The following Registered Suppliers and Certified Suppliers Terms and Conditions (“Terms and Conditions”) apply to all Registered and Certified Suppliers on application and at all times during the period you remain a Registered or Certified Supplier to Supply Nation.

Please take the time to read and understand these Terms and Conditions.

1. Compliance

a. By applying for registration or renewal of registration or certification, the Registered or Certified Supplier agrees to be bound by these Terms and Condition, as amended by Supply Nation from time to time.

b. In addition to these Terms and Conditions, the Registered or Certified Supplier agrees to comply with Supply Nation’s Events Terms and Conditions, the Supply Nation Website Terms of Use, the Supply Nation Privacy Policy, all Supply Nation policies and procedures, as amended from time to time, including at all times the Member and Supplier Code of Conduct, and all applicable Australian laws.

2. Supply Nation Certified Supplier logo and certificate (Certified Suppliers only)

a. Certified Suppliers will receive a Certified Supplier certificate and Certified Supplier logo that they may use to promote their business as a Supply Nation Certified Supplier, subject to these Terms and Conditions.

b. Subject to clause 4, Supply Nation grants the Certified Supplier a revocable, non-transferable, non-sublicensable, non-exclusive, worldwide license to use the certified logo for the sole purpose to promote the business of the Certified Supplier as a Supply Nation Certified Supplier.

c. Without limiting any other rights or remedies available to Supply Nation, any breach of the license granted in clause 2(b) by the Certified Supplier may result in termination of the Certified Suppliers certification.

3. Supply Nation Registered Supplier logo and certificate (Registered Suppliers only)

a. Registered Suppliers will receive a Registered Supplier certificate and Registered Supplier logo that they may use to promote their business as a Supply Nation Registered Supplier, subject to these Terms and Conditions.

b. Subject to clause 4, Supply Nation grants the Registered Supplier a revocable, non-transferable, non-sub licsensable, non-exclusive, worldwide license to use the registered logo for the sole purpose to promote the business of the Registered Supplier as a Supply Nation Registered Supplier.

c. Without limiting any other rights or remedies available to Supply Nation, any breach of the license granted in clause 3(b) by the Registered Supplier may result in termination of the Registered Suppliers certification.

4. Supply Nation Registered and Certified Supplier logos conditions of use

a. Registered Suppliers do not have permission to use the certified logo.

b. Certified Suppliers do not have permission to use the registered logo.

c. Subject to clause 4(g), Certified Suppliers may use the certified logo and subject to clause 4(h) Registered Suppliers may use the registered logo for the following purposes:

i. Supplier diversity identification including on the websites, social media pages, business cards and brochures and other branding of the Certified or Registered Supplier;

ii. Business development material related to the Certified or Registered Supplier including tenders, proposals, quotes, pitch books, presentations and invoices;

iii. Correspondence related to the Certified or Registered Supplier including email signatures and letterheads; and

iv. Official corporate communications related to the Certified or Registered Supplier including annual reports and press releases.

d. Certified Suppliers must not use the certified logo for any other purpose other than those listed in this clause 4, unless prior written consent has been granted by Supply Nation in writing.

e. Registered Suppliers must not use the registered logo for any other purpose other than those listed within this clause 4, unless prior written consent has been granted by Supply Nation in writing.

f. Neither the certified logo or registered logo may be edited, cropped, modified or changed in any way without the prior written consent of Supply Nation.

g. Certified Suppliers are not permitted to pass, transfer or issue the certified logo to a third party to use. Third parties wishing to use the certified logo (or any other Supply Nation logo) must contact Supply Nation directly for permission.

h. Registered Suppliers are not permitted to pass, transfer or issue the registered logo to a third party to use. Third parties wishing to use the registered logo (or any other Supply Nation logo) must contact Supply Nation directly for permission.

i. Certified Suppliers and Registered Suppliers acknowledge and agree that Supply Nation owns all right, title and interest (including Intellectual Property Rights) in and to the certified logo and the registered logo and only Supply Nation may authorise licensing for use the certified logo or the registered logo. No right, title or interest in the certified logo or the registered logo is granted or transferred to the Certified Supplier or Registered Supplier otherwise than as granted pursuant to these Terms and Conditions.

j. If a Certified Supplier or Registered Supplier is or becomes aware of any unauthorised use of the certified logo or the registered logo, including the use of a similar mark, the Certified Supplier or Registered Supplier 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 certified logo and the registered logo.

k. No Certified Supplier or Registered Supplier may commence any infringement or other legal action in connection with the use of the certified logo or registered logo or similar mark by a third party without the prior written consent of Supply Nation

l. Certified Suppliers and Registered Suppliers consent to Supply Nation, at any time, undertaking an audit of the Certified Supplier’s use of the certified logo or the Registered Supplier’s use of the registered logo. You will within fourteen (14) days of receiving a request from Supply Nation provide all information relating to the Certified Supplier’s use of the certified logo or the Registered Supplier’s use of the registered logo including, but not limited to, where and how the certified logo is being used by the Certified Supplier or the registered logo is being used by the Registered Supplier and any other information reasonably required by Supply Nation to complete the audit.

5. Corporate events

a. Pursuant to clause 1(b), when registering and attending any Supply Nation corporate event, the Registered or Certified Supplier 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 1(b), in any and all use of the Supply Nation website, the Registered or Certified Supplier 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 Registered or Certified Supplier’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 Registered or Certified Supplier.

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 Registered or Certified Supplier 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 Registered or Certified Supplier 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 registration or certification. The Registered or Certified Supplier must not use the website to exchange content or other information between members, Registered or 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 Registered or Certified Suppliers via or in connection with the website.

7. Confidentiality and privacy

a. You agree not to disclose any Supply Nation Confidential Information without Supply Nation’s prior written consent.

b. Supply Nation collects, holds, uses and discloses information, including personal information provided by the Registered or Certified Supplier, for the purpose of delivering its products and services or otherwise conducting the functions and activities of Supply Nation, or as required by law. You acknowledge and agree to the collection, holding, use and disclosure of such information by Supply Nation in accordance with the Supply Nation Privacy Policy

c. You acknowledge and agree that the Member may collect, store, disclose and use all data which may be disclosed by a Member to Supply Nation and you acknowledge and agree that Supply Nation may collect, store, disclose, manipulate or use any or all data as part of the Aggregate Data for any purpose in Supply Nation’s absolute discretion, including to improve and support its goods and services, and to create and distribute reports regarding use of such goods and services.

d. Supply Nation from 1st July 2015 will provide the service “Indigenous Business Direct” or similar to the public. As an approved Registered or Certified Supplier you consent to the listing of your business/company being publically available including:

i. Company information (including business name, trading name, website, ABN, ACN, AICN, business activity/sectors, business location, number of employees (Indigenous and non-Indigenous), geographic reach and previous experience); and

ii. Ownership information (including % Indigenous ownership).

8. 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 Registered or Certified Supplier 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 Registered or Certified Supplier 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 content or any other information exchanged in any way whatsoever between the Registered or Certified Supplier and a third party (including another Registered or Certified Supplier or member).

c. Supply Nation accepts no liability or responsibility to any third party in connection with our services. The Registered or Certified Supplier 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 Registered or Certified Supplier’s breach of these Terms and Conditions.

d. Supply Nation will not in any event be liable to the Registered or Certified Supplier 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 Registered or Certified Supplier for any loss or damage will be limited to recovery of direct damages not exceeding AUD $5,000.

f. Supply Nation’s liability for any loss or damage sustained by the Registered or Certified Supplier will be reduced proportionately to the extent that such loss or damage has been caused by the Registered or Certified Supplier’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 Registered or Certified Supplier has contributed to such loss or damage, regardless of whether a claim is made by the Registered or Certified Supplier for breach of contract or for negligence or under an indemnity.

9. Suspension or termination of registration or certification

a. Supply Nation, in its sole discretion, may restrict, suspend or terminate the Registered or Certified Supplier’s registration or certification, respectively, if the Registered or Certified Supplier fundamentally breaches these Terms and Conditions or ceases to operate, and Supply Nation has carried out the investigation process set out in clause 9(c) of these Terms and Conditions. Whilst such investigation process is underway, Supply Nation may, in its sole discretion, restrict or suspend the Registered or Certified Supplier’s registration or certification.

b. The following acts amount to a fundamental breach of these Terms and Conditions:

i. The Registered or Certified Supplier 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;

ii. The Certified Supplier goes beyond the scope of the licence granted for use of the certified logo under clause 2(b);

iii. The Registered Supplier goes beyond the scope of the licence granted for use of the registered logo under clause 3(b); and

iv. The Registered or Certified Supplier 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, falsely claims to be of Indigenous heritage 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 9, or in the event that Supply Nation suspects there to have been a fundamental breach under this clause 9, Supply Nation:

i. must serve written notice to the Registered or Certified Supplier providing:

a. such details of the fundamental breach as it considers, in its sole discretion, that it is reasonably able to divulge; and

b. the investigation process set out in this clause 9(c) so that the Registered or Certified Supplier may reasonably respond to the notice;

ii. must provide the Registered or Certified Supplier with at least 10 business days to respond to the notice;

iii. must carry out an investigation into the fundamental breach within a reasonable time frame. Part of that investigation may involve Supply Nation requesting further information and documentation from the Registered or Certified Supplier. Where such requests are made, the Registered or Certified Supplier will be provided with at least 10 business days to respond (“Information Request”);

iv. may, if 10 business days have elapsed since an Information Request was made and the Registered or Certified Supplier has not adequately addressed the Information Request, make a determination that there has been failure to engage with the investigation process (“a failure to engage determination”);

v. (Assuming a failure to engage determination has not been made) must determine whether the Registered or Certified Supplier has or has not fundamentally breached these Terms and Conditions (“a determination”);

vi. must prepare a record of the determination or failure to engage determination and any resolution/action proposed to be taken; and

vii. must inform the Registered or Certified Supplier of the outcome of the investigation, providing reasons for the determination or failure to engage determination and any resolution/action proposed to be taken.

d. Upon termination, all rights granted to the Registered or Certified Supplier under these Terms & Conditions will revert to Supply Nation and the Registered or Certified Supplier must:

i. Cease to represent itself as a Registered or Certified Supplier of Supply Nation;

ii. Cease to reproduce or otherwise use the certified or registered logo;

iii. Remove the certified or registered logo from any and all material, information and content, including the Certified or Registered Supplier’s branding, website and social media pages, business development materials, correspondence and corporate communication;

iv. Return all materials supplied by Supply Nation (including the certified or registered logo) within 10 business days, or if directed by Supply Nation, destroy all copies of those materials.

10. Confirmation of Indigenous status

a. Confirmation of Australian Aboriginal and/or Torres Strait Islander status of Indigenous business owners (in the percentage required) must be provided to Supply Nation before any Indigenous business is registered or certified. To evidence this status, a business must provide Supply Nation with a Confirmation letter of Aboriginality or Torres Strait Islander descent provided by a recognised institution (a “Confirmation Letter”). The Confirmation Letter must confirm that the individual having the beneficial ownership of at least 50% of the prospective Registered or Certified Supplier:

i. is of Aboriginal and/or Torres Strait Islander descent;

ii. identifies as an Aboriginal and/or Torres Strait Islander person; and

iii. is recognised and accepted as being an Aboriginal and/or Torres Strait Islander from a specified Aboriginal and/or Torres Strait Islander community.

b. Recognised institutions include but are not limited to:

i. Indigenous Land Councils;

ii. Aboriginal or Torres Strait Islander Corporations; and

iii. Prescribed Bodies Corporate.

c. The Confirmation Letter must include two referees who may be contacted to verify the information in that form. Referees must be at least 18 years of age and of sound mind, memory and understanding.

d. In extenuating circumstances, Supply Nation may in its sole discretion choose to accept a signed Supply Nation confirmation of Aboriginal and/or Torres Strait Islander descent form instead of a Confirmation Letter. This form is a legally binding statutory declaration. False or misleading statements are punishable under section 136 of the Criminal Code Act 1995 (Cth) and section 11 of the Statutory Declarations Act 1959 (Cth).

i. The Supply Nation confirmation of Aboriginal and/or Torres Strait Islander descent form must include two referees who may be contacted to verify the information in that form. Referees must be at least 18 years of age and of sound mind, memory and understanding.

ii. Referees listed on the Supply Nation confirmation of Aboriginal and/or Torres Strait Islander descent form must be from a recognised Indigenous organisation or another organisation that is deemed by Supply Nation to have the public standing and credibility to attest to the veracity of an individual’s claim to be of Aboriginal and/or Torres Strait Islander descent.

iii. By signing the form, the signatory is confirming they are Aboriginal and/or Torres Strait Islander as it is understood by the Aboriginal and Torres Strait Islander Act 2005, which states that in order to be recognised as Indigenous, a person:

a. is of Aboriginal or Torres Strait Islander descent, or both;

b. identifies as an Aboriginal person or Torres Strait Islander, or both; and

c. is recognised as such by his or her community.

e. Supply Nation uses a combination of ABR, ASIC and Credit Reporting bureaus to make decisions on eligibility of registered and certified suppliers. This data is sourced from publicly available information and Supply Nation reserves the right to make an amendment to Supplier’s registration and certification status if any sources of data show changes within the ultimate beneficial holding of any company.

11. Criteria for registration

To become a Registered Supplier, a business must:

a. Prove that it is at least 50% Indigenous owned;

b. Be registered online with Indigenous Business Direct; and

c. Pass an internal verification process carried out by Supply Nation.

12. Criteria for certification

To become a Certified Supplier, a business must:

a. Prove that it is at least 51% Indigenous owned, managed and controlled;

b. Be registered online with Indigenous Business Direct;

c. Pass an internal verification process carried out by Supply Nation; and

d. Be certified via the Supply Nation certification process.

13. Entire agreement

This Agreement constitutes the entire agreement, understanding and arrangement (express and implied) between the Registered or Certified Supplier 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:

“Commercial Data” means any statistical data, analytics, trends or other aggregated or de-identified data derived from your Confidential Information, or any other information, which has been supplied to Supply Nation or a Member in the course of your engagement with Supply Nation or a Member including a related bodies corporate (as defined in the Corporations Act 2001(Cth)) of either Supply Nation or a Member.

“Certified logo” means the Supply Nation certified logo, being registered trade mark 1900546, that Supply Nation has granted a licence to the Certified Supplier to use in accordance with these Terms & Conditions.

“Certified Supplier” or “Certified” or ‘you’ 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 Certified Logo where a licence for use is expressly granted under these Terms & 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 Registered or Certified Supplier may register to attend including but not limited to, a Connect conference, tradeshows, and gala dinner awards.

“Indigenous” means an Australian Aboriginal or Torres Strait Islander person.

“Indigenous Business Direct” means the Indigenous business directory managed by Supply Nation and available from the website.

“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.

“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” means an organisation or other entity that is a current approved member of Supply Nation that seeks to purchase products and/or services from Indigenous businesses.

“Registered Supplier” or ‘Registered’ or ‘you’ means a current approved Indigenous business and registered supplier of Supply Nation meeting registration criteria.

“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 Registered Supplier and Certified Supplier 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