Supply Nation Members Terms and Conditions
The following membership Terms and Conditions (“Terms and Conditions”) apply to all members on registration and at all times during the period you remain a member of Supply Nation. Please take the time to read and understand these Terms and Conditions.
a. By applying for membership or renewing membership, the member agrees to be bound by these Terms and Conditions, as amended by Supply Nation 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 Website.
2. 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 3, 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 2(b) by the member may result in termination of the member’s membership.
3. Supply Nation member logo conditions of use
a. The member may use the member logo for the following purposes:
i. Supplier diversity identification including on the websites, social media pages, business cards, brochures and other branding of the member;
ii. Business development material related to the member including tenders, proposals, quotes, pitch books, presentations and invoices;
iii. Correspondence related to the member including email signatures and letterheads; and
iv. 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 3, 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.
4. Corporate events
Pursuant to clause 1(b), when registering and attending any Supply Nation corporate event, the member agrees to comply with the Supply Nation Events Terms and Conditions.
5. Electronic exchange of information and use of Supply Nation website
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.
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.
6. Membership fees
a. Membership fees are invoiced on an annual basis payable yearly in advance. A GST tax invoice will be sent to the member for the membership renewal 14 days prior to the annual expiry date.
7. Cancellation of membership
a. Should you wish to cancel your membership you must do so in writing providing Supply Nation 3 month’s notice. Supply Nation has a no-refund policy therefore no refund of unused/part year membership will be granted.
8. Confidentiality, data and privacy
a. The member agrees not to disclose any Supply Nation Confidential Information without the prior written consent of Supply Nation.
c. The Member must submit via the Spendtracker Tool, or via any other means specified by Supply Nation, the value of the Members 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).
d. 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.
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 8(a) – 8(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.
10. Suspension or termination of membership
a. Supply Nation, in its sole discretion, may restrict, suspend or terminate the member’s membership immediately if the member fundamentally breaches these Terms and Conditions or ceases to operate.
b. The following acts amount to a fundamental breach of these Terms and Conditions:
i. The member is in breach of any material obligation, warranty or representation made under these Terms and Conditions, including obligations under clause 3, 5 and 8;
ii. The member goes beyond the scope of the licence granted for use of the member logo under clause 2(b);
iii. 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.
c. In the event of a fundamental breach under this clause 10, 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 terminate.
d. Upon termination, all rights granted to the member under these Terms and Conditions will revert to Supply Nation and the member must:
i. Cease to represent itself as a member of Supply Nation;
ii. Cease to reproduce or otherwise use the member logo;
iii. 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;
iv. 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.
e. Any membership fees outstanding as at the time of termination of the member’s membership are due and payable to Supply Nation within 10 business days.
11. 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 there to whether written or oral.
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.
13. 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.
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.
- Certified Supplier means a current approved Indigenous business and certified supplier of Supply Nation meeting certification criteria.
- Confidential information means information that is by its nature confidential or by the circumstances in which it is disclosed is confidential including but not limited to any information, trade secrets, technical data or know how relating to the research or development, products, services, inventions, manufacturing processes, production techniques, purchasing, accounting, marketing, merchandising and sales of Supply Nation, but excludes the Member Logo where a license for use is expressly granted under these Terms and Conditions.
- 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.
- 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.
- 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.
- 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.
- 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 supplynationconnect.com.au