything.
Materials means documentation, information, or data, whether depicted in numerical, graphical, text, object code, source code or other format and whether stored in tangible or intangible media.
Membership Services means the services offered on the Website to members from time to time (as relevant to your chosen subscription).
New Materials means Materials which are brought into existence by us or licensed or acquired by us from a third party during the Term and which become part of, or are related to the operation and use of the Membership Services and/or the Website.
Payment Terms are the terms of payment for Fees under this Agreement as specified on the Website from time to time.
Personal Information is defined in the Privacy Act 1988 (Cth) and also includes any similar term as defined in any other privacy law applicable to you.
Personnel means, in relation to a Party, the officers, employees, contractors, sub-contractors and agents of that Party.
Privacy Policy means the Privacy Policy , as amended from time to time.
Receiving Party means the party receiving Confidential Information from the Disclosing Party.
Renewal Term means a 12 month period.
Term means the Initial Term and any Renewal Terms.
Terms & Conditions of the Website mean the Terms and Conditions of Use, as amended from time to time.
enabled by the Brickies Network Platform.
Website means the website hosted at http://www.brickiesnetwork.com.
You means the party who has agreed to subscribe to the Members Services under the terms of this Agreement.
Your Background IP means Intellectual Property rights in Materials where those rights are owned by or licensed to you prior to the Commencement Date or independently acquired by you during the Term and which are not New Materials.


19 Interpretation

19.1 In this Agreement, unless the context otherwise requires:
(a) a reference to this Agreement or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;
(b) a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re- enactments from time to time;
(c) a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity and vice versa;
(d) no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it;
(e) a reference to a party (including a Party) to a document includes that party’s executors, administrators, successors, permitted assigns and persons substituted by novation from time to time;
(f) a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;
(g) a reference to time is to local time (AEST) in Victoria; and
(h) a reference to $ or dollars refers to the currency of Australia from time to time.