MEMBER AGREEMENT TERMS AND CONDITIONS
1. GENERAL INTERPRETATION
1.1. In this Agreement, unless the contrary intention appears:
LEG means: Leading Edge Group Limited trading as:
• LA (Leading Appliances);
• LEB (Leading Edge Books);
• LEC (Leading Edge Computers);
• LEE (Leading Edge Electronics Group);
• LE (Leading Entertainment);
• LEJ (Leading Edge Jewellers);
• SCTR (Smart Choice Tech Repairs Group);
• Leading Edge Retail;
• Leading Edge Retail Services;
• Leading Edge Retail Support; or
• Any other name that Leading Edge Group Limited trades under now or in the future; or
• Leading Edge Computers Pty Ltd (ACN 077 946 126).
A Member means: A signed party to this Agreement that has indicated its intent to utilise and pay for some or all of the benefits offered by the above entities whilst as a Category Member or Essentials Member, recognising that these benefits and their relationship with Leading Edge Group may change from time to time.
1.2. Headings are for ease of reference only and do not affect the meaning of this Agreement; the singular includes the plural and vice versa; and other grammatical forms of defined words or expressions have corresponding meanings;
1.3. A reference to a document or agreement, including this Agreement, includes a reference to that document or agreement as novated, altered or replaced from time to time;
1.4. A reference to a party includes its executors, administrators, successors and permitted assigns;
1.5. The order of the document has no relevance as to the importance of its contents;
1.6. Words and expressions importing natural persons include partnerships, bodies corporate, associations, governments and governmental and local authorities and agencies; and a reference to any statute or other legislation is to a statute or other legislation as amended or replaced from time to time; and
1.7. A reference to “including” means “including without limitation”.
2.1. The term of this Agreement will commence on the date of execution of this Agreement and will continue for a period of 12 months (Initial Term), unless otherwise terminated in accordance with this Agreement.
2.2. Upon the expiry of the Initial Term, this Agreement will automatically be renewed for further successive terms of 12 months each unless:
2.2.1. Either party provides written notice to the other party at least 60 days prior to the expiry of the initial or renewed term; or
2.2.2. LEG determines not to renew the Agreement in the circumstances set out in clause 2.3.
2.3. In the event that the Member:
2.3.1. Is in breach of its obligations under this Agreement, or the Credit Trading Terms;
2.3.2. Has been repeatedly in breach of its obligation under this Agreement or the Credit Trading Terms; or
2.3.3. Has brought the LEG brand into disrepute; then LEG may conduct a review of the Member’s Business and may require the Member to undertake such actions as it considers reasonably necessary to remedy any breaches of this Agreement by way of a written notice in accordance with clause 13.1 and in the event that the Member fails to comply with such notice then LEG can reasonably refuse its consent to a renewal of this Agreement and, if required by the Member, failure to resolve the dispute in accordance with clause 12. This right is without prejudice to LEG’s right to terminate this Agreement under clause 13.1.
A. All new members must pay a once off non-refundable joining fee except where a member transferred/sells an existing member business.
B. On-going membership fees for Branded Essentials Members are applicable, details provided during membership process.
C. On-going membership fees for unbranded Essentials Members are applicable, details provided during membership process.
3.1. LEG will ensure that the Member will have access to:
3.1.1. Supplier’s trade discounts where eligible;
3.1.2. The LEG central credit facility under the Credit Trading Terms where eligible;
3.1.3. Access to any member rewards program offered by LEG; and
3.1.4. LEG conferences, Expos and Roadshows where appropriate.
3.2. LEG reserves the right to close any member reward account if the Member is deemed, at LEG’s sole discretion, to be attempting to earn any cashback or discounts by fraud, deception, or any misuse of the service or in any other unacceptable manner.
3.3. If the Member ceases to be entitled to access any member reward program for any reason, then the Member’s account will be closed provided that the Member will have no less than 60 days from the date that your entitlement ceases in order to claim any cashback the Member is entitled to. In such case, if access to the Member’s account is restricted within the 60 days, the Member will need to contact LEG using the helpdesk in order to ask for payment.
3.4. LEG will endeavour to enhance the benefits available to Members by building and expanding support services designed to enhance and improve the businesses of its Members.
3.5. LEG may, at its sole discretion, decide to no longer offer any particular benefit as outlined in this clause 3. In such case it will provide Members with 30 days’ notice. The fees charged in association with this Agreement shall not alter because of any such decision, however the Member may elect to terminate this Agreement in accordance with Clause 13.
3.6. The Member accepts the Credit Trading Terms as varied in writing with notice by LEG from time to time.
4. MEMBER TERMS
4.1. The Member agrees to pay the following fees to LEG:
4.1.1. The Monthly Fee as specified in the addendum, which may be increased annually at LEG’s discretion. LEG may also increase this fee on an annual basis if LEG reasonably believes a fee increase is necessary in relation to the cost to LEG of providing the services to Members and subject to LEG giving thirty (30) days prior written notice to the Member. LEG may reduce the monthly fee without prior notice; and
4.1.2. An annual administration fee plus GST, as specified in the addendum, will be charged annually at the joining birthday of the membership. This administration fee is for paying suppliers through a central billing function and providing your business with a single invoice.
4.1.3. An initial joining fee as stipulated in the addendum will need to be paid within the first 30 days of joining.
4.2 The Member Fee will be payable monthly by the Member by direct debit and the Member agrees to complete and sign a Direct Debit Service Agreement with LEG.
4.3 LEG is entitled to charge the Member and the Member shall pay on demand to LEG Default Interest on any unpaid amount payable by the Member under this Agreement (including under the Credit Trading Terms) from the date it falls due until payment is received by LEG.
4.4 The Member agrees to inform LEG in writing of any material change to their operation, structure, ownership, solvency, business matters involving the police, or any other situation that is reasonably relevant to determining the viability of the Member’s business or to the success of the relationship between LEG and the Member.
4.5 The Member agrees to advertise it is a member of Leading Edge by the display of a window decal not less that 600mm X 200mm which will be placed on the Member’s front window in a position as directed by Leading Edge. Leading Edge will provide the initial decal when joining LE and should it become damaged or defaced at any stage the member should contact LE for a free replacement.
4.6 Members that have joined since 1st January 2022 will agree to participate in the Local like us program.
4.7 Members must sign a Direct Debit specifically to be used for the Gift card program.
4.8 Members must pay within 48 hours any amount outstanding because of Direct Debit being rejected for insufficient funds or any other reasons provided for rejection of DD.
4.9 Failure to pay activated rejected Direct Debits will mean cancelation of offending outstanding gift cards.
4.10 Members that wish to opt-out of the Local like us program can do so after 3 months of participation following the normal resignation process.
5. DISCRETIONARY MARKETING TERRITORY
5.1. LEG will not grant an exclusive discretionary marketing territory to a Non-Buying LEG Member.
6. INTELLECTUAL PROPERTY
6.1. LEG owns all Intellectual Property developed by it, or its personnel, or at its or their direction.
6.2. The Member must not use (in any form) LEG’s Intellectual Property without LEG’s prior written consent.
6.3. The Member must immediately notify LEG in writing of any actual, suspected, or anticipated infringement of any third party’s Intellectual Property that arises from or in connection with the Member’s Business.
6.4. The Member indemnifies LEG against all loss, expense and damage suffered or incurred by LEG which arises from or in connection with any claim made against LEG by any person alleging that the Member’s Business infringes that person’s Intellectual Property in circumstances where the Member uses the Intellectual Property in breach of this Agreement. LEG indemnifies the Member against similar claims being made against the Member where the Member has used the Intellectual Property in accordance with this Agreement.
6.5. The Member agrees that it will not, during or after the expiry or termination of this Agreement, without the prior written consent of LEG, use or adopt any name, trade name, trading style, or commercial designation that includes or is similar to or may be mistaken for the whole or any part of any trade mark, trade name, trading style or designation used by LEG.
6.6. The Member must immediately notify LEG in writing of any actual, suspected or anticipated infringement of any third party’s Intellectual Property that arises from or in connection with the Member’s Business.
6.7. The Member acknowledges that it will faithfully reproduce all copyrights, trademarks and other legends as they may appear in the Intellectual Property on all material and media, whether or not the Member is permitted to reproduce the same.
6.8. The Member acknowledges that the Intellectual Property of LEG is the sole property of LEG and the Member shall not, during or at any time after the expiry or termination of this Agreement, in any way dispute or challenge the validity of the ownership of LEG of any such rights.
7. CONFIDENTIAL INFORMATION
7.1. The Member will keep the Confidential Information of LEG confidential and will not disclose it or make it available directly or indirectly to any third party and the Member will use the Confidential Information solely for the purpose of performing its obligations under this Agreement where Confidential Information means all information relating to LEG’s business, employees, Preferred Suppliers, other Members, products and services, strategies and plans, technical information, know-how and other information in relation to the Business.
7.2. The Member will only disclose the Confidential Information of LEG to its officers, employees, professional advisers and permitted subcontractors who have a need to know the Confidential Information for the purposes of this Agreement (and only to the extent that it is needed) and have undertaken to maintain the confidentiality of the Confidential Information.
7.3. A Party will immediately notify the other of any actual or potential breach of confidentiality, disclosure or unauthorised use of LEG’s Confidential Information and will take all steps necessary to prevent or stop a suspected or actual breach of this clause. Upon demand and upon termination, expiry or completion of this Agreement, the Member must deliver to LEG all of the Confidential Information in its possession which is capable of being delivered and must delete, erase, or otherwise destroy any of LEG’s Confidential Information contained in computer memory, magnetic, optical, laser, electronic, or other media in its possession or control which is not capable of delivery to LEG.
7.4. The obligations of confidentiality under this clause 7 do not apply to Confidential Information which:
7.4.1. Is required to be disclosed by law;
7.4.2. Is already in, or which becomes available in, the public domain otherwise than through any default of the Member or any person acquiring the same from LEG;
7.4.3. Is disclosed to the Member by a third party without involving any breach of confidence; or
7.4.4. LEG has authorised in writing that the Member may disclose, so long as the Member promptly provides LEG with written notice of the required disclosure. So long as, in any such case, the Member promptly provides LEG with written notice of the required disclosure prior to such disclosure.
8.1. The relationship between the parties is one of independent contractors only. No party has the authority to bind the other party by contract or otherwise. The Member is not a franchisee and this is not a franchise relationship.
8.2. It is a condition of this Agreement that the Member must not represent or pass-off that the Member is LEG or that the Member is authorised to act on LEG’s behalf unless expressly specified in this Agreement.
8.3. The Member must comply with all laws, regulations, standards and codes applicable to the use of the services and the operation of the Members’ business. In particular, the Member must not engage in misleading or deceptive conduct.
8.4. The Member shall not disparage LEG’s name, trademarks, services or business operations or bring the name of LEG or any of its employees into disrepute in any manner or through any medium whatsoever.
8.5. The Member shall not apply for registration as a trademark business or company name any words or logos without LEG’s written approval that are the same as, identical or deceptively similar to LEG or other related trade marks (whether registered or unregistered).
8.6. Each party will appoint a representative (Representative) who will be the primary point of contact for each party in relation to day-to-day matters arising in relation to this Agreement. Where possible, all communications to either party should be addressed to that party’s Representative.
9.1. Each party warrants to the other party that as at the date of this Agreement, this Agreement constitutes a legal, valid and binding obligation on it enforceable in accordance with its terms by appropriate legal remedy.
9.2. Each party warrants that there are no actions, claims, proceedings or investigations pending or threatened against it or by it of which it is aware, and which may have a material effect on the subject matter of this Agreement.
9.3. Each party warrants that it has all licences, authorisations, consents, approvals and permits required by all applicable laws and regulations in order to perform its obligations under this Agreement, and otherwise complies with all laws and regulations applicable to the performance of those obligations.
9.4. The Member warrants that any information the Member has given or gives to LEG about the Member’s financial position and business is true and correct in all material respects.
9.5. Subject to those warranties expressly stated in this Agreement and those guarantees and warranties which cannot be specifically excluded under Australian legislation and regulations, all other terms, conditions, warranties, undertakings, inducements or representations, whether express or implied are hereby expressly excluded.
9.6. Each party warrants that it has executed this Agreement properly.
10.1. The Member shall at all times indemnify and hold harmless LEG and its officers, employees and agents from and against any loss, costs, expenses (including legal costs and expenses on a solicitor/own client basis), damages, demands or liability, whether direct or indirect, reasonably incurred or suffered by any of those indemnified arising from or relating to:
10.1.1. A breach by the Member of its obligations under this Agreement; or
10.1.2. Any wilful, unlawful, or negligent act or omission of the Member.
10.2. Each indemnity contained in this Agreement is a continuing obligation, separate and independent from the relevant party’s obligations. It continues after this Agreement expires or is terminated. It is not necessary for a party to incur expense or make a payment.
11. LIMITATION OF LIABILITY
11.1. LEG will not be liable for any claim, loss or expenses sustained or incurred by the Member arising in any way as a result of the unavailability of goods, any delay in delivery of the goods or any failure by a Preferred Supplier to deliver the goods.
11.2. To the maximum extent permitted by law, LEG shall not be liable in any circumstances for any economic or consequential loss (including but not limited to loss of profits, data or goodwill) suffered or incurred by the Member, arising out of or in connection with this Agreement (including from the supply or non-supply of the products or services, any negligent act or omission by LEG, any breach of contract, under any indemnity, or any other cause).
11.3. To the extent that the warranties implied under the Australian Consumer Law apply to services provided by LEG to the Member, LEG’s liability for any loss arising as a result shall be limited, to the maximum extent permitted by law as follows:
In the case of goods:
11.3.1. The replacement of the goods or the supply of equivalent goods;
11.3.2. The repair of the goods;
11.3.3. The payment of the cost of replacing the goods or of acquiring equivalent goods; or
11.3.4. The payment of the cost of having the goods repaired.
In the case of services:
11.3.5. The supply of the services again; or
11.3.6. The payment of the cost of having the services supplied again.
11.5 LEG will not be liable for any claim, loss or expenses sustained or incurred by any person arising in any way as a result of the unavailability of goods or services, any delay in delivery of the goods or services or any failure by a Supplier to deliver the goods or services.
11.6 Any advice, recommendation, information or representation provided by LEG as to the quality of the goods or their suitability for a particular purpose or otherwise in relation to the goods is given in good faith but without any liability or responsibility on the part of LEG. The Member acknowledges that it has not relied upon or been induced by any representation of LEG in respect of any goods and shall rely solely on any information or representations made by the Supplier.
11.7 If LEG is found to be liable to the Member at law, by statute, in equity or otherwise arising from the relationship between LEG and the Member, LEG’s total liability to the Member arising directly or indirectly from this agreement, is limited to $50,000, inclusive of any costs associated and irrespective of the number of acts, omissions, events, or series of events involved.
12. DISPUTE RESOLUTION
12.1. In the first instance disputes in relation to this Agreement must be brought to the attention of the Representative of LEG (appointed under clause 8.7). If reasonable resolution cannot be reached the dispute must be escalated to the CEO of LEG. Once the Member strictly complies with the requirements of this clause 12.1 and resolution of the dispute has not eventuated, the provisions of clauses 12.2 to 12.4 shall apply in relation to the dispute.
12.2. The parties agree to endeavour to settle the dispute by mediation.
12.3. Nothing contained in this clause will deny a party to this Agreement the right to seek injunctive relief where failure to obtain such relief would cause irreparable damage to the party concerned or their business. The dispute resolution procedure in this clause 12 will not apply to events giving rise to the immediate termination of this Agreement.
12.4. The parties must continue to perform their respective obligations under this Agreement pending the resolution of a dispute.
12.5. Each party will pay for their own costs of attending mediation. Parties will be equally liable for the costs of mediation unless they mutually agree otherwise.
12.6. This clause does not limit in any way a party’s right to seek any form of equitable relief including, without limitation, injunctive relief. The dispute resolution procedure in this clause does not apply to events giving rise to the immediate termination of this Agreement.
12.7. Within 7 days (or any longer period mutually agreed between the parties) after a Notification is given, a representative of each of the parties (“Dispute Officers”) must personally or through a nominee attempt to resolve the Dispute.
12.8. If the Dispute Officers cannot resolve the Dispute within 7 days after the Notification is given (or any longer period agreed between the parties), the parties agree to appoint or retain a third party mediator to seek mediation in respect of that dispute using in the first instance the Small Business Commissioner of NSW..
12.9. If a party considers that a dispute, difference or question arising out of this Agreement (“Dispute”) has arisen, that party must before commencing any legal proceedings in relation to the Dispute notify the other party giving details of the Dispute (“Notification”).
12.10. All questions, disputes or differences which arise between the parties with respect to this Agreement or its subject matter are to be resolved by the chief executive officers of the respective parties acting reasonably.
12.11. If the parties are unable to resolve the dispute within a period of 14 days, then either party will be entitled to take such further action as it sees fit.
13.1. A party may terminate this Agreement by written notice to the other party if the other party materially breaches this Agreement and fails to remedy such breach within a reasonable period (which need not be more than 30 days) of receipt of a notice from that party which sets out the nature of the breach and the action required to remedy it.
13.2. Either party may terminate this Agreement without cause at any time by providing the other Party with 60 days written notice. The notice period is deemed to commence at the end of the day on which LEG received the notification. In such circumstances, LEG will advise the Member of receipt, activation of notice period and the last day of membership.
13.3. The Member may immediately (or with effect from any later date it may nominate) terminate this Agreement by written notice to LEG if LEG becomes insolvent (as that term is defined in the Corporations Act 2001 (Cth)) or any step is taken to appoint a receiver, receiver and manager, an official manager, a controller, a liquidator, a provisional liquidator, an administrator or other like person of the whole or any part of LEG’s assets, undertaking or business.
13.4. LEG may immediately (or with effect from any later date it may nominate) terminate this Agreement by written notice to the Member in the event the Member:
13.4.1. becomes Insolvent (as that term is defined in the Corporations Act 2001 (Cth)) or bankrupt, or any step is taken to appoint a receiver, receiver and manager, an official manager, a controller, a liquidator, a provisional liquidator; an administrator or other like person of the whole or any part of the Member’s assets, undertaking or the Business; or if any step is taken by a mortgagee or charge to enforce a security held in respect of the whole or any part of the Member’s assets undertaking or Business, or if any step is taken to enter into any scheme of arrangement between the Member and its creditors;
13.4.2. is fraudulent in connection with the operation of the Member’s Business.
13.4.3. no longer holds a licence that the Member must hold to carry on the Member’s Business.
13.4.4. voluntarily abandons the Member’s Business for a consecutive period of 5 Working Days
13.4.5. operates the Member’s Business in a way that endangers public health and safety; or
13.4.6. if the Member fails to pay its account on time and is in breach of its Credit Trading Terms and fails to remedy such breach within 30 days’ notice or
13.5 If the Member owes money under the Central Billing Facility, the Member shall permit LEG to enter the premises where the goods are stored to inspect and/or seize the goods.
13.6 Where the Personalised Property Security Act (PPSA) applies to action taken by LEG in relation to the goods, the Member waives its right to receive any notices.
13.7 Termination of this Agreement is without prejudice to any payment obligations of either party arising before termination.
13.8 Upon termination of this Agreement for any reason, all rights of the Member under this Agreement shall cease and the Member agrees to pay all pay the expenses of LEG relating to the seizure or attempted seizure of any goods supplied under the Credit Trading Terms which have not been paid for (whether such attempt is successful or not) by repossession or otherwise, or any action at law or otherwise for recovery of any goods or any amounts owing to LEG including all legal expenses of LEG upon a solicitor and client basis.
14 CONSEQUENCES OF TERMINATION
14.1 Upon termination or expiration of this Agreement for any reason, all rights of the Member under this Agreement shall cease, and the Member shall have the following duties which survive termination or expiration of this Agreement the Member:
14.1.1 Must pay LEG, within 7 days of the date of termination or expiration, all sums owing under this Agreement, including any outstanding monies, fees or charges owed by the Member to LEG. Any outstanding dues may incur a daily interest charge of not less than 2%
14.1.2 Shall cease and desist from making any association between the Member and LEG , including representing or advertising that the Member was formerly a member of LEG;
14.1.3 Shall immediately cease and desist from all use of the Intellectual Property and shall deliver to LEG all materials and papers upon which any of the Intellectual Property appears and all Intellectual Property in the Member’s possession or control. The Member shall not at any time adopt or use any mark which is similar to or likely to be confused with the Intellectual Property;
14.1.4 Must remove all signage containing the words Leading Edge or the Business Name and logo and LEG reserves the right to remove such signage if the member fails to remove by the effective termination date at member’s cost;
14.1.5 Shall ensure that at the Member’s own expense all mention of the Intellectual Property in connection with the Member is removed at the earliest possible time from all telephone and other directories, directory assistance records, and every other place, publication or advertisement; and website/s
14.1.6 Must comply with any direction by LEG to transfer or deregister any trading name or business name containing the words Leading Edge or the Business Name.
14.2 Upon termination of this Agreement, if the Member fails to comply with the terms as outlined in clause 14.1, the Member will be advised in writing to make good under these obligations to the reasonable satisfaction of LEG.
14.3 If the Member does not comply with the make good directions issued by LEG in accordance with 14.2, the Member shall continue to pay LEG the normal monthly membership fees for each month or part of a month that they remain in breach of the directions under clause 14.2, backdated to the date the infringement was first notified. The Member acknowledges that this liquidated amount is a reasonable estimate of the likely damages LEG will incur as a result of the Member failing to comply with any make good directions by LEG under clause
15.1 Every notice under this Agreement shall be in writing, directed to the recipient’s address specified in this Agreement or as varied by written notice and may be given or made by personal delivery, left at or sent by prepaid registered post, hand delivered or emailed to that address.
15.2 Every notice sent pursuant to clause 15.1 shall be deemed to have been received (in the absence of contrary evidence) on the day of delivery if by hand, 3 days after the date of posting if by prepaid registered post or, if sent by email, when the sender’s system generates a message confirming successful sending of the notice, unless, within twenty-four hours after that transmission, the recipient informs the sender that it has not received the entire notice, as the case may be.
16 FORCE MAJEURE
16.1 Neither party shall be liable for any failure or delay to perform its obligations under this Agreement (other than an obligation to pay money) if that failure or delay is due to Force Majeure.
16.2 If either party is unable to perform its duties and obligations under this Agreement due to Force Majeure, such party shall give written notice to the other party as soon as possible specifying the cause and extent of such non-performance, the date of commencement of non-performance and the means proposed to be adopted to remedy or abate the Force Majeure.
16.3 During the continuance of such Force Majeure, the obligation affected by Force Majeure shall be suspended, but the party whose obligation is affected shall use all commercially reasonable endeavours to remedy or abate the Force Majeure as soon as possible, resume performance as soon as possible after cessation of the Force Majeure; and notify each party when the Force Majeure has terminated or abated to an extent which permits resumption of performance to occur.
16.4 Subject to any other termination provisions in this Agreement, a non-performance by either of the parties of any duty or obligation or condition under this Agreement shall be excused during the time and to the extent that such performance is prevented, wholly or in part, by an event of Force Majeure of which notice has been given under clause 16.2.
16.5 The period of time during which performance of any obligation or condition is prevented by Force Majeure shall be added to the time provided in this Agreement for performance of that obligation or condition and to the time required for the performance of any act dependent on that obligation or condition.
16.6 If a delay or failure by a party to perform its obligations due to Force Majeure exceeds 30 Working Days, either party may terminate this Agreement immediately on notice to the other party.
16.7 In the event of a pandemic or other community based crisis, the parties will collaborate in good faith to determine how best to perform the respective obligations under this Agreement.
17.1 The Member may not assign or attempt to assign this Agreement or any right under this Agreement without the prior written consent of LEG (which may be granted or withheld in the discretion of LEG) and which if granted may be granted subject to any such terms and conditions that LEG may prescribe.
17.2 The Member will be deemed to have assigned this Agreement or any right under it if there is a material change in the control of or shareholding in the Member. New credit applications require deed of guarantee and supporting paperwork.
18 VARIATION OF AGREEMENT
18.1 Except as set out in this clause, this Agreement may only be varied with the written consent of the parties. LEG may vary this Agreement by giving thirty (30) days’ notice to the Member if the variation is deemed (in LEG’s reasonable opinion) not to have a material adverse effect on the rights of the Member, or relates to improvements in the services provided by LEG to the Member.
19 ENTIRE AGREEMENT
19.1 This Agreement constitutes the entire agreement of the parties about its subject matter and supersedes any previous understandings or agreements on this subject matter. Each party acknowledges that in entering into this Agreement, that it has not relied on any statement, made or conduct engaged in by another party or any person on behalf of another party other than the statements set out in this Agreement and was not influenced or induced to enter into this Agreement by any statement by or conduct of LEG.
20.1 The Member authorises LEG to share information such as company name and contact details obtained in connection with the supply of any goods or services to the Member to: LEG’s agents, related entities, dealers, and contractors and in particular where required for the provision of services to the Member and in the context of LEG ‘s ongoing relationships with Suppliers.
20.2 In certain other circumstances which apply only where the Member is a natural person, LEG is permitted by law to disclose the Member’s name, address and other details in restricted circumstances only, including but not limited to:
20.2.1 Law enforcement agencies to assist in the recovery of lost or stolen goods;
20.2.2 By court order; or
20.2.3 Purposes relating to the enforcement of the criminal law.
20.3 The Member and each signatory agree that: LEG is authorised to obtain reports from a credit reporting agency containing information concerning the personal credit, the commercial activities and the credit worthiness of the Member and/or and guarantor, in order to assess whether to approve the Credit Application.
20.4 The Member’s authorisations entitle LEG to give the following information to a credit reporting agency (where applicable):
20.4.1 That the Member is 60 days or more overdue in making a payment to LEG and that steps have been taken to recover all or any part of the amount which the Member owes; and
20.4.2 That in LEG’s opinion the Member has committed a serious credit infringement.
21 GOVERNING LAW
21.1 This Agreement is governed by the laws of New South Wales, Australia and the parties submit to the jurisdiction of the Courts of that State and Courts competent to hear appeals from those Courts.
22.1 Agreement means this Member Agreement between LEG and the Member;
22.2 Bank Guarantee means a bank guarantee issued by a bank acceptable to LEG and in the amount determined by LEG in conjunction with approval of the credit limit authorised to the Member under the Credit Trading Terms.
22.3 Business means the business operated by the Member from the nominated Premises:
22.4 Business Name means the business name that LEG directs;
22.5 Confidential Information means, in relation to LEG, all information relating to LEG’s business, employees, Suppliers, contractors, finances, Members, products and services, strategies and plans, technical information, know-how and other information in relation to its business. No matter how recorded, but does not include any information that comes into the public domain otherwise than through any default of the Member or any person acquiring the same from LEG, or is disclosed to the recipient party by a third party without involving any breach of confidence;
22.6 Credit Trading Terms means the credit trading terms in the form attached to this Agreement;
22.7 Default Interest means interest calculated at 2% per month (compounding) and is calculated on the sum due from the due date for payment until it is actually paid. Default Interest: is to accrue on daily balances; is to be capitalised on the last day of each month. If any liability under this Agreement is included in a judgment or order, default interest is payable on that liability; and accrues from the due date of the liability both before and after the judgment or order up to and including the date of actual payment;
22.8 Force Majeure means a circumstance beyond the reasonable control of the parties, which results in a party being unable to perform on time an obligation under this Agreement (other than an obligation to pay money). These circumstances may include acts of God, lightning strikes, earthquakes, floods, storms, fires and any natural disaster, acts of war (whether declared or not), terrorism, riots, civil commotion, malicious damage, strikes and any other cause beyond LEG’s reasonable control;
22.9 Intellectual Property means all copyright, patents, patent applications, trademarks (whether registrable or not) and designs (whether registrable or not), network designs, trade secrets, know-how and all other Intellectual property;
22.10 Member means a person or entity who is operating a business and has entered into a Member Agreement with LEG;
22.11 Monthly Fee means the applicable monthly fee specified in the Annexure;
22.12 Statement means a document issued by LEG to the Member comprising of one or more invoices to the Member;
22.13 Premises means the store addresses detailed on page one of this Agreement, or such other premises as the parties may agree in writing;
22.14 Supplier means any provider of goods and or services co-ordinated and/or arranged by LEG for access by the Member; and
22.15 Working Day(s) means a day upon which banks in the State where the Business is conducted are open for business, other than a Saturday, Sunday or public holiday.
23 SPECIAL AGREEMENTS
23.1 This Agreement is subject to the Member
23.1.1 signing a Credit Application and that application being approved by LEG and
23.1.2 Providing a personal Deed of Guarantee
23.1.3 Entering into a Direct Debit Service Agreement with LEG.
23.2 Applies to credit limits over $5000
23.2.1 Upon approval of the Credit Application by LEG and prior to commencement of the Member Agreement, the Member shall deliver to LEG the Bank Guarantee or personal Guarantee to secure the Member’s obligations under the central credit facility. Upon expiry or termination of the Member Agreement, LEG shall return to the Member the Bank Guarantee less all valid and accountable deductions for monies owing by the Member to LEG.
23.2.2 In the event the Member defaults in the payment of any monies owing under this Agreement (including the central credit facility) LEG is authorised to demand that the guaranteeing bank pay to LEG such amount due to it as a result of a default, breach or non-compliance of this Agreement by the Member. LEG shall be entitled to recover monies owing and damages for breach of this Agreement without being limited to the amount secured under the Bank Guarantee.
23.2.3 If any amount of the Bank Guarantee is appropriated from time-to-time by LEG to make up any default, the Member shall upon demand and within seven (7) days from the date of such demand provide a further Bank Guarantee for amounts appropriated or to top up the amount due to an increase of the credit limit of the Member.
By signing and submitting this application I warrant that I have read and understood all of the terms and conditions attached to this Agreement and acknowledge that these terms form part of this Agreement and offer to enter into a binding Agreement with LEG. I warrant that I am duly authorised to sign and submit this Agreement and upon acceptance by LEG to bind the applicant to the Agreement with LEG and provide the associated data on behalf of the applicant.
ANNEXURE – ESSENTIALS
A. LEG Branded Members means persons who are operating a LEG branded store pursuant to an agreement with LEG.
B. LEG Unbranded Members means persons who are operating a LEG unbranded store pursuant to an Agreement with LEG which has no Leading Edge branding whatsoever.
C. LEG Essentials Members means persons who are operating a LEG unbranded store pursuant to an Agreement with LEG and do not access any suppliers sourced by LEG.
D. LEG branded store(s) means a store(s) which has LEG branding (for the avoidance of doubt it is acknowledged by LEG that a Member may have dual or multiple branding at its Premises);
A. All new members must pay a once off non-refundable joining fee except where a member transferred/sells an existing member business.
B. On-going membership fees for Branded Essentials Members are applicable, details provided during membership process.
C. On-going membership fees for unbranded Essentials Members are applicable, details provided during membership process.
4. MEMBER TERMS
LEG will issue the Member with an account code which Members must use when placing orders with suppliers. The Member agrees to purchase stock from preferred suppliers. The preferred supplier list shall be determined by LEG in its discretion. LEG will hold the master supplier agreements, details of which will be available to members via the LEG Extranet.
5. INTELLECTUAL PROPERTY - BRANDED
A. Nothing in this Agreement amounts to an assignment of either party’s Intellectual Property. LEG owns all Intellectual Property developed by it, or its personnel, or at its or their direction. LEG grants the Branded Member a non-exclusive license to use the Intellectual Property at the Premises during the term of this Agreement subject to any conditions which LEG may impose from time to time, during the currency of this Agreement, noting that such non-exclusive license will cease upon the termination or expiration of this Agreement.
B. LEG will consent to the Member registering the Business Name if the Member delivers a completed and signed but undated transfer form for the Business Name to LEG, which LEG undertakes not to use until this Agreement is transferred or ends.
C. The Member shall not use or register any other intellectual Property rights including trademarks, trade names, business names, logos, designs or colour schemes in relation to the Member’s Business unless otherwise approved in writing and subject to any terms prescribed by LEG. In particular if the Member is a company it must not use the words “Leading Edge” its corporate name. LEG agrees that the Member may continue to trade under its current name(s). needs to be added to specific categories.