About our Services - Information for Members

Overview

The Registered Clubs Association of New South Wales (ABN 61 724 302 100), or one of its related or controlled entities (each referred to as ClubsNSW, we, us, or our) represents the interests of member clubs in New South Wales, making an important contribution to state and national policy, industrial relations and raising the profile of the industry through media and PR communication campaigns.

ClubsNSW offers a range of services to Members. This document governs each party’s rights and responsibilities when ClubsNSW provides these services to a Member.

1. About clubsNSW services

1.1. ClubsNSW provides Services on the terms set out in this document. By paying the membership fee, Members agree that the terms and conditions in this document will apply to Services provided by ClubsNSW.

1.2. Different terms and conditions may also apply to individual Services. If so, those additional terms and conditions will be set out in a further document that applies specifically to that Service (Service Terms).

1.3. We will perform Services:

1. with a reasonable degree of skill, care and diligence; and
2. using appropriately qualified or trained personnel.

1.4. To be able to deliver Services to you, we may ask you to:

1. make available information or materials that may be required by ClubsNSW’s staff or subcontractors to perform the Service; or
2. provide your cooperation or assistance to ClubsNSW as we deliver the Service.

1.5. Without this support, we may not be able to provide you with the relevant Service or may not be able to meet our service standards.

1.6. Where ClubsNSW agrees to pay (on your behalf) for the cost of services you engage a third-party services provider to perform for you, you acknowledge and agree that:

1. the engagement for such services is directly between you and the third-party services provider, and ClubsNSW is not a party to any such engagement;
2. you are responsible for ensuring that the services performed by the third-party service provider will be fit for your particular purpose; and
3. ClubsNSW is not responsible for, and does not accept any liability arising from, the performance of such third-party services.

2. Payment & invoicing

2.1. You agree to pay the Fees for any Services as specified in the relevant Service Terms.

2.2. ClubsNSW will issue invoices as specified in the Service Terms. Payment terms are 14 days from the date of the invoice, unless a different period is specified in the Service Terms.

2.3. All amounts must be paid in full without any set-off, counterclaim, deduction or withholding.

2.4. If you have any questions or think there is an error in relation to the amount of an invoice, please contact us so that we can help you resolve the issue.

3. Payment & invoicing

3.1. Unless stated otherwise, all amounts are stated exclusive of GST.

3.2. If any GST is payable, we will provide you with a tax invoice and you agree to pay the GST Amount as specified.

4. Subcontracting

4.1. ClubsNSW may sometimes engage subcontractors to perform Services.

4.2. If so, ClubsNSW remains responsible to you for how well the Services are performed. Please contact us if you have any concerns.

5. ClubsNSW systems

5.1. Some Services may require you to access ClubsNSW Systems. As with all technology and systems, sometimes things can go wrong. For that reason, unless we have specified otherwise, ClubsNSW does not guarantee:

1. the availability, capacity or response of the ClubsNSW Systems;
2. that access to ClubsNSW Systems will always be continuous or free from all faults; or
3. that ClubsNSW Systems will be secure or free from bugs, viruses or any other type of malicious code or software.

5.2. ClubsNSW continues to develop, upgrade and improve ClubsNSW Systems and to implement new features, functionality and other developments for the benefit of Members. However, nothing in this document is intended to require ClubsNSW to do so.

5.3. If any Services require you to use or connect your own equipment, please make sure that these are technically compatible, and that you comply with any user guides, procedures or other guidelines notified by ClubsNSW.

5.4. Please note that when using ClubsNSW Systems, you remain responsible for:

1. the content and security of any data or information which you send or receive;
2. maintaining the security of any user identification code, password or other information used as part of a security procedure to access ClubsNSW Systems, including choosing an appropriate password that is sufficiently secure to prevent it being guessed or circumvented;
3. any use of the ClubsNSW Systems (or equipment connected to the ClubsNSW Systems), by you or any third party and whether authorised or not; and
4. compliance with any laws that might apply to your access to ClubsNSW Systems.

5.5. When using the ClubsNSW Systems, you must not:

1. alter, tamper, reverse engineer, repair or attempt to repair any hardware or software supplied by ClubsNSW in connection with the Services (or allow a third party to do so), unless following instructions from a representative authorised by ClubsNSW;
2. use ClubsNSW Systems in any manner that might disable, overburden, damage, or impair the ClubsNSW Systems or interfere with anybody else’s use of the ClubsNSW Systems;
3. attempt to gain unauthorised access to, or use any device, process or means to access the ClubsNSW Systems or to copy or monitor material on the ClubsNSW Systems or that interferes with the proper working of the ClubsNSW Systems; or
4. interfere with, damage or disrupt any parts of the ClubsNSW Systems, the server on which the ClubsNSW Systems is stored, or any server, computer or database connected to the ClubsNSW Systems.

6. ClubsNSW intellectual property

6.1. ClubsNSW owns various intellectual property (ClubsNSW Intellectual Property). You may only use ClubsNSW Intellectual Property with written permission or as specified in the relevant Service Terms.

6.2. Any new Intellectual Property Rights created while the Services are being performed belong to ClubsNSW, unless a different position is set out in the Service Terms.

7. Reliance on clubsNSW information

7.1. Any information, circular or opinion provided by ClubsNSW (ClubsNSW Materials) is provided for general information purposes only. ClubsNSW Materials apply to all clubs that may have different circumstances.

7.2. ClubsNSW Materials are not intended to be, and should not be relied on, as legal, financial or any other form of professional advice, unless this is expressly stated. Members should always take professional advice about their own individual circumstances.

7.3. Although every effort is made to ensure the accuracy of ClubsNSW Materials, errors or omissions can occur from time to time. Please contact us if you have any concerns.

7.4. ClubsNSW Materials are intended for the addressee only. You should not copy, amend or distribute any ClubsNSW Materials without our permission.

7.5. ClubsNSW provides a wide range of Services. If you are planning to use the Services to help comply with different laws or regulations, it is still your responsibility to ensure that the Services are sufficient to satisfy and comply with that law or regulation.

8. Events beyond our control

8.1. Sometimes we may not be able to perform an obligation or may be delayed because of events beyond our control – a Force Majeure Event. If that happens, we may suspend our obligations while the Force Majeure Event lasts. We are not liable if we can’t perform an obligation during this time.

8.2. If a Force Majeure Event occurs, we will:

1. give you a notice of the event and an estimate of how long it will last;
2. take reasonable steps to overcome the effects of the event (although this doesn’t require the settlement of industrial disputes or other claims on unreasonable terms); and
3. restart compliance as soon as practicable after the Force Majeure Event ends.

8.3. The occurrence of a Force Majeure Event does not affect a party’s obligations to continue making payments.

9. Confidentiality

9.1. While providing you with Services, you may share Confidential Information with us, and you may become aware of Confidential Information about us. Each party must take reasonable steps to keep the other party’s Confidential Information secure from loss, damage or unauthorised access, use or disclosure.

9.2. We will only use your Confidential Information for providing the Services. We will contact you and seek your permission if we need to use your Confidential Information for any other purpose.

9.3. Either party may disclose the other party’s Confidential Information if required to do so by law or a regulatory authority.

9.4. If either party becomes aware of a breach of confidentiality, it must:

1. notify the other party as soon as possible;
2. promptly provide any information or assistance which the other may request; and
3. co-operate with the other party in any investigation or litigation conducted by the other party to protect its rights in its Confidential Information.

10. Data security & personal information

10.1. ClubsNSW will comply with its Privacy Policy and all Privacy Laws when providing its Services. 

10.2. Sometimes ClubsNSW need to collect Personal Information from you, or on your behalf, to perform the Services. If so, ClubsNSW will:

1. take all reasonable steps to ensure that the Personal Information is protected against misuse and loss, and from unauthorised access, modification or disclosure;
2. use the Personal Information only for the purpose of performing the Services, or as permitted under the Privacy Policy; and
3. notify you if it becomes aware that a disclosure of Personal Information may be required by a law, regulation or governmental body. 

10.3. If a party becomes aware (or reasonably suspects) that there has been any unauthorised access to, or disclosure or loss of, any Personal Information collected in connection with the Services (Data Breach), that party must notify the other party.

10.4. If the Services involve you providing us with Personal Information:

1. you will need to ensure that you have complied with all legal requirements and obtained consent from any individuals who are providing their Personal Information. We may ask you to confirm this; and
2. we may need you to cooperate with ClubsNSW: 
   1. in any investigations or enquiries undertaken by ClubsNSW or by a regulator or law enforcement agency in relation to a Data Breach;
   2. if ClubsNSW believes it is required, to notify affected individuals or the relevant regulator; and
   3. immediately take any reasonable steps notified to you by ClubsNSW to help contain and resolve a Data Breach or prevent any further serious harm to affected individuals. 

11. Suspension of services

ClubsNSW may immediately cancel, limit or suspend a Service at any time if:

1. you fail to pay any Fees or any other amount owing to ClubsNSW on time;
2. you misuse the Service or ClubsNSW Systems;
3. your use of a Service damages, or risks damaging the reputation of ClubsNSW or of registered clubs;
4. the supply or use of a Service becomes unlawful;
5. a Force Majeure Event occurs;
6. you cease to be a member of ClubsNSW; or
7. after giving you reasonable notice, ClubsNSW decides to modify or discontinue providing a Service.

12. Dispute resolution

12.1. In the unlikely event that a Dispute occurs in relation to a Service, the parties agree to deal with it as follows:

1. you should first please notify ClubsNSW of the issue (or we will notify you) so we can attempt to resolve it to our mutual satisfaction; and
2. if the Dispute is serious or can’t be quickly resolved, the parties can refer the Dispute to their respective chief executive officer or board of directors, or equivalent (or somebody nominated by them), who will attempt to resolve it.

12.2. The above steps should be taken before a party starts legal proceedings against the other.

12.3. A failure to exercise or a delay in exercising any right, power, privilege or remedy in relation to a Service does not impair or operate as a waiver of any right, power, privilege or remedy.

13. Liability

13.1. ClubsNSW excludes all implied conditions and warranties to the full extent permitted by law.

13.2. In relation to any Claim made in connection with the Services, ClubsNSW and its officers, employees and agents, to the full extent permitted by law:

1. exclude any liability for Consequential Loss; and
2. otherwise, limit any liability (in aggregate) to the remedies set out in paragraph 13.3.

This applies whether a Claim arises under contract, negligence, tort, statute, or otherwise, and irrespective of when the Claim is made.

13.3. The liability of ClubsNSW and its officers, employees and agents, is limited to, at ClubsNSW’s option:

1. in the case of goods: the replacement of the goods or re-supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or acquiring equivalent goods or the payment of the cost of having the goods repaired; and
2. in the case of services: the supply of the services again or the payment of the reasonable cost of having the services supplied again.

13.4. The limitations and exclusions of liability do not apply to:

1. any obligation to pay Fees;
2. any Claim arising out of criminal or wilful misconduct; or
3. any liability that cannot be excluded by law.

13.5. The amount of a party’s liability in respect of any Claim made by the other will be reduced by the extent to which the other party contributed to the Loss arising from the Claim.

13.6. The parties will each take all reasonable steps to reduce and mitigate any Losses incurred in connection with a Service.

14. Correspondence

14.1. Any correspondence should be sent in writing and in English and be delivered:

1. either personally, by courier or by pre-paid post to the party’s registered office or any other address specified in the Service Terms; or
2. by email to the email address specified in the Service Terms (or the email address of a person who has been authorised by ClubsNSW in relation to that Service).

14.2. A notice will be treated as having been received:

1. if delivered personally or by courier, when left at the address of the recipient;
2. if sent by prepaid post, five Business Days after the date of posting; or
3. if sent by email, five hours after the time sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that the email has not been delivered).

14.3. If this results in a notice being treated as received outside the period between 9.00am and 5.00pm on a Business Day (at the location of the recipient), the notice is instead treated as having been received at the start of the next Business Day.

15. General

15.1. Relationship. ClubsNSW is an industry association representing the collective interests of registered clubs. When ClubsNSW provides Services to an individual Member, ClubsNSW acts as an independent contractor. This document is not intended to make either party the employee, agent or legal representative of the other for any purpose whatsoever, nor constitute a joint venture or partnership between the parties.

15.2. Your rights as a Member of ClubsNSW. Nothing in this agreement is intended to amend or displace the Constitution of ClubsNSW or affect any of your rights or responsibilities as a Member of ClubsNSW, or that arise under that Constitution or as a result of relevant legislation.

15.3. Severability. If any part of this document is found by a court to be void, illegal or unenforceable in any respect under any law, that part is to be regarded as having been deleted. The validity, legality and enforceability of the other parts is not affected or impaired.

15.4. Entire agreement. This document (together with any Service Terms or any other document agreed between us in writing) is the entire agreement between the parties in relation to a Service. It replaces any previous agreement or representations about the Services.

15.5. Amendments. ClubsNSW may make changes to this document or the basis on which it provides Services from time to time.

15.6. Assignment and other dealings. A party may only assign, novate, transfer or deal in any other manner with any or all of its rights or obligations in relation to a Service with the prior written consent of the other party.

15.7. Governing law and jurisdiction. Services are provided, and this document should be construed, in accordance with the laws of the State of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of the State of New South Wales, Australia.

16. Definitions & interpretation

16.1. If there is any inconsistency between this document and the Service Terms, the Service Terms take priority to the extent of that inconsistency.

16.2. References to ClubsNSW in this document include its related bodies corporate.

16.3. A reference to you or your in this document is a reference to your Club. A reference to we or us is a reference to ClubsNSW.

16.4. In this document, the following words or phrases have the meaning set out in the table:

16. Contact ClubsNSW

For any further information about Services, Members can also contact ClubsNSW by calling ClubAssist on 1300 730 001.