Terms and Conditions for Organisations

Terms and Conditions for Organisations

1. Introduction

a) Majestri.com.au (and the associated websites: majestri.com, websites with the URL pattern myclub.majestri.com.au and any URL connected to any of these URLs) (“Site”) is operated by Majestri Pty Ltd (ACN 67 149 057 956) (“Company”).

b) Any reference to “you” in these terms and conditions (“Conditions”) is a reference to:

i. you, the end user, as an individual in your personal capacity; and

ii. to the fullest extent possible, the organisation (which may be a company or other legal entity) that you are acting on behalf of (“Organisation”).

c) Any reference to “we”, “our” or “us” refers to the Company.

d) These Conditions supplement the Terms and Conditions of Use found at Terms & Conditions (“Terms”), which will be binding upon you, the Organisation and the Company in conjunction with the agreements arising under these Conditions (“Agreement”). To the extent of any inconsistency with the Terms, these Conditions will take precedence.

e) By ticking the box “I agree” in association with these Conditions, you:

i. agree that you have read and understood the Conditions and the Terms;

ii. warrant separately, and in your personal capacity, that you currently have the authority to create a contractually binding relationship between the Organisation and the Company under the Conditions;

iii. consent to using electronic signatures and execution in your personal capacity and on behalf of the Company, and acknowledge that ticking the box “I agree” constitutes effective execution;

iv. agree and are bound by the Conditions in your personal capacity; and

v. agree to these Conditions on behalf of the Organisation, such that they will form an Agreement between the Organisation and the Company.

f) The Company will offer certain services to Organisations that enter into Agreements with the Company. The services provide certain functionality to an Organisation to deal with its members (“Members”) in the following ways:

i. to sell and administer Member subscriptions and other analogous payments (“Subscriptions”);

ii. to sell products associated with the Organisation and its activities to Members (“Products”); and

iii. to communicate with Members through pages on the Site that are customised for the Organisation (“Organisation Pages”),

(the access and use of which is together called the “Services”).

2. Term and Agreement

a) The Agreement operates on a month-to-month basis commencing when you enter the Agreement until determined by any party in accordance with the terms of the Agreement.

b) We may change these Conditions at our sole discretion by providing a period of notice to you that we determine to be reasonable. You agree not to use the Services if you do not agree to the changes.

c) Nothing in the Agreement shall obligate us to provide any Services to you, and we reserve the right to cease offering the Services without notice.

3. Eligibility

To be eligible to use the Services you must:

a) be 18 years of age or older;

b) not currently be restricted from the Services, or otherwise prohibited from having an account on the Site;

c) not be associated with a competitor of the Company and not use the Services for reasons that are in competition with the Company;

d) not be subject to any serious claims for misconduct or professional negligence;

e) not be insolvent and/or bankrupt; and

f) be of good standing and reputation.

4. Agency Relationship

a) By agreeing to the Conditions, you appoint the Company as your agent for the sole purposes specified in these Conditions.

b) As your agent, the Company will facilitate and collect payments to the Organisation by Members for Subscriptions and Products by:

i. collecting the payments; and

ii. disbursing them to the Organisation,

in accordance with these Conditions.

c) No Agreement arising from these Conditions will create a partnership, joint venture or contract of employment between the parties.

d) You are liable for and indemnify the Company against all liability, loss and cost (including legal costs and expenses on an indemnity basis) arising from or incurred in connection with:

i. any damage arising out of any act or omission of the Company;

ii. any bodily injury to any person (including death) arising out of any act or omission of the Company;

iii. a breach of confidence caused by the Company;

iv. negligent, fraudulent or wilful misconduct (whether by act or omission) or dishonest conduct by the Company in relation to this Agreement or the Company’s obligations under it;

v. any breach of the law by the Company including section 52 of the Trade Practices Act 1974 (Cth); and

vi. conduct by the Company which is outside the scope of its authority under this Agreement, to the extent permitted by law.

e) Each indemnity in clause 4(d) is a continuing obligation, separate and independent from the other obligations of the parties, and survives termination, completion or expiration of any Agreement arising under these Conditions.

5. Fees and Disbursements

a) In respect of the Services, you will be charged the sum of:

i. the fees for Services as set out in the table at clause 5(f) below entitled “Table of Fees” (“Fees”); and

ii. the cost of processing the payment of Fees as set out in the table at clause 5(g) below entitled “Table of Processing Costs” (“Processing Costs”), as amended from time to time at the Company’s sole discretion.

b) The Company will disburse the funds collected from payments for Subscriptions and Products by Members each week on a day of its choosing after subtracting any Fees and Processing Costs due.

c) You agree that the Company has the right to debit any Fees and Processing Costs owing by an Organisation from any funds held as agent by the Company at any time for you.

d) You agree that it is your sole responsibility to maintain accurate details in respect of the bank account with which you receive payments from us. You will be liable for any extra Processing Costs that result from you providing incorrect payment details.

e) All the percentages and amounts set out in this section are inclusive of GST.

f) Current Table of Fees

Monthly subscription for fair usage of system tools
$49.00 per site per month

Each SMS (to be purchased on bulk in advance of use as “credits” (“SMS Credit”))
$0.099 per SMS

g) Table of Processing Costs

Payment Method:
1. Credit Card

Processing Cost :
3.3% of the transaction amount

Payment Method
BPay

Processing Cost :
3.3% of the transaction amount

6. Relationship Between You, the Site and Other Members

You agree and acknowledge that:

a) your use of the Services does not amount to the provision of professional or other advice by us;

b) the Company is merely your agent for the sole purposes set out in these Conditions and is not affiliated in any other way with you;

c) the Company is in no way liable or responsible for the quality of any content, services or goods, given or offered through the Site by you, and makes no warranty in relation to any content, services or goods provided by you on the Site;

d) the Company obtains details about you, and we do not warrant or guarantee that your details, as shown on the Site, are true and correct;

e) you are required to update and keep accurate all information about you, including information in your profile; and

f) while using the Services you agree not to engage in any improper, indecent or offensive behaviour.

7. Sale of Products

a) You agree to sell Products to Members in accordance with the Terms.

b) All Product prices displayed will be inclusive of GST and in Australian dollars.

c) After shipping a Product to a Member, you agree to update the electronic record in respect of the Product order as [“filled”].

d) If the electronic record in respect of an order is not updated to [“filled”] within 5 days of the date of the order, we will have the right to refund the Member and charge you for the Processing Costs in association with the refund, regardless of whether or not you have sent the order to the Member. We will not refund the Fees that we charged in the original transaction.

8. Organisation Pages

a) During the creation of the Organisation Page, you will be solely responsible for the creation of:

i. the content;

ii. the logo; and

iii. colour specifications;

for your Organisation Page.

b) No Organisation Page will have more than ten (10) email addresses associated with it.

c) The Company reserves the right to restrict the Services where there is excessive usage of storage space or data transfer by the Organisation Page, the determination of which will be at the sole discretion of the Company.

9. Content & Publication

a) Certain content is uploaded to the Site by Organisations (“Organisation Content”) and is made available on the Organisation Pages for public viewing.

b) You will be responsible for ensuring the compliance of the Members using your Organisation Pages with the Terms. Your responsibility in this respect does not prevent us from makes changes to your Organisation Pages in accordance with the Terms.

c) In respect of any Organisation Content that you send from, distribute on or post to the Site, you warrant that it is:

i. accurate (to the best of your knowledge);

ii. lawful;

iii. compliant with the Agreement;

iv. virus free; and

v. not false, defamatory, misleading or otherwise deceptive in any way.

d) You also warrant that you shall not upload or post any content or document that infringes any copyright, trademark or other intellectual property rights of any other entity.

e) If we have reason to believe your information or documents infringe these Conditions, we may suspend and/or terminate your membership or remove the Organisation Page.

f) You are liable for and indemnify us against all liabilities, losses, costs and expenses arising from or incurred in connection with your breach of any warranties contained in the terms of the Agreement.

g) You acknowledge that we make no warranties as to the accuracy of any content that is sent, distributed or posted by Organisations and accept no liability for errors & omissions in general. Subject to our Privacy Policy, we reserve the right to remove, amend, edit or in any other way change any content or post by any Organisation at our absolute discretion.

10. Privacy

a) You must not post pictures that clearly identify individuals without the consent of that individual, or if the individual is a minor, the consent of the minor’s guardian.

b) If an individual requests that you remove a picture that clearly identifies them from your Organisation Page, you must comply immediately.

11. Data and Account

a) You will be solely responsible for the migration of any data to the Services. Any services provided by the Company in respect of data migration will be contracted for between you and the Company separately.

b) You will refrain from selling, trading, or otherwise transferring your Organisation account to another party. You will not charge anyone for access to any portion of the Site, or any information contained on the Site.

c) You are solely responsible for anything that happens through your Organisation account until you close down your account and / or cease to be an Organisation.

d) You will keep your Account access credentials secret, and not notify any other person of them, even if that other person is affiliated with your Organisation.

12. Limitation of Liability and Indemnity

a) You acknowledge that we are not responsible for your conduct or activities on the Site, or as part of your Organisation’s activities, or otherwise.

b) In no circumstances will we be liable for any direct, incidental, consequential or indirect damages, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings, loss arising from utilising techniques contained within the Services, or any other loss resulting from the your access to, or use of, or inability to use the Site or any Services, the disclosure of information as a result of your membership settings (or errors or malicious code in our system), or in any way relating to a professional service, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not we knew or should have known of the possibility of such damage.

c) Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, the Company and its related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, our liability for breach of any implied warranty or condition that cannot be excluded is restricted, at our option to:

i. the re-supply of services or payment of the cost of re-supply of services; or

ii. the value of the services.

d) You agree that any taxation payable with respect to a transaction made via the Site between us, users of the Site, you or other Organisations is the sole responsibility of the parties to the transaction and we accept no liability or responsibility for taxation matters in that regard, and you indemnify us in that regard.

13. Indemnities

a) You fully indemnify us for any losses, expenses or damages suffered as a result of any claim made against us in relation to:

i. disclosure of your information or documents on the Site;

ii. your conduct in connection with the Site;

iii. your provision of services through or connected to the Site;

iv. the sale of goods through or connected to the Site;

v. the conduct of your staff, partners, contractors or other representatives with respect to the Site and Services; and

vi. any damages arising, whether directly or indirectly from your use of the Site, to the extent permitted by law.

b) You agree to pay our legal costs and outlays (on an indemnity basis) in relation to responding to a claim made against us in relation to the items in clause 13(a), even where that claim is directed to you but a response is required by us.

14. Ending this Agreement

a) Either party may end the Agreement by giving the other party written notice, which becomes effective at the completion of the then current billing cycle, unless grounds for immediate termination exist.

b) We may end your access to the Site at our absolute discretion.

c) Where you are in material breach of the Agreement and there exists reasonable grounds for immediate termination, we may do so and not provide any refund or credit to you.

15. Notices

a) You can direct notices, enquiries, complaints and all other correspondence to us at:

info@majestri.com.au

b) We will notify you of any change of details from time-to-time.

c) We will send you notices and other correspondence to the email address you submit to the Site or to us. It is your responsibility to update your contact details as they change.

d) Email is effective notice under the Agreement.

16. General

a) We may assign and/or novate all of our rights, obligations and benefits under the Agreement to a third party on written notice to you. You must if required execute (including online) any agreement, deed or other document to give full effect to any assignment of the Agreement to a third party. Only if required, and only to the extent permitted by law, the assignment contemplated by this clause may be effected on notice by us and by you subsequently accessing and using the Services.

b) We may change these Terms at our sole discretion by providing you with a period of notice that we determine to be reasonable. By continuing to use the Site after a change to these Terms, you agree to be bound by the Terms as changed.

c) Nothing in the Agreement shall be deemed to form a relationship between the Organisation and Company of joint venture, partnership, employment or other association in any way other than parties to the Agreement.

d) The Agreement shall be governed by and construed in accordance with the law of Queensland and each of the parties hereby submits to this non-exclusive jurisdiction.

e) Any provision of the Agreement, which is invalid or unenforceable in any jurisdiction, is as to that jurisdiction ineffective to the extent of the invalidity or unenforceability without affecting the remaining provisions of the Agreement or affecting the validity or enforceability of that provision in any other jurisdiction. The parties will negotiate in good faith to replace any such provision with a provision which is valid and enforceable and consistent with the intention of the Agreement, so far as reasonably practicable.

f) The termination of the Agreement does not affect the parties’ rights in respect of periods before the termination of the Agreement.