Introduction

The Menopause Friendly accreditation process is administered on behalf of Menopause Friendly by Menopause Friendly Pty Ltd (“MF”) Accordingly, the terms “we”, “us”, and “our” refer to both Menopause Friendly and (in so far as it related to the administration of the accreditation process and its intellectual property rights), MF.

1. Definitions and Interpretation 

1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Booking Form” means the online Booking Form completed by the Member incorporating these Terms and Conditions and the Terms and Conditions for the use of our website (or any variation thereof agreed upon by both Parties) which shall govern provision of the Contents and Services;

“Business Day” means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business;

“Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Booking Form, the Contents and/or the Services, whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such. It also includes the Contents and the Services;

“Data Protection Legislation” means all legislation in force in Australia from time to time relating to data protection and privacy including, but not limited to, the Privacy Act 1988 (Cth) and any other directly applicable Australian regulation relating to data protection and privacy. 

“Fees” means any and all sums due from the Member to Menopause Friendly with respect to the provision of the Services or otherwise arising and due from the Member to Menopause Friendly. The term Fees includes the Member’s additional rolling, annual Membership fee.

“Intellectual Property Rights” means (a) any and all rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trademarks and service marks, copyrights, database rights, know-how, rights in designs and inventions;

(b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);

(c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and

(d) the right to sue for past infringements of any of the foregoing rights;

“Member” means only the party procuring the Contents and/or the Services from Menopause Friendly and who is identified in the Booking Form;

“Services” means the administration by us of and determination by Menopause Friendly of a Member’s application for Menopause Friendly accreditation and any other ongoing services to be provided by Menopause Friendly to the Member. It also means the criteria and guidance for accreditation in any form.

1.1 Unless the context otherwise requires, each reference in these Terms and Conditions to:

  1.1.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

  1.1.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

  1.1.3 “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented from time to time;

  1.1.4 a Clause or paragraph is a reference to a Clause of these Terms and Conditions or to a Clause of the Booking Form, as appropriate; and

  1.1.5 a “Party” or the “Parties” refer to the parties to the Booking Form. And where necessary or relevant to MF.

1.2 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

1.3 Words imparting the singular number shall include the plural and vice versa.

1.4 References to any gender shall include the other gender.

1.5 References to persons shall include corporations.

2. Provision of the Services

2.1 The Services are booked once the Member has provided Menopause Friendly with a completed Booking Form containing all necessary invoicing details, to include but not limited to:

  2.1.1 Invoice contact

  2.1.2 Purchase Order Number

  2.1.3 Supplier Number (if relevant)

  2.1.4 Address for communications and invoicing.

2.2 These Terms and Conditions of Membership shall apply to all contracts between us to the exclusion of any terms and conditions or any other materials which the Member may purport to apply or which are endorsed upon any correspondence or documents irrespective of their date of communication to us. 

2.3 The independent Menopause Friendly panel (“the Panel”) sits regularly to consider applications for accreditation. Due to the commitments of panel members Menopause Friendly cannot determine when the Panel will sit to consider a Member’s application for accreditation. The Panel will consider all applications within a reasonable time and in the order in which correctly documented applications are received.

2.4 Menopause Friendly shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services.

2.5 Menopause Friendly reserves the right to refuse any application that does not comply with the conditions for application.

2.6 If any of the information provided by the Member is misleading or false, Menopause Friendly reserves the right to revoke membership with immediate effect.

3. Intellectual Property Rights

3.1 We shall retain the ownership of any and all Intellectual Property Rights in the Services.

3.2 You acknowledge that all Intellectual Property Rights in the Services are owned by us. You acknowledge that all Intellectual Property Rights existing now or arising in the future shall automatically vest absolutely in us on creation. To the extent that such Intellectual Property Rights do not vest automatically, you hereby assign such past, present and future Intellectual Property Rights to us and to the extent that it is necessary, you shall execute an assignment in favour of us of any and all Intellectual Property Rights which may have accrued to you through your use of the Services.

3.3 You shall not do anything that adversely affects our Intellectual Property Rights. For the avoidance of doubt and without prejudice to the generality, you MUST NOT do the following

  3.3.1 Exploit, use in any way or disclose any part of the Services for any purpose other than for the internal approval (including technological approval and any necessary testing), certification or authorisation of the Services. For the avoidance of doubt the copying in any form whatsoever of the Services for any purpose other than those authorised above is a breach of this condition;

  3.3.2 Alter, adapt or amend the Services except as permitted by law;

  3.3.3 Reproduce, copy or deal in the Services (in whole or in part) in any way.

  3.3.4 Sub-clauses 3.3.1-3.3.3 shall be waived upon a successful application for accreditation for the purposes of showing, publishing or otherwise advertising such accreditation or where authorised to do so, to show a Member is in the course of applying for accreditation.

3.4 We assert all moral rights arising out of the The Copyright Act 1968 (Cth). Any rights not expressly granted herein, are reserved.

4. Member’s Obligations

4.1 The Member shall use all reasonable endeavours to provide all pertinent information to Menopause Friendly that is necessary for Menopause Friendly’s provision of the Services.

4.2 In the event that Menopause Friendly requires the decision, approval, consent or any other communication from the Member in order to continue with the provision of the Services or any part thereof at any time, the Member shall provide the same in a reasonable and timely manner.

4.3 Any delay in the provision the Services resulting from the Member’s failure or delay of any kind shall not be the responsibility or fault of Menopause Friendly.

5. Fees, Payment and Other Charges

5.1 The Member shall pay the Fees in accordance with the provisions of the Booking Form.

5.2 Menopause Friendly shall invoice the Member for the Fees upon receipt of the Booking Form and annually thereafter. The Fees are due within 14 days of acceptance by Menopause Friendly of the Member’s Booking Form and annually thereafter. The annual membership element of the Fees will be invoiced on each anniversary of the acceptance of the Member’s Booking Form and be payable within 14 days of the invoice date.

5.3 Menopause Friendly is not bound to provide the Services if payment of the Fees is not made by the due date.

5.4 All payments of the Fees shall be made in cleared funds without any set-off, withholding or deduction.

5.5 Where any payment pursuant to the Booking Form is required to be made on a day that is not a Business Day, it may be made on the next following Business Day.

5.6 Any sums which remain unpaid following the expiry of the period set out in sub-Clause 5.2 (above) shall incur interest on a daily basis at 5% above the base rate of Macquarie Bank from time to time until payment is made in full of any such outstanding sums.

5.7 Membership is a rolling agreement which will automatically renew upon the anniversary of the original application. The Member will receive not less than 30 days’ notice of each Anniversary Date with notification of the fee to renew the membership.

5.8 Should the Member wish to cancel their membership, the Member must inform Menopause Friendly of their intention to cancel a minimum of ten working days prior to each anniversary of the original application.

5.9 No refunds will be due unless the cancellation notice requirements are compiled with in full.

6. Liability, Indemnity and Insurance

6.1 Our total liability for any loss or damage caused as a result of its negligence or any other breach howsoever arising in relation to the Services shall be limited to the sum of the Fees actually paid.

6.2 Menopause Friendly shall not be liable for any loss or damage suffered by the Member that results from the Member’s failure to follow any instructions given by Menopause Friendly.

6.3 Nothing in these Terms and Conditions nor in the Booking Form shall limit or exclude Menopause Friendly’s liability for death or personal injury.

6.4 Neither Party shall be liable to the other or be deemed to be in breach of the Booking Form by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.

6.5 The Services are specifically designed for use only in Australia and are not to be used in any other jurisdiction without our express written consent. Accordingly, we shall have no liability whatsoever and of whatever nature and howsoever caused for any losses of any kind arising out of the use or otherwise of the Services outside Australia.

7. Confidentiality

7.1 Each Party shall undertake that, except as provided by sub-Clause 8.2 or as authorised in writing by the other Party, it shall, at all times;

  7.1.1 keep confidential all Confidential Information;

  7.1.2 not disclose any Confidential Information to any other party;

  7.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Booking Form;

  7.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and

  7.1.5 ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 8.1.1 to 8.1.4 of the Booking Form.

7.2 Either Party may:

  7.2.1 disclose any Confidential Information to any governmental or other authority or regulatory body to such extent only as is required by law.

  7.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Booking Form, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information that is not public knowledge.

7.3 We may disclose the Member’s Confidential Information to any sub-contractor or supplier to the extent that it is necessary for the production of or provision of the Services.

7.4 The provisions of Clause 7 of the Booking Form shall continue in force in accordance with these terms, notwithstanding the termination of the Booking Form for any reason.

8. Force Majeure

Neither you nor we shall be liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.

9. Termination

9.1 Menopause Friendly may immediately terminate a membership by giving written notice if:

  9.1.1 any sum owing to Menopause Friendly is not paid by the due date for payment;

  9.1.2 A Member commits any other breach of the terms of the Booking Form and, if the breach is capable of remedy, fails to remedy it within 3 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;

  9.1.3 where the Member is a company, a receiver is appointed, of any of the property or assets of the Member;

  9.1.4 the Member makes any voluntary arrangement with its creditors or being a company, becomes subject to an administration order (within the meaning of the Corporations Act 2001 (Cth));

  9.1.5 the Member, being an individual or firm, has a bankruptcy order made against it or being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on the Member under the Booking Form);

  9.1.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the Member;

  9.1.7 the Member ceases, or threatens to cease, to carry on business.

9.2 A breach shall be considered capable of remedy if the Member can comply with the provision in question in all respects.

9.3 The rights to terminate membership shall not prejudice any of our other rights or remedies in respect of the breach concerned or any other breach.

10. Effects of Termination

Upon the termination of membership for any reason:

10.1 Any sums (however arising) owing by the Member to Menopause Friendly shall become immediately due and payable;

10.2 All Clauses which, either expressly or by their nature, relate to the period after the termination of membership shall remain in full force and effect;

10.3 Termination shall not affect or prejudice any right to damages or other remedy which Menopause Friendly may have in respect of the event giving rise to the termination or any other right to damages or other remedy which we may have in respect of any breach of any of our Terms and Conditions which existed at or before the date of termination;

10.4 The Member shall immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to us any documents in its possession or control which contain or record any Confidential Information; and

10.5 Any Intellectual Property Rights licence granted by us shall terminate and the Member shall forthwith cease to use, either directly or indirectly, any such Intellectual Property Rights, and shall forthwith return to us any such material in its possession or control.

11. Data Protection

We will only use the Member’s personal information as set out in Menopause Friendly’s Privacy Policy, which can be found on our website.

12. No Waiver

No failure or delay by us in exercising any of any of our rights (howsoever arising) shall be deemed to be a waiver of that right, and no waiver by us of a breach of any provision (howsoever arising) shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

13. Further Assurance

Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of membership into full force and effect.

14. Third Party Rights

No part of the contract between us shall confer rights on any third parties (save for MF).

15. Notices

15.1 All notices shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

15.2 Notices shall be deemed to have been duly given:

  15.2.1 when delivered, if delivered by email; or

  15.2.2 on the 2nd business day following mailing, if mailed by national ordinary mail,

  15.2.3 in each case notices shall be addressed to the last known address/e-mail address of the other party.

16. Entire Booking Form

16.1 The Booking Form contains the entire the contract between us with respect to its subject matter and may not be modified except in writing and signed by the Parties duly authorised representatives.

16.2 The Member shall acknowledge that, in entering into this contract, it does not rely on any representation, warranty or other provision except as expressly provided in the Booking Form, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

17. Severance

In the event that one or more of the provisions of the Booking Form a is found to be unlawful, invalid or otherwise unenforceable, that those provision(s) shall be deemed severed from the remainder of the Booking Form. The remainder of the Booking Form shall be valid and enforceable.

18. Dispute Resolution

The Parties shall in the first instance attempt to resolve any dispute arising through negotiations between their appointed representatives who have the authority to settle such disputes.

19. Law and Jurisdiction

19.1 The Booking Form (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of Australia.

19.2 Any dispute, controversy, proceedings or claim between the parties (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of Australia.