This Agreement is between Sydney MRP III Pty Limited ABN 11 060 096 960 trading as Supply Clusters of Australia of 13 Bridge Street Rydalmere NSW 2116 (Supply Clusters) and the member as displayed in the Supply Clusters portal (Member).
This Agreement commences on the date of acceptance of these terms and conditions by the Member (Commencement Date) and continues for the initial term which is 12 months plus the number of days remaining in the final and incomplete month (i.e. until the last day of that month) unless otherwise agreed in writing. On the Commencement Date, the Member must pay the annual Member Fee as set out in a valid tax invoice issued by Supply Clusters in accordance with A New Tax System (Goods and Services) Act 1999 (Cth). At the expiry of the initial term, this Agreement will automatically renew upon payment of the Member Fee for an additional period of 12 months unless otherwise agreed in writing. However, the Member may terminate this agreement at any time by providing notice in writing to Supply Clusters.
During the term of this Agreement, the Member will be provided with access to a list of suppliers with whom Supply Clusters have negotiated agreements, provided by Supply Clusters and amended from time to time (Suppliers). The Member and any subsidiaries or related corporate entities of the Member (Member Parties) are entitled to purchase goods and services from Suppliers under this Agreement and access relevant member discounts, cashbacks and/or rebates in relation to such purchases, where applicable to their membership level as set out in the tax invoice issued by Supply Clusters.
This agreement does not create any obligation on the Member to use the services offered by Supply Clusters or by its recommended Suppliers. Any transaction between the Member (or the Member Parties) and a Supplier will be on terms agreed between the Member (or the Member Parties) and the Supplier.
Member data is important to Supply Clusters, and it is collected so that Supply Clusters may:
For the purposes of this clause, Confidential Information of a party means:
Each party undertakes to each other to keep and ensure that all its officers, employees, agents, contractors and personnel keep confidential, and not disclose to any third party the Confidential Information of the other party unless the other party otherwise consents in writing, or where the recipient party is compelled by law provided the other party is given written notice prior to disclosure and the minimum amount of Confidential Information is disclosed. For the avoidance of doubt, Supply Clusters will keep confidential member data provided by the Member, and will not disclose any such data without the Member’s consent, to other Members, Suppliers or other third parties, except to the extent that such data is aggregated or deidentified.
The Member undertakes:
Supply Clusters respects individual privacy and understands that the security of personal information is important. Supply Clusters takes all reasonable steps to ensure that all personal information that is collected, used, stored or disclosed by Supply Clusters is protected against misuse and loss from unauthorised access, modification or disclosure in accordance with any applicable privacy laws. However, in relation to personal information that is stored in electronic databases, the Member acknowledges that no security system is impenetrable and that the security of those databases can never be guaranteed.
If the Member purchases supplies through any of the Suppliers, and the Member holds a level of membership that provides access to rebates, then the Member may be entitled to rebates that have been negotiated with the Suppliers in respect of purchases made by that Member (Member Rebates) and Supply Clusters will collect and administer those Member Rebates as follows:
The Member may be entitled to cashback payments in relation to purchases made by the Member from relevant Suppliers. Where cashback payments are applicable, and the relevant Suppliers have complied with all of their obligations to provide data and cashback payments to Supply Clusters, the administration and collection of those cashback payments will be completed by Supply Clusters as follows:
The Member and Member Parties are entitled to access the services provided by Supply Clusters under this Agreement, including each relevant supplier agreement pricing, discounts, cashbacks and Member Rebates where applicable, during the term of this Agreement if the Member has maintained its membership in accordance with this Agreement and paid all relevant Supplier’s invoices in accordance with the Supplier’s terms. If the Member has not maintained its membership payments, or if it has not paid all relevant Supplier’s invoices in accordance with the Supplier’s terms, then the Member and the Member Parties will not be entitled to access Supply Cluster’s services or supplier agreement pricing, discounts, cashbacks or Member Rebates (where applicable). The Member must keep its contact and banking details current at all times by logging into and updating the details in the member portal on www.supplyclusters.com.au.
Supply Clusters does not endorse, sponsor or approve of any of the Suppliers or the Suppliers’ goods or services, and the Member must make their own enquiries of any Supplier. Supply Clusters makes no representations or warranties of any kind, express or implied, about any of the following: the reliability, suitability or availability with respect to the goods or services provided by a Supplier for any purpose; the pricing of any of the Supplier’s goods or services; the availability and/or payment where applicable of rebates, discounts or cashbacks by a Supplier; or the reputation and financial viability of a Supplier. Any use of the goods and services provided by the Supplier is strictly at the Member’s own risk. Supply Clusters will use reasonable endeavours to analyse data from Suppliers, but is not responsible to the Member for any inaccuracies in the Supplier’s data or the payment or calculation of member rebates, discounts and cashbacks where applicable by the Suppliers.
The Member does not provide any warranties or make any representations express or implied in relation to its likely forecast spend on any goods or services.
This Agreement contains the entire agreement between the parties about its subject matter and supersedes all prior discussions, representations, agreements and understandings between the parties in connection with the subject matter. Supply Clusters may amend this Agreement at any time, and any such amendments will be posted on the website at www.supplyclusters.com.au. If the Member does not accept such amendments, it must notify Supply Clusters in writing by sending an email to email@example.com stating that it does not accept the amendments and this Agreement will terminate with effect from when Supply Clusters receives such written notification. Neither party has the authority to bind the other party. This document is governed by the laws of New South Wales, and the parties submit to the non-exclusive jurisdiction of the courts of that state.