AASDN MEMBERSHIP TERMS AND CONDITIONS
- Agreement
1.1. These terms and conditions (Terms) apply to your membership with Australian Automotive
Service Dealer Network East Coast Limited ACN 103 067 812 (AASDN, we, our, us)
(Membership). These Terms, together with any other terms and conditions we disclose to you
in connection with your Membership, including our privacy policy and the AASDN company
constitution (AASDN Constitution), constitute the entire agreement between you and AASDN
related to your Membership (Agreement). Please read these Terms and the documents that
form part of this Agreement carefully.
1.2. You accept this Agreement on the earlier of applying for Membership, renewing your
Membership or by otherwise confirming your acceptance of these Terms in writing or by
electronic means.
1.3. On accepting this Agreement, you agree to:
(a) become a member of AASDN;
(b) be bound by the AASDN Constitution; and
(c) purchase a Membership for an annual period or other period of time specified in clause 5.1.
1.4. If a person accepts this Agreement on behalf of an entity, such as a company or as trustee of a
trust, the person warrants that they are authorised to legally bind the entity to this Agreement.
The person also warrants that they are legally able to accept this Agreement, including that they
are over the age of 18 years. - Eligibility and Acceptance of Membership
2.1. To apply for Membership, you must be an eligible person in accordance with the AASDN
Constitution.
2.2. We may, in our discretion and subject to the AASDN Constitution, accept or refuse your
application for Membership. - Membership Fee
3.1. The Membership fee is the applicable fee for the Membership as published on the AASDN
website or software application (App), as varied by us from time to time (Membership Fee). - Member Services
4.1. As part of your Membership and subject to this Agreement, you will have access to the
applicable Membership services as published on the AASDN website or App, as varied by us
from time to time (Member Services).
4.2. Access to Member Services will only commence once your Membership application has been
accepted and your Membership Fee has been paid.
4.3. You consent to us providing your information to third parties as needed to support AASDN’s
functions and objects, including for rebates, commercial benefits or Member Services, in
accordance with our Privacy Policy. - Membership Period
5.1. Subject to clause 5.2, the standard Membership period is from 1 July to 30 June (Period).
5.2. If your Membership is accepted partway through the Period, your initial Period will be shorter
than 12 months. The Membership Fee for the initial Period may be calculated on a pro rata
basis. - Payment
6.1. You must pay the Membership Fee in advance of each Period using one of the following
payment methods (Payment Method):
(a) your Capricorn account;
(b) by electronic transfer; or
(c) as otherwise agreed in writing.
6.2. You are responsible for complying with the terms and conditions of any Payment Method
provider.
6.3. You agree to indemnify and hold harmless AASDN and our officers, employees, agents,
consultants, licensors, partners and affiliates from and against any losses, liabilities, costs,
expenses or damages (including actual, special, indirect and consequential losses or damages
of every kind and nature, including all legal fees on a solicitor-client basis) including any third
party claim, suffered or incurred by any of them, arising from, or in any way related to (directly
or indirectly) your failure to comply with the Payment Method provider terms, or your provision
of incorrect information to the Payment Method provider.
6.4. The Membership Fee does not include any third-party fees or charges that you incur in
connection with your Membership, including, for example, fees charged by any Payment
Method provider or by your internet service provider. You are solely responsible for any third-
party fees or charges. - Automatic Renewal
7.1. Unless you notify us of your decision not to renew your Membership in accordance with this
Agreement, your Membership will automatically renew for a further Period commencing on 1
July (Renewal Date) at the applicable Membership Fee.
7.2. We will send you a renewal reminder at least 60 days before the Renewal Date, setting out the
renewal process and any changes to the Membership Fee or these Terms.
7.3. You can cancel the automatic renewal at any time up to 30 days before the Renewal Date. If
you decide not to renew your Membership, you must notify us in writing within this timeframe.
7.4. You authorise us to process the Membership Fee using your nominated Payment Method on
each Renewal Date unless you inform us otherwise in writing. You are responsible for ensuring
your payment information is up to date. If you have chosen electronic transfer as your Payment
Method, you are responsible for initiating payment of the Membership Fee using the payment
details provided in the invoice issued by us on each Renewal Date. - Failure to Pay
8.1. If you do not pay the Membership Fee in accordance with this Agreement, we may, in our
absolute discretion, suspend and/or cancel your access to Member Services and/or take
disciplinary action or expel you in accordance with the AASDN Constitution.
8.2. You agree to reimburse us for any costs we incur as a result of a failure of your chosen Payment
Method, including any third-party fees and our reasonable administrative costs related to the
payment failure. - Membership Cancellation
9.1. Your Membership and access to Member Services will end at the expiry of the Period if you do
not renew your Membership for a further Period.
9.2. You can cancel your Membership at any time. Your cancellation will take effect at the end of
the current Period. You will continue to have access to Member Services until that date. Unless
otherwise required by law, Membership Fees are non-refundable, and we do not provide
refunds or credits for any unused portion of the Period.
- Your Obligations and Indemnity
10.1. You must:
(a) comply with this Agreement;
(b) accept and comply with the AASDN Constitution;
(c) provide us with accurate and complete information when applying for Membership;
(d) promptly provide us with written notice of:
(i) your current and correct contact details when they change, including your business
address, business telephone, mobile phone number and email address. You
acknowledge that if you do not update your contact details, you may not receive
notices, including Membership renewal notices; and
(ii) any change in control to your business, including a change in ownership, shareholding
or directorship;
(e) keep your access details and passwords secure, and not allow anyone else to use your
Membership or Member Services;
(f) immediately change your password and provide us with written notice if there is
unauthorised use of your Membership or Member Services;
(g) only use the Member Services, App and our website for lawful purposes, and not
contravene any laws, or infringe any person’s rights (including intellectual property rights),
when using the Member Services, App or our website; and
(h) comply with any terms and conditions provided by a third party in connection with the
Member Services.
10.2. If you contribute material to the Member Service, App or our website, you must not:
(a) infringe the intellectual property rights or copyright of any person;
(b) misrepresent facts or connections/affiliations with any person;
(c) contribute information that is defamatory, libellous, abusive, threatening, harassing,
obscene, lewd, violent, offensive, objectionable, discriminatory or unlawful; and/or
(d) contribute information that may bring us or our employees, officers or affiliates into
disrepute.
10.3. You agree to indemnify and hold harmless AASDN and our officers, employees, agents,
consultants, licensors, partners and affiliates from and against any losses, liabilities, costs,
expenses or damages (including actual, special, indirect and consequential losses or damages
of every kind and nature, including all legal fees on a solicitor-client basis), including from any
third party claim, suffered or incurred by any of them, arising from or in any way related to
(directly or indirectly) your failure to comply with clauses 10.1 and/or 10.2. - Intellectual Property
11.1. AASDN, or a third party, owns or has an interest in the intellectual property rights and/or
copyright in the materials or information provided through the Member Services and/or the
delivery of the Member Services (for example, software and source code), which is protected
by applicable laws.
11.2. Materials and information provided to you through the Member Services are for your use in
your business or for personal (non-commercial) purposes only. You must not provide, sell, or
otherwise make available any such materials and/or information to any third party.
11.3. You are granted a revocable, limited, non-exclusive, non-transferable and non-sublicensable
licence to access and use AASDN’s intellectual property in the information and material
available through the Member Services, solely for use in your business or for personal (non-
commercial) purposes, and only in accordance with this Agreement.
- Links and Third-Party Providers
12.1. Links to third party websites may be provided through the Member Services, App or our
website. You acknowledge we do not control, endorse, or accept any responsibility for the
content, accuracy, or security of any third-party website. You are solely responsible for your use
of such websites, including complying with their terms and conditions.
12.2. Third parties may provide some Member Services and/or materials. If you access such Member
Services or materials, you acknowledge that the relevant third party may also have terms and
conditions that apply, and you agree to comply with those terms and conditions. - Default and Expulsion or Discipline
13.1. If you fail to remedy a breach of this Agreement within the period specified by us in writing, we
may, without limiting any other rights or remedies available to us, do one or more of the
following:
(a) suspend or cancel your access to Member Services; or
(b) expel or discipline you in accordance with the AASDN Constitution.
13.2. If your access to Member Services is cancelled or you are expelled pursuant to this clause, we
may reimburse you for any unused portion of your Membership Fee for the remaining Period,
subject to a maximum refund equal to 6 months of Membership Fees. When determining
whether a refund will be provided, we will consider the circumstances of the breach, including
whether your conduct has caused loss or damage, whether any amounts remain outstanding,
and the seriousness of the breach. - Limitation of Liability
14.1. Any limitation of liability in this clause or this Agreement does not apply to the extent that it
would restrict, modify or exclude your rights in a way that is not permitted under Australian
Consumer Law (as set out in Schedule 2 to the Competition and Consumer Act 2011 (Cth)), or
any other applicable law.
14.2. To the extent permitted by law:
(a) all express and implied warranties, guarantees and conditions under statute or general law
as to merchantable quality, description, quality, suitability or fitness for purpose of the
Membership or Member Services are expressly excluded;
(b) we do not warrant that access to the Member Services will be free of errors, uninterrupted
or continuously available and we do not accept liability for errors in, or interruptions to,
access;
(c) we do not warrant that any information provided in connection with the Membership or
Member Services is accurate or error free and we do not accept liability for any inaccurate
or erroneous information. If you do locate an error or inaccuracy, please notify us in writing;
(d) we do not warrant that the Membership or any Member Services are suitable for your
purposes and you are solely responsible for assessing their suitability for your purposes;
(e) we will not be liable for any damage to your reputation or goodwill, or for loss of revenue,
business opportunity or profit; and
(f) our liability to you is limited, at our option, to the re-supply of the services or a refund of
the Membership Fee.
- Force Majeure
15.1. Except for your obligation to pay the Membership Fee, neither party will be liable or deemed to
be in breach of this Agreement for any delay or failure in performance resulting from
circumstances beyond that party’s reasonable control (including any strike, war, terrorist attack,
trade dispute, fire, flood, tempest, theft, epidemic, pandemic or breakdown in machinery of
any kind, disruption to electricity or other utilities, or breakdown or disruption of any electronic
communication support system).
15.2. The affected 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.
15.3. If such circumstances continue for a continuous period of more than 6 months, either party may
cancel the Membership by written notice to the other party. - Assignment
16.1. We may assign, license or sub-contract all or any part of our rights or obligations under this
Agreement to another person without notice to you, provided that your rights under this
Agreement are not detrimentally affected by the assignment, licence, or sub-contracting.
16.2. You must not assign any rights or obligations under this Agreement or transfer your
Membership to another person without our prior written consent, which will not be
unreasonably withheld. - Variation
17.1. The parties may vary or replace these Terms at any time by agreement in writing.
17.2. We may also vary these Terms at any time in the following circumstances, effective upon
providing you with at least 30 day’s written notice:
(a) to comply with any changes in the law;
(b) to make minor or non-material changes to the Member Services;
(c) to change the Membership Fee for a subsequent Period; or
(d) to introduce changes for your benefit. - General
18.1. Clauses 6, 10.3, 11, 14 and any clauses incidental to these clauses, survive the suspension,
cancellation or expiry of the Member Services or your Membership (including by expulsion
under the AASDN Constitution) or the termination of this Agreement.
18.2. The parties confirm that they have not entered into this Agreement in reliance on any
representation that is not expressly incorporated into this Agreement.
18.3. Each party consents to the use of electronic communications for all matters under this
Agreement. Without limitation, this Agreement and any related documents may be signed or
accepted electronically. Each party agrees that electronic signature or acceptance is as effective,
valid, and binding as an original signed hard copy.
18.4. No failure or delay by a party in exercising any right, power or privilege under this Agreement
will impair it or operate as a waiver, nor will any single or partial exercise preclude any further
exercise of the same or any other right, power or privilege. The rights and remedies in this
Agreement are cumulative and not exclusive of any rights or remedies provided by law.
18.5. If a provision of this Agreement is invalid or unenforceable in a jurisdiction, it is to be read down
or severed to the extent of the invalidity or unenforceability, and that does not affect the
validity or enforceability of that provision in any other jurisdiction, or the remaining provisions.
18.6. This Agreement is governed by, and construed in accordance with, the laws of New South
Wales, Australia. The parties irrevocably submit to the exclusive jurisdiction of the courts of
New South Wales, Australia for any dispute or claim arising out of, or in connection with, this
Agreement or its subject matter or formation.
- Interpretation
19.1. In these Terms, unless the context otherwise requires:
(a) a reference to writing includes post and email, including email and other communication
established through the AASDN’s website or App;
(b) the singular includes the plural and vice versa;
(c) all references to monetary amounts are in Australian currency;
(d) the meaning of general words is not limited by specific examples introduced by “include”,
“includes”, “including”, “for example”, “in particular”, “such as” or similar expressions;
(e) a reference to a clause or paragraph is a reference to a clause or paragraph of these Terms;
(f) a reference to a party to this Agreement or any other document or arrangement includes
that party’s executors, administrators, successors and permitted assigns;
(g) the word “person” includes any individual, corporation or other body corporate,
partnership, joint venture, trust, association and any government agency;
(h) where an expression is defined, another part of speech or grammatical form of that
expression has a corresponding meaning; and
(i) headings are for ease of reference only and do not affect the meaning or interpretation of
these Terms.