Terms & Conditions

Yarra Valley Business – terms & conditions of membership

  1. Application

These terms and conditions of membership (terms) are between Yarra Valley Business (YVB) and the member. These terms apply to every membership with YVB. These terms prevail over any written terms and conditions of the member (if any). The member’s payment of the membership fee and attendance of membership benefits constitutes full acceptance of the member to the terms.

  1. Interpretation

In these terms: (a) membership benefits means YVB functions and events; documents including newsletters, industry insight information; offers and discounts; and any other products and services as offered from time to time.

  1. Period of membership

(a) Membership is activated when YVB receives the member’s completed application form and payment and will expire on the following 30th June.

(b) membership is renewable on the 1st July of the subsequent year.

  1. Membership fee

(a) To be a member of YVB, the member must pay to YVB an annual membership fee (membership fee).

(b) Changes to membership fees will only be made at annual general meeting and will generally apply for the following renewal of your membership.

  1. Payment of membership fee annual payment in advance

(a) All membership fees must be paid annually in advance.

(b) An invoice will be sent to the member before their membership renewal date which is payable prior to the member’s renewal date.

(c) Membership may be suspended or terminated if the member’s payment is not received within thirty (30) days of the membership renewal date. In this circumstance.

(d) Payment can be made via electronic funds transfer, cheque or credit card.

(e) Membership benefits will not be delivered to or allowed for the member until payment or evidence of payment has been received by YVB.

(f) YVB reserves the right to restrict access to membership benefits until payment has been cleared.

  1. GST

YVB is not registered for GST so GST will not apply to membership fees.

  1. Provision of information

(a) Where requested by YVB, the member must provide to YVB all information required in order to complete registration of the member with YVB. Any personal information will be kept, stored and used according to the privacy act 1988 (cth).

(b) The member warrants that all information and any other materials provided to YVB is accurate and up-to-date, and YVB may rely on this information in carrying out the delivery of its membership benefits.

  1. Ownership of intellectual property

(a) Subject to any additional terms or special conditions provided by YVB from time to time, YVB grants the member a non-exclusive, non-transferable, limited licence to use and display YVB’s logo from time to time made available to the member for the purposes only of advertising to its clients and the public that it is a member of YVB.

(b) All rights, title and interest (including all copyrights and other intellectual property rights) in the logo (in all forms) belong to YVB. The member does not acquire any ownership or copyright nor other intellectual property rights or proprietary interest in the logo. The member acknowledges that it does not have the right or permissions to sub-licence or on sell the logo to any other party.

  1. Termination of membership

(a) The member may terminate their membership by giving 30 days’ written notice to YVB.

(b) YVB reserves the right to terminate the member’s membership if the member breaches these terms, or refuses to/does not pay their membership fee.

(c) The licence granted under clause 8 (a) is revoked on termination of the membership.

  1. Liability

(a) nothing in these terms limit, exclude or modify or purports to limit, exclude or modify the statutory consumer guarantees as provided under the competition and consumer act 2010 (cth), as well as any other implied warranties which are precluded from exclusion or modification and this clause is only intended to limit YVB’s liability where the law allows.

(b) where permitted by law:

(i) YVB will not be liable for any loss, injury, claim, liability or damage of any kind resulting in any way from:

  1. The unavailability or interruption to the supply of membership benefits;
  2. The member’s use or misuse of the membership benefits;

iii. The content of any documents provided to the member, including newsletters, advice, industry insights;

  1. Any delay or failure in performance beyond the reasonable control of YVB (or its affiliates, and any officer, employee, subcontractor, agent, successor, or assignee of YVB or its affiliates; and each third party supplier of materials and their affiliates and any officer, director, employee, subcontractor, agent, successor, or assignee);
  2. Any negligence of YVB (or its affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of YVB or its affiliates; and each third party supplier of materials and their affiliates and any officer, director, employee, subcontractor, agent, successor, or assign) within the performance of its obligations under these terms.

(ii) YVB (including its related entities, respective officers, employees and agents) excludes all liability (including negligence), for any personal injury or any loss or damage (including loss of opportunity); whether direct, indirect, special or consequential, arising in any way out of the membership and without limiting the generality of the foregoing.

(iii) YVB is not subject to, and the member releases YVB from, any liability (including but not limited to consequential loss or damage) because of, inter alia: any delay in delivery or fault or defect in the work; negligent act or omission.

(iv) YVB will not be liable for any loss or damage to the member or any other party including loss of income.

(v) YVB’s liability to the member for loss or damage of any kind (including loss or damage caused by negligence) is reduced to the extent that the member caused or contributed to that loss or damage.

  1. Dispute resolution

(a) The member must notify YVB of any disputes by email.

(b) In the event of a dispute arising out of these terms or relating to the membership, both parties must exercise reasonable endeavours to resolve the dispute including by way of mediation where appropriate.

  1. Breach or default event

(a) If the member is in breach of any of these terms, the member agrees that it will be responsible for all of the expenses incurred by YVB in enforcing its rights including recovering monies owed.

(b) if a default event occurs YVB may withhold further provision of membership benefits, and all amounts outstanding to YVB by the member, even if not otherwise due for payment, will become immediately payable.

(c) A default event will occur if:

(i) In the sole opinion of YVB, there is a material risk that the member is, or will be, unable to pay amounts owing to YVB or perform any other obligation under these terms and YVB gives notice in writing to the member of its opinion

(ii) the member defaults in paying any sums due to YVB;

(iii) the member is an individual and becomes insolvent, bankrupt, commits any act of bankruptcy, compounds with or enters into any compromise or arrangement with its creditors;

(iv) the member is a company and has a provisional liquidator, liquidator, receiver, receiver and manager or official manager, trustee for creditors or in bankruptcy, voluntary administrator or analogous person appointed to it or its property;

(v) the member has judgment entered against it in any court and YVB gives notice in writing to the member that, in its sole discretion, YVB considers it to be a default event; or

(vi) a secured creditor seizes or takes possession of any collateral in the possession of the member and YVB gives notice in writing to the member that, in its sole discretion, YVB considers it to be a default event.

  1. Force majeure YVB shall not be in default or be liable for failure to observe or perform in accordance with these terms for any reason or cause which is outside of the reasonable control of YVB, including without limitation, war, insurrection, riot, civil commotion, strikes, lockouts, industrial disputes, acts of god, act of governments, flood, storm, tempest, power shortages or power failure, or an inability to obtain sufficient labour, raw materials, fuel or utilities.
  1. Amendment

These terms may be changed, amended or altered in part, or in full, without warning by YVB. It is the responsibility of the member, and his/her staff, to read and understand these terms.

  1. Miscellaneous

(a) The member must not assign any rights or benefits under these terms unless it has obtained the prior written consent of YVB, with such consent at the absolute discretion of YVB.

(b) All communications from the member to YVB must be made in writing, including correspondence by email.

(c) YVB is entitled to rely on orders made by any employee, agent or contractor of the member. Such orders shall be deemed to have been made with the authority of the member and will be binding.

(d) YVB reserves the right to correct any errors or omissions of any kind in its offers, quotations, order confirmations or invoices, and the correction will be binding on YVB and the member.

(e) These terms are governed by the laws of Victoria, Australia and each party irrevocably submits to the non-exclusive jurisdiction of the courts of Victoria.

(f) If any of these terms are determined invalid, unlawful or unenforceable in whole or in part, such term shall be severed and the remaining terms shall continue to operate to the fullest extent permitted by law.

(g) These terms and any alterations made in writing by YVB constitute the entire agreement between the parties in relation to the supply of the membership benefits, and supersedes all previous agreements or understandings between the parties including any inconsistent terms in previous terms.