TERMS of TRADE - MEMBERS USE

Terms of Trade

These Terms will apply to every provision of Services by PRM.  Unless expressly accepted in writing by PRM, any qualification of these Terms contained in any document issued by the Member shall be of no force or effect.  These Terms constitute the entire agreement between PRM and the Member. PRM reserves the right to change these Terms at its discretion from time to time and will provide written notice to the Member of any such changes.

 

1.    Definitions

Australian Consumer Law means Schedule 2 to the Competition and Consumer Act (as amended or replaced from time to time);

Competition and Consumer Act means the Competition and Consumer Act 2010 (Cth) (as amended or replaced from time to time);

Member means the party who enters into these Terms with PRM, for the supply of Services from PRM to the Member;

Membership means the Member’s membership with PRM;

Membership Level means each of the membership levels described in the Membership Levels and Benefits Table;

Membership Levels and Benefits Table means the membership levels and benefits table published on the Website as amended from time to time;

Membership Rules means the membership rules published on the Website as amended from time to time;

PPSA means the Personal Property Securities Act 2009 (Cth) (as amended or replaced from time to time);

PRM means Premier Retail Marketing Pty Ltd ACN 103 155 193;

PRM Email Address means admin@retailadelaidecity.com.au;

Registered Land Agent means a person that is currently a registered agent or registered property manager within the meaning of the Land Agents Act 1994 (SA);

Services means the services described in the Membership Levels and Benefits Table in respect of each of the relevant Membership Levels and any other services supplied by PRM to the Member pursuant to these Terms;

Terms means these terms of trade;

Website means the website operated by PRM known as Retail Adelaide City and available at https://www.retailadelaidecity.com.au/; and

Website Terms of Use means the website terms of use published on the Website (as amended from time to time).

2.    Price

Prices quoted in PRM’s price lists, quotes and advertising literature are for guidance only and they are exclusive of GST unless otherwise indicated (which will be included).

Subject to clauses 2.3 and 2.4, the contract price of the Services rendered to the Member will be as quoted in the Membership Levels and Benefits Table in respect of the relevant Member’s Membership.

PRM reserves the right to review and change the contract price of the Services from time to time.

If PRM changes the contract price of the Services in accordance with clause 2.3:

PRM will notify the Member of those changes as soon as reasonably practicable and, in any event, will provide the Member with not less than seven (7) days’ notice (Notice Period) of such changes; and

the Member agrees that the new contract price of the Services will replace the existing contract price of the Services and form part of these Terms from the expiry of the Notice Period.

3.    Payment

The contract price of the Services shall be paid without deduction within 30 days of the end of the month in which the Services were supplied, or on such terms as PRM and the Member may otherwise agree in writing.

The Member must make payment in such manner as PRM directs from time to time by written notice to the Member.

The Supplier reserves the right to suspend or cancel the supply of further Services if the terms of payment are not strictly adhered to by the Member, or if the Member is in breach of or default under any other subsisting agreement between PRM and the Member.

If the Member fails to pay any sum to PRM by the due date then, although no demand for payment may have been made, the sum in respect of which such default is made or so much thereof as shall from time to time remain unpaid shall bear simple interest at the rate which is 2% in excess of the maximum rate per annum charged by PRM’s bank on the due date on overdraft accommodation of the same amount, and such interest shall accrue and be recoverable from day to day.

All costs and expenses incurred by PRM in recovering any outstanding money (including, without limitation, debt collection agency fees or lawyer’s costs on a solicitor-own client basis) shall be paid by the Member.

4.    Membership

Membership Registration

The Member must create an account with PRM, notify PRM of its desired Membership Level and provide PRM with any details that PRM reasonably requires to provide the Member with the Membership before PRM provides the Member with any Services.

The Member must not provide PRM with any false or misleading information when creating an account with PRM.

The Member agrees to notify PRM of any changes to the Member’s details from time to time and acknowledges that PRM is not responsible for the completeness or accuracy of any such information.

Services

The Member may contact PRM using the PRM Email Address or via the Website to arrange the provision of the Services.

The Member acknowledges that PRM will only provide the Member with the Services that correspond with the Member’s Membership Level, being those Services described on the Membership Levels and Benefits Table.

If the Member is a Registered Land Agent and obtains Services on behalf of a third party, the Member warrants that it is authorised to act on behalf of that third party and acquire the Services on behalf of that Third Party.

The Member warrants that any information that the Member publishes on the Website or provides to PRM for the purposes of providing the Services is not inaccurate, false or misleading in any way.

The Member acknowledges that PRM reserves the right to maintain the quality of the content on the Website. PRM may require the Member to modify any content published on the Website by making any changes reasonably required by PRM to comply with PRM’s quality standards.

Member Rights and Responsibilities

The Member must comply with the Membership Rules.

The Member may not transfer their Membership to another person or allow another person to use their Membership.

The Member is wholly responsible for keeping its passwords and account details secure and for any activities associated with the Member’s account and Membership.

The Member may request to close its account with PRM by emailing PRM using the PRM Email Address or by contacting PRM via the Website.

PRM’s Rights

PRM reserves the right to review and change the Services and the Membership Levels from time to time.

If PRM changes the Services or Membership Levels in accordance with clause 4.7:

PRM will notify the Member of those changes as soon as reasonably practicable and, in any event, will provide the Member with not less than seven (7) days’ notice (Notice Period) of such changes; and

the Member agrees that the new Services and/or Membership Levels will replace the existing Services and/or Membership Levels (as the case may be) and form part of these Terms from the expiry of the Notice Period.

PRM reserves the right to suspend or terminate a Member’s Membership if:

PRM reasonably believes that a Member has breached these terms, any policy published by PRM from time to time or any applicable laws; or

the Member fails to pay the contract price for the Services in accordance with these Terms.

5.    Website

Subject to the remainder of this clause 5, PRM will use reasonable endeavours to ensure that the Member is able to access the Website at all times.

PRM offers no guarantee or warranty that the Member’s access to the Website will be secure, uninterrupted or error free.

PRM may suspend access to the Website from time to time in circumstances of system failure, server issues, maintenance or any other reason beyond PRM’s reasonable control.

The Member’s use of the Website is subject to the Website Terms of Use at all times.

6.    Termination of Supply

The Supplier may at any time by written notice to the Member terminate its obligation to supply Services to the Member upon the happening of any of the following:

any action is taken for, or with a view to, the liquidation (including provisional liquidation), winding up, official management, bankruptcy or insolvency (or equivalent) of the Member and such action remains pending for a period of 21 days thereafter, unless the Member satisfies PRM (in its absolute discretion) of the Member’s solvency;

the Member becomes insolvent or is unable or deemed to be unable to pay its debts or ceases or threatens to cease to carry on its business or a major part of its business or the Member enters into dealings with any of its creditors with a view to avoiding, or in expectation of, insolvency or stops or threatens to stop payments generally or a receiver or receiver and manager is appointed to, or an encumbrancee takes or proposes to take possession of, any material part of the assets of the Member;

the Member enters into any arrangement, assignment or composition with or for the benefit of its creditors or any class of them;

any distress, attachment or execution is issued, levied or enforced against the Member which is not satisfied or challenged in good faith by appropriate means within 14 days;

a person is appointed under any applicable law to investigate any part of the Member’s business or affairs or an application is made for the appointment of such an inspector, or an administrator (or equivalent) is appointed to the Member or any steps are taken for such an appointment; or

any other event occurs or circumstance arises, financial or otherwise, which, in the reasonable opinion of PRM, is likely materially and adversely affect the ability of the Member to observe any of its payment obligations to PRM or in any way adversely affect the reputation of PRM,

and in any such event the Member shall be deemed to be in breach of its obligation to purchase those Services.

7.    Limitation of Liability

Subject to the remainder of this clause 8, PRM offers no guarantee or warranty in respect of the Services it supplies to the Member, and all representations, conditions and warranties of any nature made in relation to the Services are expressly excluded from these Terms and shall not bind PRM.

To the extent permitted by law, where PRM becomes liable to the Member in any manner for any breach of any condition or warranty expressed or implied in relation to the supply of Services to the Member,  PRM’s liability will be limited, at PRM’s sole discretion to either:

the supplying of the Services again; or

the payment of the cost of having the Services supplied again.

If any action is brought by the Member against PRM, pursuant to Part 5.4 Division 1 of the Australian Consumer Law, PRM’s liability will be as prescribed in Part 5.4 Division 1 of the Australian Consumer Law.

To the extent permitted by law, the Member releases and indemnifies PRM and its officers, employees, consultants and agents from and against all actions, claims, proceedings and demands (including those brought by third parties) which may be brought against it or them, whether on their own or jointly with the Member and whether at common law, under tort (including (without limitation) negligence), in equity, pursuant to statute or otherwise, in respect of any loss, death, injury, illness, cost or damage arising out of or in relation to any breach by the Member of any warranty provided by it under clause 4.2(c) and (d).

To the extent permitted by law, PRM will have no liability to the Member however arising, including, without limitation, under any cause of action or theory of liability, in respect of special, indirect or consequential damages, loss of profit (whether direct or indirect) or loss of business opportunity, arising out of or in connection with these Terms or any supply made pursuant to them.

8.    Indemnity

The Member shall keep PRM indemnified against all costs, claims, demands, expenses and liabilities of whatsoever nature, including, without limitation, claims of death, personal injury, damage to property and consequential loss (including loss of profit) which may be made against the Member or which the Member may sustain, pay or incur as a result of or in connection with the provision of the Services unless such costs, claim, demand, expense or liability shall be directly and solely attributable to any breach of contract or guarantee by, or negligence of, PRM or its duly authorised employee or agent.

9.    Cost Recovery

Any expenses, costs or disbursements incurred by PRM in recovering any outstanding monies owing by the Member, including, without limitation, debt collection fees and solicitors costs (on a full indemnity basis), shall be paid by the Member.

10.  Intellectual Property

The Member warrants to PRM that all documents provided by the Member are accurate and that PRM is entitled to use all such documents for the purposes of these Terms and that such use does not infringe any third party’s intellectual property rights. The Member indemnifies PRM against all claims and all losses and damages incurred by the Company as a result of documents provided by the Member to PRM for the purposes of or in the course of the supply of the Services breaching a third party’s intellectual property rights.

If the Member receives any confidential information from PRM the Member may not use or disclose such information unless it receives the prior written consent of PRM, such information enters the public domain (other than as a result of a breach of this clause) or the use or disclosure is required by law.

11.  Confidentiality

Neither PRM nor the Member will disclose any information of the kind referred to in section 275(1) of the PPSA.

The Member will not authorise the disclosure of any information of the kind referred to in section 275(1) of the PPSA at any time.

12.  Severability

The whole or any part of a clause of these Terms shall be capable of severance without affecting the rest of these Terms.

13.  Governing Law

These Terms shall be governed by the laws of the State of South Australia (excluding its conflict of laws provisions) and the Member must submit to the non-exclusive jurisdiction of the courts of or exercising jurisdiction of that State and the Member waives, without limitation, any claim or objection based on absence of jurisdiction or inconvenient forum.

14.  Waiver

If PRM elects not to exercise any of its rights arising as a result of a breach of these Terms, that will not constitute a waiver of any rights of PRM relating to any subsequent or other breach.

15.  Force Majeure

The Supplier will not be in breach of any contract with the Member where it results from any act, matter or thing beyond the reasonable control of PRM.

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