In these Terms and Conditions, a reference to the following words has the meaning set out adjacent to them, unless the context in which the words are used requires otherwise:
- Accreditation means the status conferred upon satisfaction of specific requirements outlined in the Membership Schedule and the subsequent approval of SNA;
- Agreement means the Registration Form, Membership Schedule, these Terms and Conditions including any schedule, annexure or other attachment;
- Confidential Information includes any information which either party accesses or which is communicated to one party (Receiving Party) by the other (Disclosing Party) in the course of your Accreditation and Registered Membership and which:
- is identified as confidential; or
- which the Receiving Party should reasonably expect to be confidential.
- It includes, but is not limited to: any trade secrets or information relating to SNA, other Registered Members or clients; client lists or requirements; suppliers; terms of trade; pricing lists; or pricing structures; marketing information and plans; Intellectual Property; inventions; business plans or dealings; technical data; employees or officers; financial information and plans; designs; research activities; software and the source code of any such software; of the Contractor, Company or any Group Company.
- It does not include information which:
- is generally available in the public domain;
- is required to be disclosed by law by the Receiving Party.
- Facilities includes but is not limited to tools, equipment, machinery, weights or other amenities of SNA at the Location;
- Intellectual Property means any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), registered and unregistered trademarks, designs (whether or not registered or registrable), circuit layouts, trade names, trade secrets, business names, company names or internet domain names and copyright.
- Location means any establishment(s) or venue where the Services are carried out;
- Payment means the amount, method and frequency referred to in the Membership Schedule;
- Membership Schedule means the Membership Schedule to which these Terms and Conditions are attached;
- Registration Form means the Registration Form submitted for your application for Accreditation and Membership.
- Registered Membership means the membership conferred upon approval of SNA, creating a Registered Member;
- Services means the service offerings available to you as a Registered Member of SNA, as outlined in the Membership Schedule;
- SNA means Sports Nutrition Australia and includes reference to terms as ‘we’, ‘us’ or ‘our’;
- You means the Registrant or Registered Member.
This Agreement commences on the date that You are accepted as a Registered Member by SNA.
3. Scope of this Agreement
This Agreement does not create any fiduciary, employment, agency or partnership relationship between You and SNA.
4. Membership Schedule and Approval Process
- We retain discretion as to whether the Registration Form is approved and whether you are granted an Accreditation and Registered Membership.
- We will confirm to you via email whether we have or have not approved the Registration Form. If we are not satisfied that Accreditation and Registered Membership should be conferred, we will provide written notice to You. We are not obliged to provide You with reasons for our decision.
- By submitting your Registration Form You acknowledge and agree that You are eligible to practice as a sports nutritionist or provide Services in relation to same.
- You warrant that all information provided in the Registration Form, the Membership Schedule and via other forms of communication is, to the best of your knowledge, true, accurate and complete, and agree to maintain this standard of communication throughout the registration process and membership generally.
- SNA may in its absolute discretion request additional information, supporting documentation and professional references (if required) in order to assess your eligibly for Accreditation and to become a Registered Member.
6. Conduct as a Registered Member of SNA
- You must provide the Services with due care and skill, diligence, efficiency, honesty, and with integrity. Unethical or improper behaviour is not acceptable and must be reported to us via email or telephone.
- You must, at all times, comply with SNA’s Position Statement on Practicing Standards, risk assessment and triage processes, and its Code of Ethics.
- You must not engage in any conduct that might mislead, deceive or confuse any person in relation to, or otherwise misrepresent, the nature, status, scope or effect of your Registered Membership or Accreditation with us.
- You must not delegate your Registered Membership or Accreditation, or the activities associated with Registered Membership or Accreditation, to any other person.
- You must not copy, reproduce or duplicate the original SNA Accreditation Certificate issued by us.
7. Membership Fees and Payment
- Your first Payment will be payable on the date that approval of your Registration Form is granted, and the recurring Payments will be due on the same date of the following month or as otherwise set out in the Membership Schedule or agreed from time to time.
- It is your responsibility to ensure that on each Payment due date there are sufficient cleared funds in your nominated account to meet your scheduled Payment. Should your credit or debit card Payment decline on the agreed Payment date, we reserve the right to continue attempts to process your Payment. We will attempt to process the declined amount each day until successful. If You fail to clear the arrears prior to the following week / month’s debit, You will be charged twice on the agreed date to clear the arrears. If this Payment declines and You fall into arrears for more than one calendar month, we reserve the right to suspend this Agreement effective immediately and will deny You access to any online platforms or communication channels. Once You have cleared your arrears this Agreement may be reactivated. We reserve the right to charge an administration fee of $50 for each declined Payment.
- Should your credit or debit card expire or be cancelled, it is your responsibility to provide us with new card details to ensure Payments continue to be successfully debited.
- We may charge interest at the rate of 12.5% per annum on any amounts unpaid fourteen (14) calendar days after the Payment due date. We reserve the right to engage external debt collection Services for the collection of unpaid and undisputed debt, and the right to commence legal proceedings for any outstanding amounts owed to us. You will be liable for all costs involved, including legal fees where relevant.
- Our pricing structure, Payment methods, Payment processes and these Terms and Conditions may be amended at any given time at our reasonable discretion. All other changes will apply from the date that the amended or new Terms and Conditions are posted on our website or are provided to You, whichever is earlier.
8. Duration and Renewal of Accreditation and Registered Membership
- Subject to compliance with these Terms and Conditions, Accreditation and Registered Membership continues until the expiry date referenced on the Accreditation Certificate or as set out in the Membership Schedule.
- Your Accreditation and Registered Membership will be automatically renewed each calendar year, subject of course to your continued compliance with the terms of this Agreement. You shall inform us via email or telephone if You do not intend to renew your Accreditation or Registered Membership for the following calendar year.
9. Suspension or Termination of Accreditation and Registered Membership
- You may terminate your Accreditation and Registered Membership at any time by giving us at least thirty (30) days written notice. The notice must be sent to the email address nominated by us from time to time.
- We may suspend or terminate your Accreditation and Registered Membership if:
- You breach any of the terms set out in this Agreement;
- You require us to act unlawfully or unethically;
- We reasonably believe that Registered Membership is no longer appropriate; or
- You fail to make Payment.
- If your Accreditation and Registered Membership is terminated by either of us You agree, we are entitled to all Payments up for the full membership period.
- On termination of this Agreement You agree to promptly return (where possible) or delete or destroy (where not possible to return), our Confidential Information and Intellectual Property, and/or documents containing or relating to our Confidential Information and Intellectual Property.
- Any accrued rights or responsibility of us or You are not affected by the termination of this Agreement.
- On termination of this Agreement, we will remove your access to all Registered Membership Services including but not limited to online platforms and communication channels, face to face workshops and events and we will not be liable for any claims related to the removal of your access to these, your Registered Membership or Accredited status.
- Any use of our property, Facilities or Locations are at your own risk and you indemnify us against any and all claims, damages, costs or liabilities that may arise as a consequence of your use of the property, Facilities or Location.
- It is a requirement of the Privacy Act 1988 that You are informed about the collection of your personal information and how we may use it. The personal information You provide during the term of this Agreement is being collected for the purpose of processing your Registration and Accreditation. You have a right to access and make alterations to your personal information.
- We agree not to disclose your personal information to any third party. We will use your information for the reason it was disclosed, including the purpose of providing the Course to you, and not for any other purpose without your prior consent.
12. Confidential Information
- You agree not to disclose our Confidential Information to any third party; to use all reasonable endeavours to protect our Confidential Information from any unauthorised disclosure; and only to use the Confidential Information for the purpose for which it was disclosed or provided by us to You, and not for any other purpose.
13. Intellectual Property
- The work and materials that we provide to you in carrying out the Service contains material which is owned by or licensed to us, or owned by third parties, and is protected by Australian and international laws (Materials). We own the copyright in all creative, literary and original works incorporated in our Materials that we have created, including any sports nutrition programs, meal plans, exercise regimes, supplement programs, business plans, social media strategies and any other documents or concepts provided in either spoken or written form within the scope of your Accreditation and Registered Membership with SNA, including those disseminated during professional development seminars and the MHS Client Management Platform.
- You agree that we own all intellectual property rights in our Materials, and that nothing in these General Terms constitutes a transfer of any intellectual property ownership rights in our Materials, except as stated in these General Terms or with our written permission. Your use of our Materials does not grant you a license, or act as a right of use, any of the intellectual property in the Materials, whether registered or unregistered, except as stated in these General Terms or with our written permission.
- If You are provided with any Materials during your Accreditation or Registered Membership, then the copyright in these Materials shall remain vested with us and shall only be used at our discretion. You must not:
- alter or modify any of the Materials;
- create derivative works from the Materials; or
- use our Materials for commercial purposes such as on sale to third parties
without our prior express written permission.
- You acknowledge and agree that you must not use our Material to create a business that is similar to ours. If you do so, we reserve the right to immediately terminate your License.
- We reserve our right to pursue any loss or damage suffered as a result of copyright or Intellectual Property infringement by You or any third party.
- This clause survives termination of this Agreement.
- You shall obtain and maintain valid and enforceable public liability, professional indemnity insurance policies to cover any potential liabilities of:
- You, in the scope of your professional duties as a Sports Nutritionist; and
- SNA, arising out of any breach of this Agreement, or any act or omission committed by You, as if SNA were a jointly insured party under each of those policies.
- Upon request, provide us with certificates of currency and any other evidence of those insurance policies that we may reasonably require.
- If required by SNA, you must obtain and maintain your insurances through an insurer nominated by SNA.
- You are liable for and agree to indemnify, defend and hold us harmless for and against any and all claims, liabilities, suits, actions and expenses, including costs of litigation and legal costs, resulting directly or indirectly from:
- any information that is not accurate, up to date or complete or is misleading or a misrepresentation;
- us providing You with Accreditation and Registered Membership;
- any breach of this Agreement; and
- you delivering Services to the public.
- You agree to cooperate with us (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of you’re your Services including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information You have given us.
- The obligations under this clause will survive termination of this Agreement.
16. Limitation of Liability
- To the fullest extent permitted by law, we shall not be liable to You for any costs, expenses, loss of or damage to goodwill, loss of sales or business, loss or damage (whether direct, indirect or consequential, and whether economic or other) arising from your Accreditation and Registered Membership, or any termination of the rights granted to You under, or otherwise in connection with, this Agreement.
- Our liability to You whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising in connection with this Agreement, shall at all times be limited to the amount of Payments made by you under this Agreement.
17. General Matters
- Any amendments to this Agreement must be made in writing or if agreed verbally between us, must be confirmed in writing within a reasonable time after such verbal agreement.
- You agree that we may use email to communicate with You and may use the email address that You provide to us for that purpose.
- You agree to release us from any liability for any loss which You might incur if an email is intercepted or corrupted during transmission or if a document which we prepare for You is altered by You or any other party without our written consent.
- This Agreement is governed by the laws of your local region and each of us agree to submit to the non-exclusive jurisdiction of the courts of your local region.
- This Agreement may be executed, in original form, by facsimile transmission or by electronic signature, and in any number of counterparts each of which will be considered to constitute the same instrument.
Any provision of this Agreement that is illegal, void or unenforceable will be severed without prejudice to the balance of the provisions.