1. Definitions

a. Agreement means the agreement between the Member and the AJPA including these T&Cs, in addition to the Membership Application submitted by the Member to the AJPA.

AJPA means the Australian Jigsaw Puzzle Association Inc (ABN 39 590 176 886).

Appendix means the appendix to these Terms and Conditions.

Benefits means the benefits the Member is entitled to as a member of the AJPA, and may include, at the AJPA’s sole discretion, discounts on tickets, presale access, retail discounts, notifications about community competitions and entry into competitions for prizes.

Business Day means any day on which banks are open for business in Australia excluding Saturdays, Sundays and public holidays.

Commencement Date means the date the Member has become a Member by submitting payment of the Fees.

Confidential Information means any information that one party clearly indicates to the other party must be treated and safeguarded as confidential, at the time of disclosure, but does not include information that, at that time: (a) is already in the public domain, or (b) that the receiving party has received from a third party, without breaching any confidentiality obligation, or (c) that the receiving party can show it had already invented independently.

Event includes a meeting, function, networking opportunity, presentation, meal, or other gathering or event organized, staged or managed by the AJPA, whether alone or in conjunction with other persons or entities, and includes both physical gatherings and online ones.

Fees include the mean the fees payable by the Member to the AJPA under these terms as per the Appendix, including the Membership Fees.

GST means the goods and services tax of the Commonwealth of Australia.

GST Law includes all laws governing the imposition, collection and administration of GST, in particular A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Initial Term means the means a period which commences on the Commencement Date and ends on 31 December of that same year.

Intellectual Property Rights means all existing and future intellectual property rights of whatever nature anywhere in the world recognised by the laws of Australia including, but not limited to, rights in respect of or in connection with copyright, inventions (including patents), trademarks, service marks, trade names, designs, proprietary information, trade secrets and know-how, and other similar industrial, commercial and intellectual property rights, whether registered or not, and including all proximate and neighbouring rights, including goodwill and the right to apply for the registration or assignment of any such rights.

Laws include all laws from whatever source, including: rules of common law; principles of equity; statutes; regulations; proclamations; ordinances; council by-laws; mandatory codes of conduct; court orders, injunctions, judgments, and Australian generally accepted accounting principles.

Losses include all losses, liabilities, damages and claims, together with all related costs and expenses, including any and all reasonable legal fees and reasonable costs of investigation, litigation, settlement, judgment, appeal, interest and penalties.

Member means the person or entity who or that makes this Agreement with the AJPA by submitting a Membership Application to the AJPA which is subsequently accepted, and paying the Fees.

Membership means the contractual relationship between the AJPA and the Member governed by these T&Cs.

Membership Application means the application, in a form prescribed by the AJPA, which the Member submits, either online as a web form, or in hard copy, when applying for Membership.

Membership Fees means the membership fees paid by the Member for Membership with the AJPA.

Membership Term means the term of the Member’s Membership, including both the Initial Term and any Renewal Periods.

Pausing means where a Membership Term is paused.

Renewal Period means a further period of twelve (12) months after the expiration date of the then valid Term.

Term means the term of this Agreement as defined by clause 2.

Terms and Conditions or T&Cs means these terms and conditions.

Third Party Supplier means any third party engaged by the AJPA in connection with the provision of the Benefits.

Venue includes any venue or location where the AJPA provides the Benefits, and where any Event is held.

2. Formation and Term

This Agreement is formed when the Member submits the Membership Application, and the AJPA accepts the Membership Application and notifies the person of that acceptance.
The Agreement operates from the Commencement Date and will continue, unless otherwise terminated, to the end of the Initial Term. If the Member does not provide notice of their intention to end their Membership via either their online account or by emailing the AJPA prior to the expiration of the Initial Term, the Membership will renew for the Renewal Period. The Membership will continue to renew for the Renewal Period unless the Member provides notice of their intention to end their Membership via either their online account or by emailing the AJPA prior to the expiration of the then-current Term.
Where the Member wishes to terminate this Agreement after the renewal of the Membership as per clause 2(b), the AJPA may, at its sole discretion, terminate this Agreement and refund any Fees paid by the Member for the Renewal Period. When determining whether to terminate this Agreement and refund any Fees under this clause 2(c), the AJPA may consider the length of time between the renewal of the Membership and the notice received by the Member, and whether the Member has derived any Benefits (including discounts).
The AJPA may reject the Membership Application on any reasonable ground, provided that it refunds any Membership Fee which has been paid by the Member.
The Member must provide only accurate, complete and true information in its Membership Application.

3. Membership: Conditions and Renewal

The Member is entitled to receive the Benefits for the Term, subject to payment of the Fees and Membership Fees.
With respect to the duration and renewal of Membership:
- at the end of the Initial Term, and each subsequent Renewal Period, the Member’s Membership Term will renew automatically for a Renewal Period on a rolling basis unless the Member has provided written notice of its intention to end the Membership Term in line with clause 2(b);
- the AJPA may, in its sole discretion, suspend the automatic renewal process in clause3(b)(1) above by providing written notice to the Member before the end of the Member’s current Membership Term;
- the Member agrees to pay the Membership Fee for continuation of its Membership during any Renewal Period; and
- the Membership Term will have a minimum duration of 12 months, unless otherwise agreed by the AJPA in writing.
A description of the Benefits that applies to the Member will be provided by the AJPA at the time the Member initially applies for its Membership, or applies to renew its Membership, which must be consistent with these T&Cs, and which will specify, among other things:
- the types of Events that the Member is entitled to attend;
- what prohibitions, limitations and conditions apply to the Member;
- the Benefits that the Member is entitled to receive from the AJPA or from Third Party providers;
- any other rights or privileges that the Member is granted by AJPA as part of its Membership; and
- the description of the Benefits may be updated or varied by the AJPA in its reasonable discretion, provided that clause 4(d) will apply to any such changes.
The Member agrees that:
- it complies with and will continue to comply with all conditions, requirements and limitations that apply to its Membership;
- it will not provide access to the Benefits to any person or organisation who is not a member of the AJPA;
- it will only use any discount codes provided by the AJPA which relate to any Events to purchase its own tickets and not to purchase tickets for any third parties;
- despite any requests made by the Member to the contrary, the AJPA can use any personal information provided by the Member to the AJPA to contact the Member and provide any information which relates to the Member’s Membership; and
when attending Events, the Member will:
- behave courteously towards, and not compromise the health or safety of, AJPA personnel, other members’ representatives, Venue staff and operators, and members of the public; and
- comply with all reasonable directions given by the AJPA, including hygiene and safe distancing guidelines.

4. The AJPA’s obligations and rights

The AJPA agrees to provide to the Member the Benefits included in the Member’s Membership Plan, in accordance with these T&Cs.
The AJPA may suspend the Member’s Membership at any time if the Member has breached these T&Cs, in which case the Member will not be entitled to a refund of any Fees.
If, at any time during the Term, it becomes economically or organisationally unviable for the AJPA to continue providing any part of the Benefits, then it may do so, acting reasonably, provided that it provides reasonable notice of the change to the Member in advance.
The AJPA may vary or update the Benefits included in the Membership from time to time, in its reasonable discretion, provided that such changes will apply to the Member only from the time its Membership is next renewed, unless the Benefits have been varied as permitted by clause 4(c).
With respect to any Events organised by the AJPA to which the Member is invited or is entitled to attend, the AJPA may, in its sole discretion:
cancel or reschedule Events without the consent of the Member for any reason;
move an Event to an alternative Venue which, in the reasonable opinion of the AJPA, is more suitable or appropriate, without the consent of the Member or any other members; or
schedule multiple Events for the same date or time, regardless of whether the Member would be entitled to, or would prefer to, attend all of the Events.
The AJPA may, in its reasonable discretion, present an Event in any manner that it considers appropriate.

5. Membership

The Member will have the rights, entitlements, and obligations associated with its Membership as indicated in these T&Cs and the Membership application.
If the Member is absent from any Events, the Member will not be entitled to a full or partial refund of the Fees. The Member acknowledges that this clause 5(b) is reasonable, having regard to the AJPA’s membership model, which relies on the attendance of members at Events to make Events viable.

6. Fee Payments

The Member agrees to pay all Fees owed to the AJPA through the AJPA’s online payment platform as outlined in the Membership Application (which may include Paypal and Stripe payments). Cash or cheque will not be accepted.
The AJPA may change the amount of its Fees from time to time by notifying the Member of the change by email a t least three (3) months before the change is implemented. Where the Member does not respond to the email or the notice of change before the end of the 30 day period, the Member will be taken to accept the amendment to the Fees.
With respect to the Membership Fees, the Member agrees that the AJPA has incurred a cost to provide the Benefits which are amortised over the term of the Agreement. On that basis, where the Agreement is terminated by the Member for any reason or by the AJPA for cause, the Member agrees that they are not owed a full or partial refund of the Membership Fees for the then-current Term.
All Fees that are paid in advance are non-refundable, unless this Agreement is terminated by the AJPA for convenience.

7. GST

Terms used in this clause 7 have the same meaning as in GST Law. The Fees specified in this Agreement do not include an amount for GST unless otherwise stated.
Where GST is imposed on any supply made under this Agreement by one party (Supplying Party) to another party (Receiving Party), the Receiving Party must pay or provide the GST Exclusive Consideration for the supply and, in addition to and at the same time as the GST Exclusive Consideration is payable or to be provided, an additional amount calculated by multiplying the value of that GST Exclusive Consideration (without deduction or set-off) by the prevailing GST rate. This clause does not apply to a supply for which a GST inclusive consideration has been agreed.

8. Intellectual Property Rights

Any Intellectual Property Rights in existence prior to the commencement of this Agreement are unaffected by any term of this Agreement.
Any Intellectual Property rights created under this Agreement vest solely in the AJPA. The Member acknowledges and agrees that they do not have any interest or right in any Intellectual Property rights created under this Agreement.
Where the AJPA creates a video, podcast, or other electronic recording at the request of, or for the benefit of, the Member, the AJPA will own the Intellectual Property Rights in that recording, but grants a non-exclusive, non-transferrable, perpetual, royalty-free licence to the Member to use that recording for personal use.

9. Confidentiality

Each party acknowledges that the Confidential Information of the other party is valuable to the other party and undertakes to protect and preserve the confidential nature and secrecy of the other party’s Confidential Information.
A party may disclose the other party’s Confidential Information:
to its legal and professional advisers in order to obtain advice in connection with this Agreement;
to any employee or representative of that party, provided that the disclosure is made for the purpose of this Agreement and the party imposes an obligation upon the employee or representative to maintain the confidentiality of that material; and
if disclosure is required by a law, government authority, or court, provided that the disclosing party must give reasonable advance notice of such disclosure to the other party if legally permitted to do so.

10. Warranties

Each party hereby warrants and represents that it has full power and authority to execute the Agreement and to perform and observe all of its terms and provisions.
The AJPA warrants and represents to the Member that the AJPA will make all reasonable efforts to ensure that the facilities used by the AJPA to store and process the Member’s Confidential Information are reasonably secure.
The Member warrants and represents to the AJPA, on an ongoing basis, that:
all information or representations given by the Member or any person acting on behalf of the Member in connection with the Agreement or transactions are correct, and that they have not failed to disclose any information relevant to the Agreement;
the Member’s Intellectual Property does not infringe the rights (including Intellectual Property Rights) of any third party;
the Member will not violate any applicable Law or AJPA’s policies or code of conduct in connection with its Membership; and
the Member will not sub-licence, transfer or assign its receipt of, or the benefit of, the Benefits to any third party.

11. Indemnities

The Member agrees to indemnify the AJPA against all direct and indirect claims, demands, charges, expenses or losses made against or incurred by the AJPA as a direct or indirect result of:
any breach of this Agreement by the Member;
any breach of law;
any negligent or wilful act or omission by the Member; or
any breach of the AJPA’s or any AJPA’s other members’ Intellectual Property or Confidential Information.
The AJPA indemnifies the Member in respect of any Losses arising from any claim or allegation that the Benefits provided under the Membership are a breach of a third party’s Intellectual Property or Confidential Information.

12. Disclaimers

The AJPA does not warrant that:
the Benefits and/or Membership are fit for any particular purpose;.
the Events will be free of interruptions or provided on time; or
the Benefits will meet a standard set or expected by the Member outside of what has been stated in this Agreement.

13. Termination

The Member may immediately terminate this Agreement for any reason by providing the AJPA written notice via their online account or by emailing the AJPA. Where the Member terminates this Agreement under this clause, the Member acknowledges and agrees that it remains liable to pay the Fees and Membership Fees for the duration of the then-current Term. For the avoidance of doubt, the Member is not entitled to reimbursement or refunds of the Fees and Membership Fees paid to the AJPA for the remainder of the then-current Term.
The AJPA may immediately terminate this Agreement, cancel the Member’s Membership, and restrict the Member from accessing the Benefits and/or Events by providing the Member written notice if the Member:
commits a serious or persistent breach of this Agreement which is not capable of remedy; or
does not remedy a breach of this Agreement within 7 days of receiving written notice by the AJPA.
Upon termination of this Agreement by either party, the AJPA will, unless required under legislation, delete or destroy all copies of the Member’s Confidential Information in its possession or control, except to the extent that the AJPA may continue to use any images, recorded interviews, videos or podcasts, in its reasonable discretion, for its normal promotional purposes.

14. Dispute resolution procedure

Any dispute between the parties arising from or in connection with this Agreement which cannot be settled by negotiation between the parties in good faith must be referred for determination by representatives of each party for at least 7 days, and, failing agreement, mediation with the appointment of a mediator by the Resolution Institute. The parties agree to each pay 50% of the cost of the mediation, including the mediator’s fees and venue cost.

15. Notices

Notices must be in writing and be sent by express or registered post with delivery confirmation to the addresses below or email with receipt confirmation.

Member – as specified in the Membership Application

The AJPA – [INSERT ADDRESS]

16. General

This Agreement is the entire agreement between the parties regarding the subject matters dealt with here, and replaces all previous agreements, understanding and representations between the parties about those subject matters.
No variation of this Agreement is effective unless made in writing and signed by each party.
The AJPA may, in its sole discretion vary these T&Cs from time to time. Upon variation of these T&Cs, the AJPA will notify the Member of the variation by email. Where the Member does not accept the variation, the Member may terminate the Agreement under clause 13(a).
No term of this Agreement merges on completion of any transaction contemplated by this Agreement.
Clauses 3, 5, 6, and 8-15 survive termination or expiry of this Agreement.
Any term of these T&Cs that is wholly or partially void, invalid or unenforceable will be deemed to be severed to that extent without affecting the remainder of the Agreement.
Neither party may assign this Agreement or its benefit to a third party without the other party’s consent.
The parties will each bear their own costs in relation to this Agreement.
This Agreement is governed by the Laws in force in Western Australia. The parties agree to submit to the non-exclusive jurisdiction of the courts of Western Australia.

The parties agree to comply with the provisions of the Privacy Act 1988 (Cth), Privacy Amendment (Enhancing Privacy Protection) Act 2012 (Cth) and the AJPA’s privacy policy which concern the security, use and disclosure of personal information.