Blackwood River Arts Trail Inc.
ONLINE Membership Terms and Conditions
These are the Membership Terms and Conditions which govern your access to and interaction with our online membership known as Member (Membership) provided by Blackwood River Arts Trail Inc. (ABN 5068246202) trading as Blackwood River Arts Trail Inc. (Blackwood River Arts Trail Inc., we, us).
Please read these terms and conditions carefully, as they can only be waived or varied in writing. By proceeding to sign up with us as a member, you’re indicating to us that you’ve read, understood and agreed to enter into a binding agreement with us on these terms and conditions. If you have any questions or concerns about our terms and conditions or the Membership, please don’t hesitate to get in touch with us.
Your Membership includes, Invite to opening night function, Access to members chat and Inclusion in BRAT newsletter mailouts, ability to attend, participate and vote in BRAT Annual General Meeting and other open meetings during the calendar year. 1 printed copy of the BRAT trail guide to be collected from your nearest pick up point.
Content May Change
You understand and agree the content we make available in the Membership may change from time to time in our absolute discretion. A reasonable change in content alone is not a valid reason for termination.
OTHER TERMS AND CONDITIONS
These terms and conditions do not apply to any offline, in-person or other membership, packages or goods we sell or make available to you outside of the Membership – please see alternative terms for these offerings. Any breach by you of any other agreement you have with us will amount to a breach of this agreement.
PRICING AND PAYMENTS
While we take every care to make sure our online presence is accurate and up to date, we’re only human and from time to time, mistakes may occur (for example, a pricing error or inclusions error).
Please note that when you submit an order or application to join our Membership, no agreement is formed until we process and accept your order or application and send you a confirmation. If there’s been an error leading to your order (such as a pricing or availability error), we may choose not to complete the order, but we’ll be sure to contact you to discuss your options (for example, placing an order at the correct price, or delaying your order).
You agree to pay us the membership fee for the Membership listed on our website checkout page at the time of submitting your application (subject of course to the proviso above, in the case of accidental errors and omissions) and at the intervals specified. Prices are listed in Australian dollars (AUD) and are inclusive of GST, unless otherwise stated.
We currently accept payment via direct debit and credit card. We may offer other ways to pay from time to time, such as through other third-party payment gateways or processors or electronic funds transfer into our nominated bank account. You agree to pay any third-party merchant fees or charges as notified at the time of payment.
In making a payment, you warrant to us that you’ve read and agreed to the terms of any other third-party payment gateway or processor we use from time to time, which are available on their websites. You understand that these payment facilities are provided by third parties and are made available to you for convenience only. We’re not responsible for any issues, loss or damage arising out of those facilities. If you have an issue with a third-party provider, please contact them directly.
Failure to Make Payment
If you fail to make a scheduled payment, or if any such payment is returned or denied for any reason, we may terminate this Agreement or suspend or cancel your access to the Membership, at our absolute discretion, unless or until payment is received. You also agree to indemnify us from and against all costs and incurred by us in pursuing overdue amounts, including payment processing charges, legal costs on a full indemnity basis and collection agency costs which we become liable to pay.
We may offer discounts from time to time. Please note that discounts are not available in conjunction with any other offer (for example, if we have two promotions on offer at the same time, you can only apply one discount to a purchase, not both).
Discounts are available for the stated time, or else for a period of seven (7) days from the date that the offer was first made (whichever occurs first).
We reserve the right to revoke any discount offer at any time without notice.
We do not offer refunds otherwise than in accordance with your entitlements under the ACL. To submit a claim under the ACL, please email us at firstname.lastname@example.org.
ACCESS AND CONDUCT
Once we’ve received your payment and confirmed your order, you’ll receive an email confirmation of your membership
You will have access in accordance with your Membership inclusions, unless or until your Membership is terminated, suspended or altered in accordance with these terms and conditions.
If you have any technical problems accessing your Membership inclusions, please contact us for assistance at email@example.com.
If your Membership includes access to any interactive platform, you must not post any comment or content that is defamatory, offensive or otherwise inappropriate, or which might bring us or our Membership into disrepute. You must not use our Membership to harass, threaten or menace any person or send unsolicited messages.
You must not do anything that is unlawful, commit any breach of another person’s privacy or any other legal rights or interfere with any user. You must not tamper with our website or any Membership content or inclusions (such as by transmitting viruses or other programs).
You warrant that all information that you submit to us is true and correct, to the best of your knowledge and information, and that you are the rightful owner of all intellectual property rights in such information.
In addition to other rights we have if you breach this clause, we may, in our absolute discretion, delete or modify content you post, or fully or partially, temporarily or partially restrict your ability to interact on or in platforms that form part of the Membership inclusions.
You agree to keep all confidential information accessed by you as part of the Membership strictly confidential. For the purposes of this clause, confidential information means any information concerning our or another member’s business, finances, technology or affairs which is not in the public domain (other than by a breach of this clause).
Intellectual Property Ownership
All content in the Membership is subject to copyright and is protected by copyright under the laws of Australia and through international treaties. Unless we say otherwise, all rights (including copyright) in the Membership and our website (including text, graphics, logos, button icons, video images, audio clips, code, scripts, design elements and interactive features) are owned or controlled by us and are reserved by us.
Unless otherwise agreed in writing, you agree to transfer all intellectual property rights in any works you deliver to us through your participation in the Membership or engagement with Membership content (such as comments, posts, questions, videos and the like) to us. All such rights immediately become our property on delivery or transmission to us.
You acknowledge and agree that all intellectual property rights owned by us or to which we are entitled before and after this agreement with you is formed will remain our sole property and that nothing in this agreement transfers any ownership in any intellectual property rights in any Membership content to you.
Intellectual Property Licence
We take our intellectual property rights very seriously. We have invested significant time, energy and resources into our Membership content and require all Members to adhere to a strict intellectual property protection clause.
As part of our Membership, we grant you a worldwide, non-exclusive, royalty-free, revocable license to:
access all Membership content and associated intellectual property in accordance with these terms, and
copy and store the online content in your device's cache memory for personal and non-commercial use.
We don’t grant you any other rights whatsoever in relation to any Membership content. Specifically, you are prohibited from:
re-using the Membership content for commercial use; and
sharing the content with any other person (including by sharing access details), whether or not for commercial purposes.
We can revoke the license given by this clause immediately and without notice if you use our content other than strictly in accordance with this license.
This license is revoked automatically on cancellation of your Membership or termination of this agreement becoming effective.
DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY
General Content Disclaimer
All Membership content (including any information, recommendations, resources, instruction or assistance we give you) is provided for educational and entertainment purposes only. Where we have developed the content, we have done so by applying our knowledge, experience, study, training, professional qualifications and/or accreditations and believing it to be accurate and up-to-date at the time, but we don’t give any warranty of accuracy, appropriateness or reliability. We make the Membership content available to you, however it is up to you to decide if, how and when to apply anything you learn to your own circumstances and/or clients.
Any recommendations or instructions given are general in nature and are not intended to constitute or substitute for professional or medical advice. You should seek appropriate professional advice suitable for your personal circumstances if necessary.
Member Content Disclaimer
As our Membership involves member interaction and contributions, other members may contribute content (such as text, videos or links to external resources) from time to time. You understand and acknowledge that we do not endorse, approve or verify member-contributed content and you should not rely on the content in any way.
We won’t accept any liability or responsibility (including liability for negligence) for any loss suffered because of your or any other person’s reliance on content accessed via our Membership, unless otherwise required by law.
Exclusion of Warranties and Guarantees
We make the Membership available to you, however you use the Membership (including all content and interactive features) at your own risk. Everything in the Membership is provided "as is" and "as available" – we don’t make any representations or warranties of any kind. We make no guarantees as to results or success which may be achieved as a result of participating in the Membership or engaging with Membership content.
Nothing in these terms excludes any right, guarantee or warranty you’re entitled to by law, including any guarantee that cannot be excluded under the Australian Consumer Law, which forms Schedule 2 to the Competition and Consumer Act 2010 (Cth) (ACL), however we do exclude all other guarantees, conditions and warranties to the maximum extent permitted by law.
Limitation of Liability
Our liability to you arising out of these terms and conditions or the Membership will be limited to the maximum extent permitted by law and as set out in this clause.
To the maximum extent permitted by law, we exclude all liability to you, however arising (except for liability arising out of our failure to comply with a consumer guarantee set out in Part 3-2 of the ACL, where applicable), including by negligence.
If we are liable to you for a failure to comply with a consumer guarantee set out in Part 3-2 of the ACL and the Membership inclusions are not of a kind ordinarily acquired for personal, domestic or household use or consumption, our liability to you for that failure is limited under section 64A of the ACL to (at our option) providing the goods or services again or the cost of providing the goods or services again.
We won’t be liable for any consequential loss or damage or other indirect loss or damage including loss of business profits or reputational damage, except where we are unable to limit or exclude such loss under the ACL (for example, if we are unable to exclude or limit liability for consequential loss arising out of a breach of an applicable consumer guarantee).
If we are not otherwise able to exclude or limit our liability to you as set out above, then our liability to you (except for liability arising out of our failure to comply with a consumer guarantee set out in Part 3-2 of the ACL, if applicable) will be limited to the amounts paid by you to us for access to the Membership in the 12-months prior to the claim event occurring.
We may make variations to these terms and conditions at any time by updating this document and giving notice to you in writing. The variations will take effect 5 days after the date of posting, unless otherwise specified in the notice. Your continued access and use of the Membership will indicate your acceptance of the variations.
This agreement will commence once your order is confirmed by us and will last for the Membership period as set out in your Membership inclusions.
This agreement will commence once your order is confirmed by us, will last for the Membership period as set out in your Membership inclusions and will automatically renew for an equal term on the 12-month anniversary. Your membership fees for the new term will be those listed on our website at the time of renewal, or as otherwise notified to you by email at least 14 days prior to the renewal date. If you do not wish to renew your Membership, you can opt out prior to renewal by giving us 14 day’s notice in writing to firstname.lastname@example.org.
If a minimum term or minimum commitment is specified in the Membership inclusions, then you cannot cancel your Membership, transfer your Membership, change your Membership level or terminate this agreement with us without cause prior to the expiration of the minimum term.
You can cancel your membership with us by giving us at least 14 days written notice prior to the next payment date for your membership. Notice can only be given by emailing us at email@example.com. If we do not receive your cancellation request with sufficient notice, you agree that your usual membership fee will be charged on the ordinary payment due date and the cancellation request will be processed in time for the following payment due date. You will continue to have access to the Membership inclusions during the notice period and access will be revoked on the date that the notice becomes effective.
This agreement is personal to you and we do not permit transfers to other persons. You are not permitted to assign your rights and obligations under this agreement to any other person.]
ENDING THIS AGREEMENT
Termination by us for your breach
We may terminate this Agreement on written notice if you commit a material breach of these terms and conditions and:
it is not possible to rectify the breach; or
you fail to remedy the breach within 14 days of us requiring you to remedy in writing.
For the purposes of this clause, a material breach includes (but is not limited to):
you failing to make a payment as provided in these terms and conditions;
you infringing our intellectual property rights; and
you breaching (or threatening to breach) any of the Conduct, Confidentiality or Intellectual Property Licence clauses of this agreement.
We will not provide any refund, credit or other compensation if we terminate this agreement due to your breach.
Termination by us for convenience
We may terminate this Agreement at any time in our sole discretion, without liability, on 30 day written notice to you.
Termination by you for convenience
You may terminate this Agreement by cancelling your Membership in accordance with the Cancellation Procedure section of these terms and conditions.
Termination due to Event of Default
We may terminate this Agreement immediately, by giving notice in writing to you if there is an Event of Default.
For the purposes of this clause, Event of Default means the occurrence of any of the following events:
your being declared a bankrupt;
an order being made for you to be wound up in insolvency.
Consequences of Termination
All disclaimers, exclusions and limitations of liability will survive termination. Any accrued rights or remedies to which either party is entitled will not be affected.
DEALING WITH ISSUES
Blackwood River Arts Trail Inc. will not be liable for any loss caused by any failure to observe these terms and conditions, where such failure is occasioned by causes beyond its reasonable control including, but not limited to, by fire, flood, other extreme weather event or natural disaster, riot, strike, act of war, terrorist attack, nuclear event, pandemic, epidemic, widespread contagion, quarantine restriction, critical infrastructure failure, severe disruption to virtual infrastructure, restriction or prohibition or any other action by any government or semi government authority, or major injury or illness of key personnel.
If a dispute arises between the parties, the party claiming the dispute must not commence any court or arbitration proceedings (except where they seek urgent interlocutory relief), unless they have first complied with this clause.
The party claiming the dispute must first inform the other party in writing of the following:
the nature of the dispute;
the outcome they desire to resolve the dispute, and
the action they believe will settle the dispute.
On receipt of the notice by the other party, both parties will make every effort to resolve the dispute by mutual negotiation within 30 days.
If the parties are unable to resolve the dispute in that time, the parties must agree on selection of a mediator (if the parties are unable to agree, they agree to request that the President of the Law Society of Western Australia appoint a mediator). The parties agree to participate in virtual mediation unless virtual mediation is not available or it is impracticable or unreasonable for a party to attend virtually, in which case the mediation must be held in the capital city of Western Australia, unless otherwise agreed between the parties in writing. The parties will be equally liable for the fees and reasonable expenses of the mediator and the cost of the venue of the mediation (if applicable), to be paid in advance. The parties must each pay their own costs associated with attending the mediation.
All communications made by the parties arising out of this dispute resolution clause are confidential and to the maximum extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.
This clause survives termination of this Agreement.
Sub-contracting and Assignment
We may license, sub-contract, transfer or assign all or any part of our rights and obligations under this agreement without your consent.
A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right. The exercise of a power or right does not preclude its future exercise or the exercise of any other power or right.
As we’re based in Western Australia, these conditions will be governed by the laws of Western Australia. If we do end up in court, you agree that the non-exclusive venue for resolving any dispute will be in the courts of Western Australia.
If any part of these terms and conditions is found to be void or unenforceable by a court of competent jurisdiction, that part will be severed, and the rest of the agreement will remain in force.
The contents of this Agreement constitute the entire agreement between the parties and supersede any prior negotiations, representations, understandings or arrangements made between the parties regarding the subject matter of this Agreement, whether orally or in writing.