The Advisory Board Centre is owned and operated by Advisory Board Centre Pty Ltd. By purchasing an Advisory Board Centre membership (“Membership”) you enter into an agreement with Advisory Board Centre Pty Ltd (“Advisory Board Centre”), which is subject to these MEMBERSHIP TERMS & CONDITIONS (“Agreement”) as a “Member”.
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Some words have special meanings
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In this Agreement capitalised terms have special meanings, and these are set out in the glossary (clause 23).
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No representations or reliance
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2.1 By entering into this Agreement, you acknowledge that:
(a) you have not relied on any statement, representation or warranty made by the Advisory Board Centre or any other person acting on its behalf, including without limitation information as to sales, profitability, commercial viability, or other benefits of being a Member; and
(b) you have made your own enquires and satisfied yourself as to the benefits of being a Member.
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Registration and Membership Period
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3.1 Your Membership begins when the Advisory Board Centre accepts your payment, in full, of the Membership Fees, and continues for the Membership Period unless terminated earlier in accordance with the terms of this Agreement.
3.2 The Membership Period is 12 months.
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Membership classifications and types
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4.1 A reference to a Membership in this Agreement is a reference to any of the following classifications:
(a) Personal Memberships: which are Memberships registered to individuals:
(i) Certified Chairs;
(ii) Approved Advisors;
(iii) Recognised Experts;
(iv) Alumni
(b) Business Memberships: Membership registered to any legal entity that conducts a business, and is seeking, or intends to obtain the services of other Members and include Memberships held by:
(i) Business Members.
(c) Corporate Memberships: Membership registered to any legal entity that conducts a business, and is seeking, or intends to provide advisory services as an organisation held by:
(i) Corporate Members.
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Membership entitlements
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5.1 During your Membership you will be invited to Member events as outlined in the event schedule, or as otherwise announced by Advisory Board Centre from time to time.
5.2 During your Membership you will be entitled to receive the Advisory Board Centre Membership Services that relate to your Membership Type.
5.3 Membership is a personal right and is not transferable.
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Policies
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6.1 Advisory Board Centre may publish policies about any aspect of one or more Membership types or classifications, and each affected Member must comply with the requirements of any such policy, unless Advisory Board Centre has otherwise agreed in writing with a particular Member. For clarity, if Advisory Board Centre varies the requirements of a policy with a particular Member, such variation does not apply to any other Member.
6.2 Advisory Board Centre may add or amend a policy at any time, and each Member will be immediately bound to comply with such policy at the time it is first published to the Website. Each Member is responsible for ensuring its compliance with each of the Advisory Board Centre policies that apply to that Member.
6.3 Each Member must comply with the policies published by Advisory Board Centre from time to time, however a Member may not rely on any part of any policy as a contractual right that may be enforced against the Advisory Board Centre.
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Member warranties
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7.1 As a Member you warrant (each a Member Warranty) that:
(a) you will maintain appropriate insurances for the services you provide. (for example Professional Indemnity Insurance, Company Directors Insurance, public liability insurance, and any other insurance required for the types of services you provide);
(b) comply with the ABF101 Advisory Board Best Practice Framework™, Code of Ethics Guidelines and conduct yourself in a professional manner at all times;
(c) disclose any actual or potential conflicts of interest or duty to any other Member or business who may be affected by the conflict.
(d) information provided when joining is true and correct and full information is disclosed regarding roles, responsibilities, achievements and disclaimers.
(e) you will on an ongoing basis during your membership disclose any actual or potential conflicts of interest, Director Risk or duty to the Advisory Board Centre.
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Rights attaching to Membership classifications
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8.1 Advisory Board Centre offers various memberships for participants in the Advisory Board sector, including the professionals who provide an advisory function, and the business entities that obtain the benefit of their services, please refer to the different Membership classifications below.
Individual members
8.2 Membership provides access to a group of like-minded professional members, who have each been subject to a screening and selection process.
8.3 Each of the Member types (Chairs, Advisors, and Experts) have key roles to play in an Advisory Board, and the Advisory Board Centre’s Membership base forms a diverse ecosystem from which to form advisory boards for entrepreneurial businesses.
8.4 The rights attaching to a Membership taken up by an individual Member are a personal right of that Member, and the obligations of that Membership must be fulfilled by that member.
8.5 The rights attaching to a Membership taken up by an individual member, separate to the entity that pays for the right, is ad hoc in nature and attached to a professional development event completed by that Member.
Business and Corporate members
8.6 The rights attaching to a Business and Corporate Membership are for the benefit of one trading entity and its nominated business only. No rights are attached to an individual Director, employee, agent or contractor of the nominated business.
8.7 Business and Corporate Membership is not, and must not be promoted as, an endorsement of the business, its Directors, employees, agents or contractors by the Advisory Board Centre.
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No preference or prejudice
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9.1 Advisory Board Centre aims to facilitate meaningful introductions but at all times remains independent, and does not:
(a) endorse any Member for any purpose;
(b) grant exclusivity to any Member relating that Member’s services or interests, by category, specialisation, industry, location or otherwise;
(c) accept, take, or claim any interest in a Member’s activities;
(d) make any representation to a Member about any other Member or other acquaintances made in relation to a Membership.
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Disclaimer of risk and liability
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Conduct of members
10.1 Professional services engagements are subject to various risks and liabilities. The Advisory Board Centre is not, and will not be, a party to any agreement or engagement between any Member and any other party (including another Member as the case may be).
10.2 A Membership expressly and absolutely excludes any right, power, or authority of the relevant Member to:
(a) represent the Advisory Board Centre; or
(b) commit the Advisory Board Centre to any contractual obligation whatsoever; or
(c) obtain, or seek to obtain, any benefit for, or on behalf of, the Advisory Board Centre in any way, or by any means whatsoever; or
(d) to do any of the things listed in items (a) through (c) above in relation to another Member without that other Member’s express written permission.
10.3 A Member that claims to represent the Advisory Board Centre in contravention of clause 10.2 above is personally liable for such representation, and will immediately be in material breach of this Agreement.
10.4 In addition to the preceding provisions of this clause 10, the Advisory Board Centre absolutely disclaims any liability for the obligations, work, services and conduct of each Member.
Opportunities through association
10.5 Advisory Board Centre is in the business of helping organisations and facilitating professional connections.
10.6 Advisory Board Centre is not, and must not be used as, an investor introduction service by any Member. Any member that Advisory Board Centre deems (at its sole unfettered discretion) to be promoting investments to other Members will be in breach of this Agreement.
10.7 Through association with other members, a member may be offered or may uncover opportunities relating to:
(a) markets,
(b) business;
(c) personnel
(d) investments;
(e) mergers;
(f) acquisitions;
(g) securities;
(h) finance;
(i) financial products; and
(j) others.
10.8 Any opportunity relating to another Entity, Member (or their associate) needs to be assessed on its merits, and the Member who may obtain the benefit of an opportunity is responsible for doing all things necessary to satisfy himself, herself, or itself of any risks or consequences that apply to the opportunity, including without limitation seeking its own professional advice in relation to that opportunity.
10.9 Advisory Board Centre does not provide professional advice of any kind, and every Member who is considering an investment (or other opportunity) with, or in, another Member should undertake due diligence, and without limitation make enquiries about the prospects of the relevant business, its financial affairs, industry, market opportunity and competitors, ask questions and seek independent professional advice.
10.10 For the purposes of this clause 10 any reference to professional advice includes advice from a lawyer, accountant, auditor, or qualified Australian Financial Services Licensee as the case requires.
10.11 You release and hold harmless Advisory Board Centre for any risks, losses, damages, costs and other impediments or harm that you suffer in any way in relation to your dealings, activities, relationships, agreements, representations made by you, or representations received by you, relating to any other Member.
Disputes between members
10.12 Advisory Board Centre disclaims any responsibility for disputes that arise between Members or another entity.
Disputes between a Member, organisation or other entity
10.13 Advisory Board Centre disclaims any responsibility for disputes that arise between a Member and any client of that Member or other entity. However, brand integrity is paramount to the Advisory Board Centre, and accordingly if in the Advisory Board Centre’s unfettered opinion a dispute between a Member and a client, or a situation involving the member may bring the Advisory Board Centre’s brand into disrepute, or may adversely affect any other Member or their reputation, then Advisory Board Centre reserves the right to do anyone, or combination, of the following things:
(a) terminate the disputant Member’s Membership;
(b) exclude, on an interim or permanent basis, that Member from any of the Advisory Board Centre’s activities;
(c) on request from the organisation, to provide the organisation with access to other Members for the purpose of the client replacing the disputant Member on the businesses advisory board
(d) take such other action as agreed between the organisation and the Advisory Board Centre to resolve, or mitigate the dispute with the disputant Member.
Breach of ethics
10.14(a) Advisory Board Centre reserves the right to terminate your Membership if you are subject to a dispute, and breach either ABF101 Advisory Board Best Practice Framework™ or the Code of Ethics Guidelines.
(b) In the event of a dispute the Advisory Board Centre agrees to enter into Mediation in good faith to resolve the dispute.
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Our brand
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11.1 The Advisory Board Centre brand is highly regarded and recognised amongst leading organisations and individuals. The following provisions of this clause 11 are necessary for the protection of our brand.
Licence
11.1 For the duration of his or her Membership, the Advisory Board Centre grants each Personal Member a non-exclusive, royalty-free, revocable, licence to display one or more brand devices (logos and/or models) in his or her personal or professional marketing collateral as an indication of his or her Membership. This licence is subject to the Member’s strict compliance with this clause 11.
11.2 You must continuously comply with any policies or directions, as published on the Website from time to time, and each of the following limitations:
(a) only Members who have successfully completed the Certified Chair Program have the right to display “Certified Chair” in conjunction with any brand device;
(b) only Members who hold current membership as “Approved Advisors” have the right to display “Approved Advisor” in conjunction with any brand device; and
(c) only Members who hold current membership as “Recognised Experts” have the right to display “Recognised Expert” in conjunction with any brand device.
11.3 Nothing in clause 11.2 above prevents a member from having multiple concurrent memberships and having the right to display the relevant wording accordingly.
11.4 Only Members who have successfully completed the Certified Chair Executive Program and have completed additional credentials can use the credential including:
(a) “Accredited Board Recruiter” credential is issued to Certified Chairs who have completed the Accredited Board Recruiter credential. The credential is valid only whilst membership is current.
(b) “Certified Chair – Aged Care” credential is issued to Certified Chairs who have completed the Certified Chair – Aged Care Module. The credential is valid only whilst membership is current.
Prohibitions
11.5 The licence discussed above does not apply to business members, and such members must not use any brand device on any published, or distributed material, relating to its business interests. For clarity, a member must not:
(a) use any of Advisory Board Centre’s brand devices for co-branding;
(b) use any of Advisory Board Centre’s brand devices to promote its own business interests;
(c) use any of Advisory Board Centre’s brand devices as an indication of its knowledge, expertise, association or experience; or
(d) use any of Advisory Board Centre’s brand devices to indicate or suggest that it represents Advisory Board Centre in any way.
11.6 Members and their associated entities are not permitted to register the domains and trademarks “Advisory Board Centre”, “Advisory Board Center”, “Certified Chair” “Business Growth Score” and “The Advisor Concierge” or any variation of these in alternative jurisdictions. This will be a breach of this agreement.
11.7 You must comply with proper use of membership. You will not yourself or allow others to engage in any unlawful or prohibited use of the Membership including, but not limited to:
a) To use the Membership for unlawful purposes or any purpose prohibited by the terms of this Agreement;
b) To use the Membership in any manner that could damage, disable, overburden or impair the network or interfere with any other person’s use and enjoyment of the Membership;
c) To represent the Advisory Board Centre or other members in media or with clients.
d) To gain unauthorised access to any services or other accounts, computer systems or networks connected to the systems or Membership, through hacking, password mining or any other means
e) To obtain or attempt to obtain any materials or information through any means not intentionally made available through the Membership;
f) To knowingly or recklessly post, link to, install or transmit, or permit third party users to post, link to or to transmit:
i. Any material that is abusive, threatening, harmful, malicious, defamatory, obscene, pornographic, profane or otherwise unlawful;
ii. Any material that undermines the spirit of collaboration and community
iii. Any material containing a virus or other hostile computer program; or
iv. To post, link to or transmit any material that constitutes or encourages a criminal offence, gives rise to civil liability or infringes the intellectual property rights of any third parties.
v. To knowingly or recklessly transmit or permit third party users to transmit unsolicited emails in breach of Australian or law within the relevant jurisdiction.
vi. To knowingly or recklessly transmit sell or promote third party products or services.
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Obligation to act in good faith during Membership
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12.1 You must act in good faith in its dealings with each of the following:
(a) Advisory Board Centre and its personnel;
(b) other Members;
(c) third parties introduced to the Member by the Advisory Board Centre or another Member, and regardless of how or when such introduction was made.
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Membership fees
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13.1 The fees payable for your Membership (“Membership Fees”) will apply whether or not you actually use your membership and participate in network activities.
13.2 Membership fees are stated are in Australian dollars and are exclusive of GST.
13.3 In Australia, you must pay any GST that applies to your Membership at the same time and in the same way as you pay your Membership Fees.
13.4 You must pay your Membership Fees by the due date on the Advisory Board Centre invoice.
13.5 Membership Fees are not refundable and are not transferable for “change of mind” purchases.
13.6 Membership is managed and delivered in Australia. International members are not required to pay GST on Membership Fees.
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Payments
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14.1 Advisory Board Centre may allow you to pay for Membership Fees, or any services in addition to your Membership Fees (Service Fees) in various ways, and impose additional terms and conditions on any particular payment method.
14.2 Advisory Board Centre may also pass on certain third party processing fees for processing your payments. Any such fees will be detailed in our invoices, or detailed at the time of payment, as the case may be.
14.3 If you pay our Membership Fees by Credit Card, and you do not notify us of changes to your billing details or preferences when your Membership Fees become due for renewal, then you authorise us to charge such fees to your Credit Card.
14.4 If your Membership Fees are not paid in accordance with clause 13, then you are in default of this Agreement.
14.5 If a payment made by you is subject to chargeback, reversal, or cancellation, however described, you are liable:
(a) to pay the amount to Advisory Board Centre again; and
(b) to reimburse Advisory Board Centre for any fees it incurs as a result.
14.6 If you do not meet your obligations above promptly, and in any event within 7 days of Advisory Board Centre notifying you of the issue, you will be in default of this Agreement.
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Changes to your membership type
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15.1 You may wish to change your Membership type. The following changes to Membership types are permitted:
(a) an Advisor may upgrade to become a Certified Chair upon payment and successful completion of the Certified Chair Program.
15.2 Any other change to Membership type will be considered on a case by case basis and is at the sole unfettered discretion of the Advisory Board Centre.
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Changes to your Membership classification
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16.1 You may wish to change your Membership classification. The following changes to Membership classification are permitted:
(a) An individual Member may become a business Member by written request to us, and we may make the change subject to conditions at our discretion;
(b) A business Member that is an individual may become an individual Member by application, but this is subject to the business Member being evaluated and accepted through a formal application process, including a skills review.
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Intellectual Property
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17.1 No Intellectual Property Rights are transferred to you from Advisory Board Centre under this Agreement.
General resources
17.2 The Advisory Board Centre reserves all Intellectual Property Rights relating to all of its materials, methodologies, procedures, models, or know-how disclosed or provided to you during your Membership (“Coveted Materials”). For clarity, Coveted Materials include without limitation, all forms, documents, agreements, templates, notes or materials produced by us or our personnel and authorised representatives in connection with this Agreement; and, whether created before or during the term of your Membership.
17.3 All derivative works of any Coveted Materials created by a Member automatically vest in Advisory Board Centre upon creation, and the same rights immediately attach to those derivative works as the original Coveted Materials, and are subject to the terms of this Agreement.
Limited licence
17.4 Advisory Board Centre grants each Member a limited, revocable, royalty-free licence to inspect and evaluate the information contained in any Coveted Materials. Members must not use the Coveted Materials for any other purpose unless agreed otherwise in writing by Advisory Board Centre (including any written directions given by Advisory Board Centre about any Coveted Materials).
17.5 Unless explicitly provided in this clause 18, or otherwise authorised in writing in advance by Advisory Board Centre, Members who use Coveted Materials must not sub-license any such materials to any third parties, or permit or aid any third party to use such materials, or any other Advisory Board Centre intellectual property.
Certified Chair resources
17.6 In addition to the clauses above that have general application to Members, Certified Chairs will have access to dedicated resources for the limited purpose of supporting their role in chairing advisory boards. The Advisory Board Centre grants Members registered as Certified Chairs a restricted licence to use, print, and modify the dedicated forms, documents, agreements, templates, notes and user guides available to Certified Chairs (“CC Resources”) within the ordinary course of their business, subject to the following conditions:
(a) the Advisory Board Centre copyright and attribution must be maintained on all CC Resources;
(b) the Advisory Board Centre disclaimer must be maintained on all CC Resources;
(c) the CC Resources must not be distributed to any person other than the Certified Chair’s personnel and the client’s personnel (meaning sharing publicly via social media such as LinkedIn, Facebook and the like is prohibited); and
(d) each of the CC Resources must be used in accordance with any directions or policies published by Advisory Board Centre from time to time.
(e) the CC Resources must not be sublicensed or placed on external portals for distribution
Ownership of Member intellectual property
17.7 No Intellectual Property Rights are transferred to Advisory Board Centre from you under this Agreement.
17.8 To the extent that you disclose, supply, or otherwise provide Advisory Board Centre with any intellectual property, information, data, or content, (Member Content) then you grant Advisory Board Centre a revocable, perpetual, royalty-free licence to use all such Member Content for any purpose, including for the benefit of the Advisory Board Centre and its other Members, as contemplated by this Agreement.
Use of Resources
17.9 Intellectual Property defined as Coveted Materials are contained within specific resource categories. Each category has specific rights of use. Usage conditions are displayed on individual documents for ease of reference.
(a) Resource Under License – Protected IP with resources indicated at “Under License” must not be transmitted, copied, duplicated, modified, manipulated in any way or made openly available on digital platforms.
(b) Advisor Resource IP – resources available to white label and can be modified during the course of Advisory work. Copyright notifications must not be removed. Models, diagrams and unique methods must reference the Advisory Board Centre as its source.
Advisor Resource IP is only available for use during membership.
(c) Business Resource IP – resources available to members to provide to businesses to adapt as fit-for-purpose tools. Copyright notifications must not be removed. Business Resource IP is only available for use during membership.
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Privacy and use of member information
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18.1 As a Member you may provide us with information about you in various ways. This clause sets out how Advisory Board Centre may use such information.
18.2 You authorise us to do any of the following things, without further approval, with your personal or professional details, which you supply to Advisory Board Centre:
(a) publish the details on the Advisory Board Centre website;
(b) supply the details to any Member, client, or prospective client;
(c) discuss, or otherwise communicate, your details with any Member, client or prospective client;
(d) use the details for Advisory Board Centre’s internal business purposes, including the development of our products and services;
(e) collate your information for research;
(f) use and disclose your information in accordance with our privacy policy published at https://www.advisoryboardcentre.com/legal-notices/privacy-policy/ which is incorporated by reference; and where any reference to “personal information” in the privacy policy is to be read as including your personal or professional details as the case requires.
(g) By becoming a member of the Advisory Board Centre, you consent to be featured on our Website via your member profile. This includes usage of your photo and primary details on Advisory Board Centre marketing and internal materials.
(h) You must ensure that all details that you provide to us are accurate and true and that you will not impersonate any person or entity or falsely state or misrepresent your affiliation with a person or entity in your application or your capacity as a member.
(i) By becoming a member, you consent to receive commercial electronic communications from us (and our approved experts and suppliers) which you may opt-out at any time by editing preferences in your online member profile or notifying us directly.
(j) Members also acknowledge that the Advisory Board Centre films and photographs events and that the Member consents to the Advisory Board Centre using their name, likeness, image, voice or quotes in the event for an unlimited period without remuneration for the purpose of promoting any service and or products supplied or distributed by the Advisory Board Centre.
(k) Advisory Board Centre collects your personal information in order to provide you with products and services requested by you by employees & contractors, and for secondary purposes related to that purpose.
(l) As a Member, you acknowledge that we may contact you during the term of your membership in connection with your subscription & membership and/or with other offers or information that might be of interest to you. Beyond your subscription & membership term, you also agree to receive communications relating to your lapsed or cancelled membership and other Advisory Board Centre products and services unless and until you notify us otherwise. If you do not wish to receive such communications, you can notify Advisory Board Centre by email at [email protected]
(m) We don’t disclose information about you unless you agree or would expect us to.
(n) We disclose limited information about events and course participation to sponsors and potential sponsors under strict conditions.
(o) We publish information about members to other members via our website and regular emails – for example, about new members or information which might include members or non-members.
(p) Some of our contracted service providers are located in other countries. We take reasonable steps to ensure that the host does not breach privacy principles.
(q) You have a right to ask for access to the personal information we hold about you and ask us to correct any wrong information.
(r) You can opt-out of receiving marketing communications from us by unsubscribing to our emails.
(s) Website contact emails are tracked by the Advisory Board Centre to ensure opportunities are maximised within the network.
18.3 You agree that Advisory Board Centre may request additional rights relating to the use, publication, or dissemination of your information, and such additional rights will not be unreasonably withheld by you.
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Limitation of liability and indemnity
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Limitation of liability
19.1 You agree that under no circumstances will our total liability to you under this Agreement exceed the Membership Fees received by us from you for the Membership Period in which the claim is made.
19.2 The limitation set out in clause 20.1 is an aggregate limit for all claims, whenever made.
19.3 For clarity, and without limiting clause 20.1, the Parties agree that clause 20.1 is to apply in connection with a breach of this Agreement, anticipated breach of this Agreement or other conduct regardless of the seriousness or nature of that breach, anticipated breach or other conduct.
19.4 Subject to clauses 20.5 and 20.6, Advisory Board Centre is not liable for any consequential loss however caused (including, without limitation, by the negligence of Advisory Board Centre) suffered or incurred by you in connection with this Agreement.
19.5 Except as contemplated by clause 20.6, nothing in this Agreement is intended to limit any rights you have under the Competition and Consumer Act 2010 (Cth) Australia, if any.
19.6 If the Competition and Consumer Act 2010 (Cth) Australia or any other legislation provide that there is a guarantee in relation to any good or service supplied by Advisory Board Centre in connection with this Agreement and Advisory Board Centre’s liability for failing to comply with that guarantee cannot be excluded but may be limited, then clauses 20.1, 20.3 and 20.4 do not apply to that liability and instead Advisory Board Centre’s liability for such failure is limited to (at Advisory Board Centre’s election):
(a) in the case of a supply of goods, Advisory Board Centre replacing the goods or supplying equivalent goods, repairing the goods, paying the cost of replacing the goods or of acquiring equivalent goods, or paying the cost of having the goods repaired; or
(b) in the case of a supply of services, Advisory Board Centre supplying the services again or paying the cost of having the services supplied again.
19.7 In this clause 20 a reference to “consequential losses” means any indirect, special, economic, or consequential loss including loss of revenue, profits, goodwill, bargain or opportunities that you suffer in any way, even if we knew or should have known about the possibility of such loss.
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Renewals, cancellationS, suspension and termination
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20.1 This Agreement will automatically renew for successive Membership Periods on each anniversary of the first day of the first Membership Period, unless during the current Membership Period:
(a) this Agreement is terminated prior to the expiry of the Membership Period; or
(b) the Membership is cancelled by you by written notice to Advisory Board Centre, at least 14 days prior to the expiry of the then current Membership Period.
Cancellation of Membership
20.2 You may cancel your Membership at any time. However, no refunds are payable by Advisory Board Centre.
20.3 If you cancel your Membership, your details will remain on the Advisory Board Centre database and you will receive our public email correspondence as well as access to the publicly available Advisory Board Centre website at no charge. If you cancel your Membership, you may unsubscribe from our mailing list at any time.
20.4 In addition to clause 21.2 above, this clause 21.4 applies to any Member that has any amount currently, or prospectively, payable to Advisory Board Centre in relation to a Membership. Upon cancelling the Membership, all amounts outstanding become immediately due and payable; and the Member must pay such amount at the time of cancellation.
Advisory Board Centre’s right to terminate or suspend
20.5 In addition to its other rights, the Advisory Board Centre may
(a) by written notice to a defaulting Member:
(i) suspend the Membership Services and prevent a Member from exercising any rights associated with its Membership; or
(ii) terminate this Agreement (subject to clause 10.14(b)) , if the Membership has been suspended for at least 14 days, and the Member has not within that time remedied its breach or made arrangements with Advisory Board Centre to imminently remedy the breach.
(b) by written notice to a Member, revoke a Member’s right to renew, in which case the Membership will expire at the end of the then current term.
(c) cancel the Agreement with the Advisory Board Centre 30 days prior to the end of the financial year 30th June if the membership model discontinues.
Automatic termination
20.6 Without prejudice to the accrued rights of either party, this Agreement will automatically terminate upon the earliest occurrence of any of the following events:
(a) you are guilty of dishonesty, serious misconduct or serious neglect of duty; or
(b) either party experiences an Insolvency Event (as defined below).
20.7 “Insolvency Event” in relation to a party, or business and Director interests of a party means any of the following:
(a) an application is made to a court for an order that the party be wound up and the order is not disposed of within 30 business days or an order is made that the party be wound up;
(b) an application is made to a court for an order appointing a liquidator or provisional liquidator or a liquidator or provisional liquidator is appointed in respect of either party and that order or appointment is not disposed of within 30 business days;
(c) the party enters into, or resolves to enter into, a scheme of arrangement, deed of company arrangement or composition with, or assignment for the benefit of, all or any classes of its creditors, or it proposes a reorganisation, moratorium or other administration;
(d) the party resolves to wind itself up, or otherwise dissolve itself, or gives notice of the intention to do so, or is otherwise wound up or dissolved;
(e) any step is taken to appoint an administrator, a receiver, and/or manager or other like person over the whole or any part of the party’s assets or business;
(f) judgement is entered against the Party for more than $20,000.00, which remains unsatisfied or unappealed for more than 21 days; or
(g) if party is an individual and is placed under official management, commits an act of bankruptcy or is charged with a criminal offence.
Consequences of termination
20.8 Upon termination of this Agreement for any reason other than for Advisory Board Centre being in breach of this Agreement or being subject to an event listed, the Member shall pay to Advisory Board Centre any Fees or Additional Fees payable until the end of the then current Term.
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General
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21.1 You are responsible for all duties, charges and legal fees (on a solicitor and own client basis) incurred in enforcing this Agreement.
21.2 The parties’ obligations under clauses 6, 10, 11, 14, 17, 20 and this clause 22.2 shall survive the termination of this Agreement for whatever reason.
21.3 This Agreement contains the entire agreement between the Parties and supersedes all previous negotiations or agreements in relation to the subject matter.
21.4 Neither Party is liable for any delay or failure to perform its obligations under this Agreement to the extent that such failure is caused by a Force Majeure Event. Nothing in this clause excuses payment of money due.
21.5 The laws of the State of Queensland, Australia apply to this Agreement and the Parties submit exclusively to the courts of that jurisdiction.
21.6 Nothing in this Agreement constitutes a partnership or contract of employment. It is the express intention of the Parties to deny any such relationship.
21.7 You must not assign or novate this Agreement in whole or in part.
21.8 We may assign or novate this Agreement in whole or part at our sole discretion.
21.9 If any provision of this Agreement is ruled by a court to be illegal, invalid, unenforceable or in conflict with any law, it will not affect the validity and enforceability of the remaining provisions.
21.10 The Advisory Board Centre reserves the right to amend the agreement at any time. You will be notified when the Agreement has been amended or updated. If you choose not to accept changes to the Agreement, you have the right to terminate as outlined in 21.5(b).
21.11 Any delay or failure to enforce any rights in relation to a breach by the other Party will not be construed as a waiver of those rights.
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Glossary
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In this agreement, the following terms in bold in the left-hand column of the table have the corresponding meanings provided in the right-hand column of the table, unless repugnant to the context.
| Defined term | Meaning |
| Alumni Member | Refer to clause 4. |
| Approved Advisor | Refer to clause 4. |
| Business Member | Refer to clause 4. |
| CC Resources | Refer to clause 17.6. |
| Certified Chair | Refer to clause 4. |
| Certified Chair Executive Program | A program about the tools and methods used to Chair advisory boards, as provided by the Advisory Board Centre. |
| Code of Ethics Guidelines | The mandatory code of ethics that members must comply with can be downloaded from http://advisoryboardcentre.com.au/code-of-ethics. |
| Coveted Materials | Refer to clause 17.2. |
| Insolvency Event | Refer to clause 20.7. |
| Intellectual Property Rights | All industrial and intellectual property rights including, without limitation, patents, trademarks, copyrights, circuit layout rights, right to extract information from databases, design rights, trade secrets, and all forms of protection of a similar nature or having similar effect to any of them which may subsist anywhere in the world (whether or not any of them are registered and including applications and the right to make applications for registration of any of them) other than moral rights. |
| Member | An individual or legal entity that holds a Membership with Advisory Board Centre, as governed by these MEMBERSHIP TERMS & CONDITIONS. |
| Member Warranty | Refer to clause 7. |
| Membership | Refer to the introductory paragraph of these MEMBERSHIP TERMS & CONDITIONS. |
| Membership Fees | Refer to clause 13. |
| Membership Guide | The document entitled as such published on the Website from time to time. |
| Membership Period | Refer to clause 3. |
| Membership Services | The services to be delivered to you by Advisory Board Centre under this Agreement as set out in the Membership Guide from time to time. |
| Membership Type | Any of the types of Membership that a Member may register for, including without limitation:
a. Certified Chair; b. Approved Advisor; or c. Recognised Expert; or d. Alumni Member; or e. Business Member; or f. Corporate Member |
| Recognised Experts | Refer to clause 4. |
| Website | Advisory Board Centre’s website available from the URL: http://advisoryboardcentre.com |
Updated: 7 MARCH 2023