Terms and conditions
These terms and conditions (Terms of Membership) govern the relationship between Fresh Networking Pty Ltd ACN 617 779 656 (FRESH) and You in relation to your membership of Fresh Networking (Membership).
Subject to compliance with these Terms of Membership and FRESH’s acceptance of your Application, in consideration of your payment of the Fees, FRESH agrees to provide Membership to You on the terms of these Terms of Membership.
(a) FRESH promotes business relationships and transactions through networking and other events and through Members referring business to one another.
(b) Subject to the conditions set out in clause 3 being fulfilled, in consideration of Your payment of the Fees in accordance with clause 4, FRESH will provide You with Membership to Fresh Networking. As a Member, FRESH will:
(i) allocate You to a Member Hub and allow you to attend all Member Hubs;
(ii) provide You with access to Members only Facebook page;
(iii) invite You to networking and social events conducted by FRESH; and
(iv) promote Your business, by publishing your name and business on the Fresh Networking website under the relevant Member Hub.
(c) When your Membership is approved, You will be allocated to a Member Hub. Subject to clause 7(a)(iii), 7(a)(iv) and 1.1(d), FRESH will use its best endeavours to ensure that You are the only business in Your industry or field (for example, advertising, accounting, insurance) represented in that Member Hub.
(d) Pursuant to clause 5.1(a)(ii) below, you are required to use your best endeavours to bring one visitor to a Member Hub meeting at least once per calendar month. If you bring less than eight (8) visitors per calendar year (on a pro-rata basis) to a Member Hub meeting, FRESH will not be required to keep your industry or field category exclusive to You at Your Member Hub.
1.2 Classes of Membership
(a) FRESH may, from time to time and at any time:
(i) establish different classes of Membership;
(ii) designate the inclusions, rights and obligations associated with each class of Membership; and
(iii) set the Membership Fees payable in connection with each Membership class,
collectively referred to as Membership Packages, with each bundle of rights, obligations, and fees referred to as a Membership Package.
(b) The Membership Packages, and the inclusions, rights and obligations attached to each Membership Package at any given time, can be viewed here: Membership Packages.
(c) Upon submitting an Application or renewing Your Membership, You:
(i) must designate the Membership Package that will be applicable to Your Membership; and
(ii) confirm that you have read and accept the rights and obligations stipulated by FRESH in connection with that Membership Package.
(d) A failure adhere to any restriction of your Membership Package (as set out in the Membership Package Page, or is otherwise communicated to you by FRESH) is a fundamental breach of these Terms of Membership and may result in the cancellation of your Membership pursuant to clause 8. For example, a Member with an “Online Only” Membership Package will be in breach of these Terms of Membership if they attend a meeting of a Membership Hub held in a café/venue.
(e) FRESH may vary the terms applicable to Your Membership Package from time to time and at any time. FRESH will provide a minimum of 30 days’ notice of any changes to the terms of Your Membership Package by email to your last recorded email address. The changes to your Membership Package will take effect:
(i) immediately, if the changes do not cause a material change in the inclusions, rights and obligations associated with your Membership; or
(ii) when you renew the Your Membership for a Further Term, if the changes are material or relate to a change in the Fees associated with your Membership Package.
(f) You may vary Your Membership Package at any time during the Term by written notice to FRESH of your wish to do so. Unless FRESH cannot allocate you to a Member Hub that meets your requested Membership Package (e.g. because there is no ability to accommodate Your profession or industry within a Member Hub for the requested Membership Package), FRESH will use its best endeavours to facilitate the change in Membership Package.
(g) The variation of Your Membership Package to an option with lower Fees will not entitle You to a refund of any Fees already paid for that Term. However, if Your Membership is renewed for a Further Term, the Fees payable for the Further Term will be at the rate applicable to Your new Membership Package.
2 Membership Hubs
(a) FRESH may, from time to time and at any time, establish such Membership Hubs as it deems appropriate and designate the composition of such Membership Hubs and the nature of the meetings that they hold. Without limiting the generality of this clause, Membership Hubs may be required to meet:
(i) online via Zoom (or such other video-conferencing software that meets FRESH’s standards);
(ii) in person, at a café or other hospitality venue that meets FRESH’s venue standards; or
(iii) in any other manner as FRESH deems appropriate.
(b) You will be allocated to a Membership Hubs that aligns with Your choice of Membership Package. Once you have been allocated to a Membership Hub, You will be required to adhere to the meeting requirements of that Membership Hub.
2.2 Changes to Membership Hubs
(a) FRESH may, in its absolute discretion, direct a Membership Hub to make changes to:
(i) the manner in which the Membership Hub meets;
(ii) the days on which the Membership Hub meets;
(iii) the time and location of its meetings;
(iv) its leadership team and composition; and
(v) any other aspect of the operations of the Membership Hub reasonably required by FRESH.
(b) Without limiting the generality of clause 2.2(a), FRESH may direct a Membership Hub to hold a meeting online if:
(i) the total number of members allocated to that Membership Hub does not exceed 10 members;
(ii) a Membership Hub is not permitted to meet in person (e.g. due to a public health order, or other legal impediment);
(iii) the venue at which meetings were held is not available (either on a temporary or permanent basis); or
(iv) any other matter or thing arises requiring changes to the manner, time, or location of the Membership Hub meetings.
(c) You must adhere to any changes to the meeting requirements of Your Membership Hub made pursuant to this clause 2.2, regardless of the Membership Package applicable to Your Membership. If You cancel Your Membership as a result of any changes to Your Membership Hub, You will not be entitled to any refund of the Fees (or part thereof) that You have paid in respect of Your Membership.
2.3 Dealings between Members
(a) FRESH does not endorse any Member, or their expertise, standards or capabilities and accepts no liability in relation to any business conducted by or between Members.
(b) A decision to conduct business with another Member is the sole responsibility of the Member and is conducted at each Member’s sole discretion and risk.
3 Becoming a Member
(a) Prior to your Membership being considered by FRESH for acceptance, You must:
(i) submit an Application to FRESH; and
(ii) attend a pre-approval interview (either by Zoom, phone or in person) with a member of FRESH’s membership team.
(b) The submission of an Application is conclusive evidence that You have read and accepted these Terms of Membership and that they are binding on You.
(c) FRESH will give You written notice of any acceptance of your Application. FRESH may accept or reject Your Membership in its sole discretion.
(d) On acceptance of Your Application by FRESH, You will be required to pay the Fees in accordance with clause 4(a)(i).
(e) Subject to acceptance of Your Membership, Your Membership and a binding agreement between You and FRESH (comprising these Terms of Membership) will commence on the date you pay the Fees, and will continue for the Initial Term, unless terminated earlier pursuant to these Terms of Membership.
(a) At the end of the Initial Term, You may apply to renew Your Membership for a Further Term. Once accepted, you must pay the Membership Fee in accordance with clause 4(a)(ii).
(b) FRESH may accept or reject an application to renew Your Membership for a Further Term in its sole and absolute discretion.
(c) Without limiting FRESH’s discretion under clause 3.2(b), the following procedure may be adopted by FRESH upon receipt of Your application to renew Your Membership for a Further Term:
(i) if You have introduced at least 8 visitors to your Member Hub meeting in a calendar year (on a pro rata basis), FRESH will consider and determine Your renewal application within 5 business days;
(ii) if you have introduced at least 5, but not more than 8, visitors to your Member Hub in a calendar year (on a pro rata basis), the renewal of Your Membership will be subject to:
(A) a meeting between You and FRESH and/or the leaders of Your Member Hub; and
(B) FRESH’s absolute discretion; and
(iii) if you have not introduced at least 4 visitors to Your Member Hub in a calendar year (on a pro rata basis), Fresh may:
(A) not offer You a renewal of Membership for a Further Term; or
(B) invite you to a meeting with FRESH and/or the leaders of Your Member Hub to discuss the renewal of your Membership.
4 Fees & Payment Terms
(a) You must pay:
(i) on acceptance of your Membership by FRESH, the Application Fee and the Membership Fee; and
(ii) on each renewal of your Membership, the Membership Fee.
(b) FRESH will invoice You for the Fees upon acceptance of your Application.
(c) All invoices are payable within 7 days of receipt.
(d) FRESH may vary the Fees from time to time on notice to you. FRESH will provide a minimum of 30 days’ notice of fee changes by email to your last recorded email address. Such change in Fees will be effective when You renew your Membership for a Further Term.
5 Your Obligations
5.1 Membership obligations
(a) As a Member of Fresh Networking, You must:
(i) subject to clause 5.1(b), attend the meeting for your Member Hub every fortnight;
(ii) use your best endeavours to bring one visitor to a Member Hub meeting at least once per calendar month;
(iii) use your best endeavours to participate in social gatherings conducted by FRESH;
(iv) if Your Membership Package involves meeting at a café, purchase breakfast from the venue at every meeting of a Member Hub;
(v) undertake, within 90 days of acceptance of your Membership by FRESH, Fresh Mentoring (including all associated Fresh academy training);
(vi) not SPAM or send excessive or unsolicited marketing or other material to Members or visitors to a Member Hub;
(vii) be an active and motivated Member of Fresh Networking;
(viii) volunteer and accept leadership roles within Your Member Hub;
(ix) only advertise and promote Your business and events on the platforms and in the manner that is approved by FRESH from time to time (e.g. the Member Events Facebook Page);
(x) promote the growth of Your Member Hub, and not seek to unreasonably restrict access to Your Member Hub to other Members (or prospective Members) from Your industry, profession or field; and
(xi) treat each Member or person you interact with in connection with your Membership with respect. FRESH does not tolerate bullying and harassment of any kind.
(b) We understand that our Members have other commitments. For this reason, as a Member, You may be absent from the meeting of your Member Hub two (2) times every six (6) months.
5.2 Dealings with Collateral
From time to time, FRESH may provide You with Collateral. You must:
(a) not copy, or attempt to duplicate or imitate any Collateral;
(b) not assert, or seek to register, ownership of any Collateral in any way (including by adding any proprietary notice on any Collateral), or otherwise use Collateral in any way without express written consent from FRESH (except for the express purpose for which it was provided);
(c) not sell, lease, assign, or transfer, in whole or in part, or provide any third parties with the Collateral; and
(d) use all reasonable efforts to protect the Collateral from unauthorised use, reproduction, distribution or publication;
(e) only use the Collateral in the manner that is approved by FRESH (as may be communicated to You from time to time); and
(f) keep the Collateral confidential,
unless otherwise expressly agreed by FRESH in writing.
6 Privacy and Direct Marketing
6.1 Your information
(b) FRESH may send You promotions, offers or other direct marketing. You can opt out of receiving these communications at any time, however declining to receive communications from FRESH may mean that You cannot take full advantage of your Membership.
(c) FRESH does not authorise and is not in any way responsible for marketing communications sent to Members by other Members. If You do not wish to receive marketing or other communications from another Members, You should contact that Member directly.
6.2 Your responsibilities
(a) As a Member, You may have access to the names and contact details that FRESH may collect about other Members and visitors to Your Member Hub.
(b) You must:
(i) treat all personal information that comes into Your possession or control as a consequence of Your Membership with utmost confidence in line with clause 10;
(ii) not use the personal information made available to You by FRESH for the purposes of direct marketing to other Members or visitors of Your Member Hub without their prior consent;
(iii) only use the personal information made available to You by FRESH for the purpose for which FRESH intended, as communicated to You from time to time (e.g. to fulfil a leadership role within Your Member Hub); and
(iv) adhere to any policies and procedures implemented by FRESH in relation to the storage, access or use of all personal information.
(c) The obligations of this clause 6 are fundamental terms of Your Membership. A failure to adhere to the provisions of this clause 6 may result in the termination of Your Membership.
7 Representations, warranties and acknowledgements
(a) You acknowledge and agree that:
(i) You have exercised your own judgment in respect of Membership and have not relied on any representation, promise, warranty or undertaking by FRESH, its directors or agents;
(ii) FRESH delivers its services through the establishment of Member Hubs. The success and growth of Member Hubs is the responsibility of Members and may be determined by the efforts of each individual in the Member Hub;
(iii) FRESH provides no representation, promise or undertaking as to the composition of Members in each Member Hub. You may not be the only Member in Fresh Networking who is a professional in your field or industry, nor may there be other professionals with whom You wish to conduct business in your Member Hub or any of the Member Hubs in Fresh Networking;
(iv) FRESH may, at its discretion, divide a particular profession or industry into multiple sub-categories (e.g. residential mortgage broking and commercial finance). If a profession or industry has been divided into sub-categories, FRESH may assign multiple Members from the same profession or industry to the same Member Hub, one for each designated sub-category;
(v) FRESH makes no representation, promise or undertaking whatsoever as to whether You will receive any referrals, introductions, leads or business of any kind as a result of Your Membership; and
(vi) FRESH may introduce new Members to existing Member Hubs, and in its sole discretion restructure or disband a Member Hub. If Your Member Hub is restructured or disbanded, where possible, You will be offered a position in another Member Hub. If You are offered a position in a number Member Hub, but You decline that invitation, Your Membership will be terminated and FRESH will not be required to refund any Fees that You have paid.
(b) You warrant in favour of FRESH the accuracy and legality of all representations that You provide to FRESH and Members, and the representations that FRESH provides to others (including Members) on your behalf (with your authority). You agree that You are fully liable for any and all loss, damage or liability incurred by FRESH or another Member arising as a result of breach of this warranty.
(c) You unconditionally and irrevocably agree that FRESH, its directors, employees and agents, are not liable to You in any way for any loss, damage, liability or injury incurred by You or the business that You represent arising directly or indirectly in connection with your Membership or this agreement with FRESH.
(a) You may cancel your Membership at any time before the expiry of the current Term on written notice to FRESH.
(b) FRESH may terminate your Membership:
(i) immediately on notice to you:
(A) if You fail to make payment of your Fees, without prejudice to FRESH’s rights to recover any overdue payments;
(B) pursuant to clause 7(a)(vi);
(C) You persistently and repeatedly breach these Terms of Membership, even if each individual breach has been remedied; or
(ii) acting reasonably, if You are otherwise in breach of these Terms of Membership and such breach, if capable of remedy, is not remedied within thirty (30) days of notice from FRESH of such breach; or
(iii) without cause on thirty (30) days’ notice to You subject to refund of a proportion of the Membership Fee being equivalent to the balance of the current Term.
(c) Upon termination of Membership You must continue to keep confidential all copies of any Collateral that FRESH has made available to You during the Membership.
(d) Unless your Membership is terminated in accordance with clause 8(b)(iii), any Fees paid are not refundable in the event of early termination by either party.
(e) For the purposes of clause 8(b)(i)(C), a “persistent” and/or “repeated” breach of these Terms of Membership will arise if FRESH has notified You of a breach of these Terms of Membership on at least 3 occasions in a calendar year.
9 Dispute Resolution
(a) If any dispute between You and FRESH arises out of or in connection with the Terms of Membership (Dispute), You must notify the director(s) of FRESH of the Dispute by email at email@example.com. The parties must use their best endeavours to resolve the Dispute within ten (10) business days of the matter being referred to the director(s) of FRESH.
(b) If the matters in Dispute are not resolved within ten (10) business days, the Dispute shall be submitted to mediation in Victoria in accordance with, and subject to mediation rules of the Resolution Institute.
(c) The mediation process will terminate if the Dispute is not settled within thirty (30) days of the commencement of mediation or the appointment of a mediator (whichever is the later date) (unless such period is extended by agreement of the parties). Once the mediation is terminated, either Party will be entitled to commence court proceedings in relation to the matter or matters in dispute.
(d) Notwithstanding the existence of a Dispute each party shall continue to perform its obligations under the Terms of Membership.
(e) In no circumstances will FRESH be responsible for any dispute arising between You and another Member. Any such dispute will be resolved between Members without any contribution or involvement from FRESH.
(a) The Terms of Membership and any other information made available to You by FRESH in relation to Membership (including Collateral and email communications intended for Members) is confidential information. You must not disclose and must keep that information confidential at all times until that confidential information becomes generally available to, and known by, the public other than due to a breach of an obligation of confidence owed by You under these Terms of Membership.
(b) You must not make or authorise any press release or other public statement concerning FRESH or your Membership without the prior written consent of FRESH.
(c) Any publicity, advertising, communications or other materials containing references to FRESH, or using FRESH’s intellectual property (whether registered or unregistered), must not be distributed or made public without FRESH’s prior written consent.
11 Transfer of Membership and assignment
Your Membership, and your rights and obligations under these Terms of Membership are not transferrable by you, nor able to be exchanged, resold or redeemed for cash. FRESH may assign or novate its rights or obligations under these Terms of Membership on written notice to you.
12 Implied Warranties
(a) These Terms of Membership and any warranties implied by law which are not capable of being excluded or modified embody the whole agreement between the parties and, subject to the express terms contained in these Terms of Membership, all previous negotiations, representations, warranties, arrangements and statements (if any), whether expressed or implied, including any collateral agreement or warranty, regarding the subject matter or the intentions of either of the parties are hereby excluded and cancelled. You acknowledge that You have not been induced to enter into these Terms of Membership by any representation, advice or information given or made by or on behalf of FRESH.
(b) To the extent permitted by law, should FRESH be liable for breach of a condition or warranty implied by Division 1, Part 3-2 of Schedule 2 (The Australian Consumer Law) of the Competition and Consumer Act 2010 (Cth) (other than a condition or warranty implied by section 51 of Schedule 2) FRESH’s liability for the breach will be limited to one of the following as determined by FRESH:
(i) the supplying of 12 months’ Membership again; or
(ii) the payment of the cost of having 12 months’ Membership supplied again.
13.1 No Waiver
Failure by FRESH at any time to enforce the provisions of these Terms of Membership will not be a waiver of any of FRESH’s rights under these Terms of Membership.
FRESH may give notice by email to amend these Terms of Membership. If you renew your Membership You will be deemed to have agreed to the amendment and such amended Terms of Membership will apply for the new Term following Your renewal.
13.3 Governing Law
These Terms of Membership are governed by the laws of Victoria in Australia, and the parties submit to the exclusive jurisdiction of the courts of or in Victoria and the courts of appeal therefrom.
14 Defined Terms and Interpretation
In these Terms of Membership:
(a) Application means your application for Membership made by completing the Membership Application Form.
(b) Application Fee means a fee payable by You to FRESH in accordance with clause 4 of these Terms of Membership in the amount set out in the Membership Application Form;
(c) Collateral means any documents or materials in any form (and all intellectual property rights therein) provided by FRESH to You or other Members in any form during the Term of your Membership;
(d) Fees means the Application Fee and the Membership Fee;
(e) Fresh Mentoring means member induction training conducted by or on behalf of FRESH;
(f) Fresh Networking means the Fresh Networking group provided by FRESH;
(g) Further Term means any further term, each of one year duration, of your Membership;
(h) Initial Term means the initial one year term of your Membership;
(i) Member means a member of Fresh Networking that has agreed to these Terms of Membership;
(j) Member Hub means a Fresh Networking group of Members normally meeting fortnightly, that is authorised and facilitated by Fresh;
(k) Membership Application Form means the form set out on the reverse of these Terms of Membership;
(l) Membership Fee means the annual fee payable by You to FRESH in accordance with clause 4 of these Terms of Membership in the amount set out in the Membership Application Form in respect of the Initial term and thereafter for Further Terms in accordance with clause 4(d);
(m) Membership means your membership of Fresh Networking;
(n) Term means the Initial Term and/or any Further Terms; and
(o) You means the person whose details are set out in the Membership Application Form and Your has equivalent meaning.