The following Membership terms and conditions (Terms and Conditions) apply to all Members. Please take the time to read and understand these Terms and Conditions.

1. Compliance

a. These are the terms on which Australian Indigenous Minority Supplier Office Limited trading as Supply Nation ABN 50 134 720 362 (referred to as Supply Nation, we, our or us) permits users (referred to as Members, you or your) to:

1. access and use the services and functionality made available through your Membership such as reports in respect of Aggregated Data and other possible analytics in respect of Indigenous Spend Data or Aggregate Data; and

2. view and interact with any content, information, communications, advice, text or other material provided by Supply Nation.

b. By applying for Membership or renewing your Membership, the Member agrees to be bound by:

1. these Terms and Conditions;

2. the Supply Nation Events Terms and Conditions;

3. the Supply Nation Website Terms of Use;

4. the Supply Nation Privacy Policy; and

5. all Supply Nation policies and procedures as notified from time to time but in all cases including the Supplier Code of Conduct and all applicable Australian laws, as they may be amended from time to time.

c. The Member agrees to comply with the requirements of Membership, as amended by Supply Nation from time to time and posted on the Supply Nation website.

d. Supply Nation may unilaterally amend these Terms and Conditions from time to time. The amended Terms and Conditions will apply upon Supply Nation providing the Member 30 days’ notice.

2. Registration

a. Although you may browse the Supply Nation website without creating an account or providing your details, in order to access certain features and functionalities of the website, including without limitation Indigenous Business Direct (IBD) and a Data API (SupplyStream), you must create an account and maintain a subscription for the relevant features and functionalities (Membership) by providing all of the information required, including by entering an Membership password (Password), at registration.

b. When creating your Membership, you warrant that:

1. all information and data provided by you in the registration of your Membership is accurate, complete and up to date. You will promptly inform Supply Nation if there is any change to this information or data; and

2. if you are creating an account on behalf of a company or other entity, you have the authority to enter in these Terms and legally bind the company or entity to these Terms and Conditions.

c. You may elect to change the Password at any time using the facility provided on the Supply Nation website. You must immediately notify Supply Nation of any Password which is lost, inoperable, shared or used in an unauthorised manner.

d. If you are uploading User Content which involves or contains images of or references to a person(s), you warrant that the person is aware and has consented to the use of that User Content in accordance with these Terms.

e. You will be fully responsible for all acts and omissions of any person using your Password and Membership, as if they were your own acts and omissions. You agree that you will not share, disclose, or permit disclosure of, your Password, let anyone else access your Membership or do anything that would risk the security of your Membership. Supply Nation will not in any event be liable for any loss, damage, claims, costs or expenses arising out of the use or misuse of your Password and Membership, and you indemnify Supply Nation against all loss, damage, claims, costs or demands in this regard.

f. You must notify us immediately if you become aware of any unauthorised access or use of your Membership.

g. You agree that if we disable or terminate your Membership for any reason, you will not directly or indirectly create another one without our permission.

h. We reserve the right to refuse registration of any Membership, and to cancel any Membership, at our sole discretion.

i. When you register a Membership, we may provide certain services to you, which may include providing Supply Nation or third party reports (or both) in connection with Registered Suppliers and Certified Suppliers in our absolute discretion (Services). Any use of the Services is at your own risk. Members can access the IBD to obtain lists of then current Registered Suppliers and Certified Suppliers.

3. Supply Nation member logo and certificate

a. Members will receive a Supply Nation Membership certificate and Member Logo that they may use to promote their commitment to supplier diversity, subject to these Terms and Conditions.

b. Subject to clause 4, Supply Nation grants the Member a revocable, non-transferable, non-sub licensable, non-exclusive, worldwide license to use the Member Logo for the sole purpose to promote the Member’s commitment to supplier diversity and Membership of Supply Nation.

c. Without limiting any other rights or remedies available to Supply Nation, any breach of the licence granted in clause 3(b) by the Member may result in termination of the Member’s Membership.

4. Supply Nation member logo conditions of use

a. The Member may use the Member Logo for the following purposes:

1. Supplier diversity identification including on the websites, social media pages, business cards, brochures and other branding of the Member;

2. Business development material related to the Member including tenders, proposals, quotes, pitch books, presentations and invoices;

3. Correspondence related to the Member including email signatures and letterheads; and

4. Official corporate communications related to the Member including annual reports and press releases.

b. The Member must not use the Member Logo for any purpose other than those listed in this clause 2, unless prior written consent has been granted by Supply Nation.

c. The Member Logo must not be edited, cropped, modified or changed in any way without the prior written consent of Supply Nation.

d. Members are not permitted to pass, transfer or issue the Member Logo to a third party to use. Third parties wishing to use the Member Logo (or any other Supply Nation logo) must contact Supply Nation directly for permission.

e. The Member acknowledges and agrees that Supply Nation owns all right, title and interest (including Intellectual Property Rights) in and to the Member Logo and only Supply Nation may authorise licensing for use of the Member Logo. No right, title or interest in the Member Logo is granted or transferred to the Member otherwise than as granted pursuant to these Terms and Conditions.

f. If a Member is or becomes aware of any unauthorised use of the Member Logo, including the use of a similar mark, the Member must immediately bring this use to the attention of Supply Nation. Supply Nation reserves all rights to take any action it deems appropriate to protect and enforce its right, title and interest in and to the Member Logo.

g. No Member may commence any infringement or other legal action in connection with the use of the Member Logo or similar mark by a third party without the prior written consent of Supply Nation.

h. The Member consents to Supply Nation, at any time, undertaking an audit of the Member’s use of the Member Logo. The Member will within fourteen (14) days of receiving a request from Supply Nation provide all information relating to the Member’s use of the Member Logo including, but not limited to, where and how the Member Logo is being used by the Member and any other information reasonably required by Supply Nation to complete the audit.

5. Corporate events

Pursuant to clause 2(b), when registering and attending any Supply Nation corporate event, the Member agrees to comply with the Supply Nation Events Terms and Conditions.

6. Electronic exchange of information and use of Supply Nation website

a. Pursuant to clause 2(b), in any and all use of the Supply Nation website, the Member agrees to comply with the Supply Nation Website Terms of Use.

b. The Supply Nation website and the content on the website is protected by Intellectual Property Rights laws. The website and all content on the website is owned by or licensed to Supply Nation and Supply Nation reserves all Intellectual Property Rights in the website and the content.

c. Other than as specified in these Terms and Conditions and the Supply Nation Website Terms of Use, the Member’s use of and access to the website and the content on the website does not grant or transfer any right, title or interest in the website or the content to the Member.

d. The website or content on the website may contain Indigenous Cultural and Intellectual Property (ICIP) which belongs to the relevant Indigenous language owners, custodians, creators and their descendants. In any use of the website or the content, the Member agrees to abide by any cultural or ICIP policy or procedure of Supply Nation, as amended from time to time, and respect the ICIP and the rights of traditional owners or custodians of that ICIP.

e. The Member may only use the website and the content on the Website for lawful purposes and in a manner consistent with the nature and purpose of their Membership. The Member must not use the website to exchange content or other information between Members, Registered and Certified Suppliers or other third parties in an unlawful manner, or to send or distribute any messages, materials or content that may be considered unlawful.

f. Supply Nation takes a zero tolerance approach to the sending of unsolicited commercial electronic communication, email or SMS, or any other form of SPAM, by Members via or in connection with the Website.

7. Membership fees

a. In order to register and maintain a Membership, you must:

1. pay an annual fee specified on the Supply Nation website based on your Membership category (Annual Fee) (which is subject to change in accordance with clause 7(g)) within 30 days of your Membership registration and then in accordance with clause 7(d) for each subsequent Anniversary Date;

2. if you subscribe to a Data API (SupplyStream), pay the API Setup Fee upon written notice from Supply Nation and, subject to clause 7(a)(3) must pay the API Annual Fee in accordance with clause 7(d); and

3. in respect of the first year of a subscription to a Data API the API Annual Fee will be calculated on a pro rata basis for the remainder of the year up to the next Anniversary Date. For all subsequent years the API Annual Fee and the Annual Fee will be paid in accordance with clause 7(d),

(collectively clauses 7(a)(1) and 7(a)(3) comprise the Subscription Fee).

b. We may from time to time negotiate and agree with you a scope and quantity of additional services beyond those provided in accordance with your Membership. The amount payable for these additional services will be agreed between the parties in writing prior to the commencement of any additional services.

c. Your Membership will continue for a one (1) year period and automatically renew for further one (1) year period from your Membership registration date on each consecutive year (Anniversary Date), unless you cancel your membership in accordance with clause 8.

d. You will be billed 30 days before each Anniversary Date in advance for your Membership at our then current Subscription Fees, including if applicable, the API Annual Fee. If:

1. you provide your credit card or payment information, we may deduct the Subscription Fee using that information; or

2. you do not provide your credit card or payment information, we will send you an invoice with the Subscription Fee which must be paid within the time period specified on the invoice.

e. If:

1. your Membership is automatically renewed in accordance with clause 7(c) but we do not receive the Subscription Fee by the due date for such payment; or

2. you choose not to renew your Membership in accordance with clause 8,

then we can terminate your Membership or change immediately by notice in writing at any time after the due date for the Subscription Fee has passed.

f. All currency references and transactions are processed in Australian dollars.

g. We reserve the right to vary the Subscription Fees in our absolute discretion upon 20 days prior written notice.

h. The Subscription Fee, and, if applicable, API Setup Fee are exclusive of goods and services tax and all other taxes, duties and charges imposed or levied in Australia in connection with the supply of goods or services.

i. We may update or change our payment policies at any time without prior notice to you.

8. Cancellation of membership

Should you wish to cancel your Membership you must do so in writing providing Supply Nation 3 months’ notice. Supply Nation has a no-refund policy therefore no refund of unused/part year Membership will be granted.

9. Third party material

Depending on your category of Membership, your Membership may include the provision of technology, software and/or services from third party service providers (Third Party Material).
You must accept, and will be deemed to accept by use of the relevant functionalities of your Membership. third party service provider’s terms and conditions (Third Party Terms) in respect of any Third Party Material incorporated into, or otherwise provided, in the course of your Membership. You acknowledge and agree to comply with all Third Party Terms.

Supply Nation may not have control over Third Party Terms but will use it best efforts to provide Customer with notice of the relevant Third Party Terms from time to time.

If you do not comply with the Third Party Terms you will not be entitled to receive the relevant functionalities of your Membership and Supply Nation may terminate that part of your Membership. Supply Nation will not be liable for any loss, damage or expense incurred by you, including in respect of any Subscription Fee or API Setup Fee paid in advance, as a result of such termination.

10. Confidentiality, data and privacy

a. Subject to clauses 10b and 10f, the Recipient must:

1. only use or access the Discloser’s Confidential Information for the Express Purpose;

2. hold the Discloser’s Confidential Information in strict confidence and not disclose, or cause or permit the disclosure of the Confidential Information, except as permitted under these Terms and Conditions or with the prior written consent of the Discloser;

3. not use, distribute, disclose, or cause or permit the use, distribution or disclosure to any person of, any opinion in respect of the Discloser’s Confidential Information except as permitted under these Terms and Conditions;

4. not copy, reproduce or store any part of the Discloser’s Confidential Information without the prior written consent of Discloser, except in connection with the Express Purpose;

5. promptly notify the Discloser in writing if it suspects, or becomes aware of, any unauthorised access, use, copying or disclosure of any part of the Confidential Information; and

6. where the Recipient is Supply Nation, not distribute Aggregate Data in a form that identifies the Member without the prior written consent of the relevant Member.

b. Nothing in these Terms and Conditions prohibits any disclosure of Confidential Information by the Recipient that is required by applicable law or legally binding order of any court or judicial body, or a requirement of a stock exchange on which Recipient is listed, provided that prior to any disclosure, the Recipient:

1. must disclose only the minimum Confidential Information required to comply with the applicable law or order; and

2. must give the Discloser written notice of the full circumstances of the required disclosure together with the Confidential Information which it proposes to disclose and consult with the Discloser as to the form of the disclosure.

c. Immediately on the written request of the Discloser, or on termination or expiry of these Terms and Conditions, the Recipient must:

1. cease the use of all Confidential Information of or relating to the Discloser; and

2. subject to any requirement under law and excluding digital backup copies created through automated system processes provided that such backup copies are protected as Confidential Information by the Recipient for as long as the information is retained, return all documents and other materials in its possession, power or control containing, recording or constituting Confidential Information or, at the option of the Discloser, destroy and delete, and certify to the Discloser that it has destroyed, those documents and materials.

d. Supply Nation collects, holds, uses and discloses information, including Personal Information provided by the Member, for the purpose of delivering its products and services or otherwise conducting the functions and activities of Supply Nation, or as required by law. The Member acknowledges and agrees to the collection, holding, use and disclosure of such information by Supply Nation in accordance with the Supply Nation Privacy Policy.

e. The Member must submit via the SpendTracker Tool, or via any other means specified by Supply Nation, the value and date(s) of the Member’s spend with all Certified Suppliers and Registered Suppliers for each Financial Year Quarter within the time frame reasonably specified by Supply Nation (Indigenous Spend Data).

f. The Member acknowledges and agrees that Supply Nation may use Aggregate Data, including without limitation the Indigenous Spend Data incorporated into the Aggregate Data, to improve and support its goods and services, and to create and distribute reports regarding use of such goods and services.

g. The obligations imposed under this clause 10 commence on the date the Membership commences and continues to apply and survive for a period of 5 years following the return or destruction of Confidential Information.

11. Liability

a. To the maximum extent permitted by law, Supply Nation will not be liable under any circumstances (whether in contract, tort including negligence, statute or otherwise) for any loss, damage, claim, demand or expense of any kind incurred by the Member or a third party in relation to unauthorised access, misuse, corruption or loss of content or any other information exchanged over the Supply Nation website.

b. The Member agrees to indemnify, defend and hold harmless Supply Nation and its licensors, suppliers, and our and their subsidiaries, affiliates, related entities, officers, directors, shareholders, agents, co-branders or other partners, employees, successors and assignees from any and all liability, cost, expense, loss, claim or demand, including reasonable legal costs, incurred by Supply Nation due to or arising from the content or any other information exchanged in any way whatsoever between the Member and a third party (including a Registered or Certified Supplier or another Member), including any costs of liability incurred as a result of any claims, proceedings or demands made or brought against Supply Nation.

c. Supply Nation accepts no liability or responsibility to any third party in connection with our services. The Member agrees to reimburse Supply Nation for any liability (including reasonable legal costs) Supply Nation incurs in connection with any claim by a third party arising from the Member’s breach of these Terms and Conditions.

d. Supply Nation will not in any event be liable to the Member for any indirect, economic, incidental, special or consequential loss including, without limitation, loss of profits or use or goodwill or anticipated savings or revenue or contracts, whether or not Supply Nation has been advised of the possibility of such loss.

e. Subject to clauses 11(a) – 11(d), to the extent permitted by law, Supply Nation’s liability to the Member for any loss or damage will be limited to recovery of direct damages not exceeding the total amount of the annual Membership fees paid or payable to Supply Nation by the Member in any one year.

f. Supply Nation’s liability for any loss or damage sustained by the Member will be reduced proportionately to the extent that such loss or damage has been caused by the Member’s failure to comply with its obligations and responsibilities under these Terms and Conditions and/or to the extent that the negligence or other wrongful act or omission of the Member has contributed to such loss or damage, regardless of whether a claim is made by the Member for breach of contract or for negligence or under an indemnity.

12. Suspension or termination of membership

a. Without limiting any other rights in these Terms and Conditions. Supply Nation, in its sole discretion, may restrict, suspend or terminate the Member’s Membership immediately if:

1. The Member is in breach of any material obligation, warranty or representation made under these Terms and Conditions, including obligations under clauses 4, 6, 7 and 10;

2. The Member breaches the scope of the licence granted for use of the Member logo under clause 3(b);

3. The Member conducts itself in a manner contrary to Supply Nation’s vision or values, engages in any conduct prejudicial to the reputation or detrimental to the interests of Supply Nation or otherwise does not comply with Supply Nation’s Member and Supplier Code of Conduct.

b. In the event of a termination or suspension right under this clause 12 is triggered, Supply Nation may serve written notice to the Member and if the Member fails to rectify the breach and/or comply with any reasonable resolution/action requested by Supply Nation for rectification of the breach within 10 business days, the Member’s Membership will automatically terminated.

c. Upon termination, all rights granted to the Member under these Terms and Conditions will be terminated and the Member must:

1. Cease to represent itself as a Member of Supply Nation;

2. Cease to reproduce or otherwise use the Member Logo;

3. Remove the Member Logo from any and all material, information and content, including the Member’s branding, website and social media pages, business development materials, correspondence and corporate communication; and

4. Return all materials supplied by Supply Nation (including the Member Logo) within 10 business days, or if directed by Supply Nation, destroy all copies of those materials.

d. Any Subscription Fees outstanding as at the time of termination of the Member’s Membership are due and payable to Supply Nation within 10 business days

13. Entire agreement

This Agreement constitutes the entire agreement, understanding and arrangement (express and implied) between the Member and Supply Nation relating to the subject matter of this agreement and supersedes and cancels any previous agreement, understanding and arrangement relating thereto whether written or oral.

14. Severability

If any provision of these Terms and Conditions is held by a court of law to be invalid or unenforceable under any applicable statute or rule of law, such provision shall cease to apply or to bind the parties but the remainder of these Terms and Conditions shall continue to be binding and in full force and effect.

15. Governing law

The laws in force in New South Wales apply to these Terms and Conditions and the parties agree to irrevocably submit to the exclusive jurisdiction of the courts of that State.

16. Definitions

In these Terms and Conditions, unless the contrary intention appears:

• Aggregate Data means any statistical data, analytics, trends or other aggregated or de-identified data derived from your Confidential Information or the Indigenous Spend Data or any other information, which has been supplied to Supply Nation in the course of your engagement with Supply Nation or a related bodies corporate (as defined in the Corporations Act 2001(Cth)) of Supply Nation.
• API Annual Fee means the fees, as agreed in writing between the parties in respect of the Data API, paid annually in accordance with clause 7(d) .
• API Setup Fee a once-off, non-refundable setup fee as notified in writing by Supply Nation.
• Certified Supplier means a current approved Indigenous business and certified supplier of Supply Nation meeting certification criteria.
• Confidential Information means all information, data or material whether written, oral, visual, recorded or otherwise, including without limitation any information in connection with a Registered Supplier or Certified Supplier supplied by, or on behalf of, Supply Nation to a Member, which:
  • is disclosed to the Recipient by or on behalf of the Discloser, or which is otherwise acquired directly or indirectly by the Recipient from the Discloser or any adviser engaged by the Discloser;
  • relates directly or indirectly in any way to any of the Discloser’s identifiable past, existing, future or potential customers, clients, businesses, business methods, technology solutions, systems, operations, finances, administration, or strategic or marketing plans, and is not generally available to the public at the time of disclosure; or
  • comprises identifiable Personal Information,

but does not include any Confidential Information which:

• • is in the public domain other than as a result of a breach of this Agreement by the Recipient;
  • was at the time of disclosure already in the lawful possession of the Recipient; or
  • is received by the Recipient from a party (other than the Discloser of any employee, officer, agent or adviser of the Discloser) legally entitled to possess that information and provide it to the Recipient without breach of confidence.

For clarity, Indigenous Spend Data is Confidential Information.

• Content means any and all information, material, content, products and/or services available on or through the website including, but not limited to text, graphics, logos, software, documents, reports, papers, articles, brochures, newsletters, comments, courses, workshops, seminars, webinars, videos, audio, images and Indigenous Cultural and Intellectual Property such as Indigenous languages and cultural heritage.
• Corporate event means the event organised and promoted by Supply Nation which the Member may register for including, but not limited to, a Connect conference, tradeshows, and gala dinner awards.
• Data API means an application program interface to facilitate Members access to Registered and Certified supplier business information in Supply Nation’s Indigenous Business Direct database.
• Discloser means the party and that parties’ Related Bodies Corporate disclosing Confidential Information, or on whose behalf Confidential Information is being disclosed, to the other party.
• Express Purpose means reviewing and using Confidential Information for internal business purposes, improving and supporting Supply Nation’s goods and services, and Supply Nation creating and distributing reports (using Aggregate Data) regarding use of such goods and services to the public.
• Financial Year Quarter means each quarter with the period commencing 1 July and end 30 June the following year.
• Indigenous means an Aboriginal or Torres Strait Islander person.
• Indigenous Cultural and Intellectual Property means Indigenous peoples’ intangible and tangible heritage. Heritage comprises all objects, sites, cultural expression and knowledge including language, the nature or use of which has been transmitted or continues to be transmitted from generation to generation, and which is regarded as pertaining to a particular Indigenous group or its territory.
• Indigenous Business Direct means the Indigenous business directory managed by Supply Nation and available from the website.
• Indigenous Spend Data means the value and date(s) of the Member’s spend with all Certified Suppliers and Registered Suppliers.
• Intellectual Property Rights means 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), trade marks, designs, circuit layouts, databases, business and company names, domain names, trade secrets, know-how or Confidential Information, whether registered or unregistered.
• Member Logo means the Supply Nation member logo, being registered trade mark 1530048, that Supply Nation has granted a licence to the Member to use in accordance with these Terms and Conditions
• Member or ‘you’ means the organisation or other entity that is applying for Membership or is a current approved Member of Supply Nation that seeks to purchase products and/or services from Indigenous businesses.
• Personal Information means ‘personal information’ as defined in the Privacy Act 1988 (Cth) which is Confidential Information.
• Recipient means the party receiving Confidential Information from the Discloser.
• Registered Supplier means a current approved Indigenous business and registered supplier of Supply Nation meeting registration criteria.
• SpendTracker Tool means the specific reporting function on the Supply Nation website at spendtracker.supplynation.org.au/login
• Supply Nation or ‘we’ means the Australian Indigenous Minority Supplier Office Limited trading as Supply Nation ABN 50 134 720 362.
• Tax Invoice means has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
• Terms and Conditions means these Membership Terms and Conditions, as amended from time to time.
• Website means the Supply Nation website with the URL address of supplynation.org.au and/or the Supply Nation Connect website with the URL address of connect.supplynation.org.au

Last updated: 18 June 2021