This MEMBERSHIP AGREEMENT is entered in to on the date of signing the form by Buy4Tradies, of 17/3 Vuko Place Warriewood NSW 2102, ACN 649 036 215 (‘B4T, us, we, our”) & the Member as defined in the form (“member, you, your”). This agreement is related to your participation in our Membership Program, known as “B4T”. By signing the application form attached, you are confirming your acceptance of the terms and conditions of this agreement. 

DEFINITIONS 

Agreement means the membership agreement between the B4T and the Member including these terms and conditions and as amended in writing from time to time.

Application means the forms and agreements provided by B4T and or B4T Supplier Partners to approve membership and accounts and subsequent Partner Program offers, as set out in this Agreement or varied by us from time to time.  

Data means any data, including personal data, relating to a Member or its employees or contractors and which is embodied in any electronic or tangible medium, and: (a) which is made available by you to us; or

(b) which we are required to generate, collect, process, archive, store and/or transmit under this agreement.

End User means a Customer’s Personnel who uses the Services.

Intellectual Property means includes but is not limited to copyrights, patents, trademarks, processes, confidential know-how, registered designs, operation manuals, equipment, advertising and promotional materials or other like rights of which any party is the author, proprietor, owner or licensee.

Membership Program means membership of B4T and obtaining the benefits granted under this Agreement or otherwise.

Program Offers means the contracted deals, pricing or benefits offered to B4T Members within or connected to the Membership.

Program Material means all advertising and promotional materials provided by Program Provider to the Member.

Supplier Partner means a supplier to Members who Buy4Tradies has negotiated a Supplier Partner Program with.

Supplier Partner Program means the goods or services offer contained within the B4T membership that the B4T Members purchase through to gain preferential pricing, access to deal, services or otherwise use to benefit the B4T Members.  

1. THE MEMBERSHIP 

1.  By completing and providing an Application to us, you agree to be bound by the terms of this Agreement, should your Application be accepted by us. Upon our confirming your membership, Buy4Tradies and you will have the benefit of and be bound by the rights and obligations contained within this Agrement.

2. You acknowledge that approval by us to become a member does not guarantee account application approval from any or all of our Supplier Partners and entry into their program offers. As part of the B4T member onboarding process, all members must also obtain direct account application approval from our Supplier Partners before being able to use Partner Program offers.

2. MEMBERSHIP TERMS 

1.    You acknowledge and agree that, provided we inform you of any such variations, we may vary the terms of Agreement from time to time. 

2.     You acknowledge that your performance under a Supplier Partner Program will be used to evaluate and verify compliance with this Agreement and may result in performance reviews and actions in accordance with this Agreement.  

3.     You acknowledge and agree that the information, concepts, and recommendations provided by us, to you, are general and not to be relied upon as professional or financial advice, or other advice. We make no representations or warranties about the results to be obtained from participation in the Memberhip Program, or as a result of using our services.  

4.     B4T Member Account Performance All B4T members must sign an account application form with our Supplier Partners to establish the buying contract with our Supplier Partners. As part of B4T supplier management and account review framework, we review account performance to ensure both Member and Supplier Partners are operating in accordance with this agreement and the direct account terms and conditions. Key areas of focus for Supplier Partners are performance reviews on the Supplier Partner Program. For you, B4T account managers will review the following key areas of performance:  

a.     Adherence to payment terms with Supplier Partners.  

b.     Spend loyalty with the Supplier Partner Program offers specific to the Members business needs.  

c.      Processing of account payments through agreed payment methods in order to obtain Supplier Partner Program Offers.

5.     You acknowledge that you may not distribute or reproduce any materials to anybody who is not an employee or contractor of your company. You agree not to sell or otherwise commercialise the Program Materials. 

6.     You will during and after the Term of this Agreement keep confidential and not use (other than to comply with this Agreement on a need-to-know basis) and will take reasonable steps to ensure that your employees, agents and contractors also keep confidential and not use any confidential information regarding the Membership Program or a Supplier Partner Program or a Supplier and including, without limitation, the Suppliers’ pricing, a Supplier or B4T’s business affairs, marketing strategies and cardholder information (Confidential Information). The Supplier and B4T may use any information provided by you for its own purposes or promotional, benchmarking, sales or other purposes.

7.     You authorise B4T (and its Supplier Partners) to monitor activity on your Supplier Partner Account to determine when you have made a qualifying transaction.

3. MEMBERSHIP TERM AND TERMINATION  

1.     If you breach these terms, B4T may suspend with immediate effect your B4T membership and your participation in the Membership Program and terminate these terms and the associated benefits by giving you notice that you have breached these terms.

2.     Unless otherwise notified, your membership will be automatically renewed and will continue until it is cancelled.

3.     You may terminate your B4T membership for any reason by notifying us 60 days in advance of the day you wish to terminate. Your ongoing membership benefits will cease at the end of the notice period.

4.     You agree that B4T may, at any time, in its absolute discretion vary, suspend or terminate the conduct of the Program or any part of the Program for any reason whatsoever. Any liability that arises out of, or in connection with such variation, suspension or termination is expressly excluded. 

4. OUR OBLIGATIONS 

1. B4T will set up, on board, operationalise and manage Supplier Partners Program and will provide the Member all support necessary to make use of and benefit from Supplier Partner Program.  

2. B4T will: 

a. operate all systems necessary to support the Member and its accounts. 

b. provide the Member with relevant transaction reports as requested.

c. manage the Supplier Partner Program subject to the terms of this Agreement. 

d. provide the Member support and reasonable assistance when requested via [email protected]    

5. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS 

1.     B4T owns the rights to any Intellectual Property in the Member Program and all the Program Material. You must not claim a right in any Intellectual Property in the Member Program and the Program Material. Nothing in this Agreement has the effect of assigning any Intellectual Property to you.

2.     You hereby grant us a non-exclusive, royalty-free, irrevocable licence to any Data and which we may use for any purpose, provided we comply with any statutory privacy obligations.

3.     You are not authorised to copy, modify, reproduce, in any format, license, publish, distribute, upload, broadcast, sell, transfer, or otherwise deal with the Program or Program Materials except in accordance with the terms of this agreement.  

6. LIABILITY AND INDEMNITY 

1.     To the extent that is permitted by law, we will not be liable for any special, indirect, or consequential loss or damage (including personal injury), loss of profit or opportunity arising out of or in connection with your membership, whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.  

2.     You are responsible for payment of all accounts, fees and other monies payable to your Supplier.

3.     You agree to defend, indemnify and hold us, our subsidiaries, affiliates, licensors, employees, agents and independent contractors, harmless from any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable legal fees) arising, directly or indirectly, or out of related to any claims, including negligence, made by third parties against us, and brought about by, or resulting from, any wrongdoing, wilful misconduct, or negligence on your part including any matters arising between you and your supplier.    

7. GOVERNING LAW AND JURISDICTION

1. This Agreement will be governed by and be construed in accordance with the laws of NSW, Australia, and the parties agree to submit to the non-exclusive jurisdiction of the courts of that jurisdiction.   

8. SEVERABILITY

1.     If any provision of this Agreement should be held to be invalid in any way or unenforceable it shall be severed, and the remaining provisions shall not in any way be affected or impaired and this Agreement shall be construed so as to most nearly give effect to the intent of the parties as it was originally executed. 

9. GENERAL

1.     Each party must comply at its own cost with all applicable laws.

2.     No party has any authority to bind the other legally or equitably except as expressly stated in this Agreement.

3.     Neither party has any liability under or may be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party, including a pandemic or epidemic. That party must promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so.

4.     This Agreement constitutes the entire Agreement of the parties in respect of the subject matter of this Agreement and supersedes all prior discussions, undertakings and Agreements.

5.     Each party must, at its own expense, do everything reasonably necessary to give effect to this Agreement and the transactions contemplated by it, including the execution of documents.

6.     A notice or other communication required or permitted under this Agreement to be served on a person must be in writing and may be served personally on the person, by leaving it at the person's current address for service, by posting it by prepaid post addressed to that person at the person's current address for service or sent via email at the recipient party's email address set out in the Summary or such other email address as the recipient party may have last notified each other party in writing.

7.     A notice is deemed to be received:

1.     if sent by hand delivery, at the time of delivery if on a Business Day at or before 5:30 pm, otherwise on the next Business Day;

2.     if sent by pre-paid post, on the fifth Business Day after the date of posting; or

3.     if sent by email, at the time of sending if on a Business Day at or before 5:30 pm, otherwise on the next Business Day, provided that the sender does not receive a subsequent 'Out of Office' reply or similar response or a system administrator message stating that the email did not reach its intended recipient.