Social Traders Ltd – Certified Social Enterprise Membership Terms and Conditions (version 2.0, published 12.10.2021)
THESE TERMS AND CONDITIONS ARE A BINDING AGREEMENT between Social Traders Ltd (ABN 42 132 665 804) (Social Traders, or we) and a Certified Social Enterprise Member (Certified Social Enterprise Member, or you).
These Terms and Conditions (together with any documents referred to in them) set out the terms and conditions of your status as a Certified Social Enterprise Member.
Social Traders is an independent not for profit company that works to foster social enterprises’ growth by connecting them with business and government buyers.
Becoming a Certified Social Enterprise Member is a recognition that your business or organisation is a certified social enterprise based on Social Traders’ criteria of a social enterprise as defined from time to time (“criteria”).
As a Certified Social Enterprise Member, you agree to comply with:
5. You must advise Social Traders immediately of any changes to your solvency status.
6. When you apply for certification, you must enrol in an annual Membership Package and pay any associated membership fee. You must maintain your certification alongside your membership (“Membership”).
7. Subject to you complying with the terms and condition of this agreement, your Membership allows you to enjoy certain benefits and services to be provided by Social Traders depending on the Membership Package that you enrol in.
8. Social Traders may from time to time offer to provide you additional services and advance your Membership to a higher tier subject to your payment of an additional membership fee to be determined by Social Traders and agreed by you.
9. Your Membership is only valid for 12 months. You must renew your Membership in order to continue to enjoy the benefits and services offered in the Membership Package and to maintain your status as a Certified Social Enterprise Member.
10. Your Membership will only be renewed upon payment of any associated renewal fee (to be determined by Social Traders from time to time) for the Membership Package that you choose to renew. You acknowledge that the renewal of a Membership Package is subject to any adjustments Social Traders may make to the services and benefits associated with the Membership Package.
11. Your Membership will expire if:
12. If your Membership expires, you must immediately cease to represent yourself as a Certified Social Enterprise Member.
13. The membership fee is non-refundable unless this agreement is terminated by reason of Social Traders’ default, in which case you will be entitled to claim a pro rata refund of the membership fee for the remaining period of the Membership after the date of termination.
Social Traders Portal
14. As a Certified Social Enterprise Member, you are permitted to access Social Traders’ portal that allows you to search for other Certified Social Enterprise Members.
15. A social enterprise profile that sets out your Business Information will be listed and made available to be viewed by other Certified Social Enterprise Members and Business or Government Members on the portal.
16. Access to Social Traders portal is strictly limited to Certified Social Enterprise Members and Business or Government Members only. By using the Social Traders portal, you agree:
17. Social Traders will not be liable for any loss or damage that you may incur as a result of someone else using your passwords or login details, either with or without your knowledge or consent.
Provision of Information
18. You agree to provide true and correct information to Social Traders, and you declare that all information you provide is true, correct and up to date.
19. If the information you provide to Social Traders is not up to date, you must take appropriate steps to update the information and notify Social Traders immediately.
20. You must not provide false or misleading information to Social Traders. You warrant that the information provided to Social Traders does not violate any law or infringe upon the rights of any person of any kind, including without limitation those concerned with Intellectual Property Rights, anti-competitive conduct, consumer law, contract, defamation or Privacy Laws.
How we use your information
22. You consent to Social Traders:
23. It is not likely that we will share your Personal Information with overseas recipients, and we will not do so without obtaining your consent.
Certified Social Enterprises Members and Business or Government Members
24. You acknowledge that Social Traders works with Business or Government Members to assist social enterprises to grow their impact.
25. As soon as you become aware that you have obtained procurement opportunities though Social Traders or work with a Business or Government Member, you must (if requested by Social Traders) provide to Social Traders financial information, impact indicators and income derived from these opportunities as soon as reasonably practicable.
Certified Logo and Intellectual Property Rights
26. You agree to comply with the Social Traders’ Certified Logo Licensing Agreement in relation to the Certified Logo and associated Intellectual Property Rights.
27. The license to use the Certified Logo and associated Intellectual Property Rights will be suspended or terminated if Social Traders decides to suspend or terminate your status as a Certified Social Enterprise Member in accordance with these Terms and Conditions.
28. You agree that Social Traders owns and retains all right, title, and interest, including all Intellectual Property Rights, in the works conceived, prepared or developed by Social Traders under this agreement.
29. You agree not to disclose any Social Traders Confidential Information without Social Traders’ prior written consent.
30. Subject to the disclosure permitted under clause 22, we agree not to disclose your Confidential Information without your prior written consent.
31. The obligations of confidentiality under this clause will not apply to information that is:
32. Notwithstanding any clause of these Terms and Conditions, you release Social Traders from any liability in respect of any loss, damage, cost or expense suffered or incurred by you:
a. arising out of, under, or in any way in connection with these Terms and Conditions including:
b. otherwise at law or in equity arising out of, or any way in connection with these Terms and Conditions or its subject matter, the performance or non-performance of Social Traders’ obligations under these Terms and Conditions, whether before or after this document becomes effective, including by statute (to the extent to which it is lawfully possible to exclude or limit liability), in tort for negligence or otherwise, including but not limited to negligent misrepresentation, or restitution.
33. Notwithstanding any clause of these Terms and Conditions:
34. You agree to indemnify Social Traders (and its and officers, directors, employees, agents, partners, successors and assignees) for any loss, damage, cost or expense suffered or incurred by Social Traders arising out of, under, or in any way in connection with:
35. To the extent permitted by law:
Suspension or Termination
37. Social Traders, in its sole discretion, may restrict, suspend (and lift any such suspension) or terminate your status as a Certified Social Enterprise Member if:
i. you will be given an opportunity to respond in connection with the non-compliance; and
ii. you will be given an opportunity to address any issues raised in connection with your recertification.
If, after the processes described in paragraph 37a are completed, and Social Traders deems you to still not be compliant, you will have an opportunity to appeal the decision in which case Social Traders will refer your appeal to the Advisory Group. The Advisory Group will provide advice to Social Traders on your appeal and together with the Advisory Group, Social Traders will make a determination on your status as a Certified Social Enterprise Member and will have the power to restrict, suspend or terminate your status. You will be bound by the final determination.
i. is not remediable; or
ii. if capable of remedy, is not remedied by you within 14 days of written notice;
38. If your status as a Certified Social Enterprise Member is suspended or terminated:
you must immediately cease to represent yourself as a Certified Social Enterprise Member. Any such decision in accordance with this clause is final and binding.
39. Social Traders reserves the right to amend these Terms and Condition where:
40. Where practicable, Social Traders will provide reasonable notice of any proposed variation to these Terms and Conditions before they come into effect.
41. If any provision of these Terms and Conditions is held by a court of law to be invalid or unenforceable under any applicable statute or rule of law, such provision shall cease to apply or to bind the parties, but the remainder of the Terms and Conditions shall continue to be binding and in full force and effect.
42. These Terms and Conditions takes effect, is governed by, and shall be construed in accordance with the laws from time to time in force in Victoria, Australia. The Parties submit to the non-exclusive jurisdiction of the courts of Victoria.
In these Terms and Conditions, unless the contrary intention appears:
Advisory Group means the independent committee appointed by Social Traders and made up a number of the following experts, a lawyer, an academic and/or other industry expert, a social enterprise practitioner, each with significant social enterprise expertise.
Business Information means business name, business location, contact details of the nominated representative of the business, the products and services offered by the business, excluding Competitively Sensitive Information;
Business or Government Member means an organisation participating in the Social Traders membership program that connects Certified Social Enterprise Members with Australian business and government buyers and that accesses Social Traders social procurement services for a fee;
Certified Logo means the certification logo that is made available by Social Traders to you pursuant to the Social Traders’ Certified Logo Licensing Agreement;
Certified Social Enterprise Member or you mean a current certified social enterprise member meeting the certification criteria as defined by Social Traders from time to time;
Competitively Sensitive Information includes non-public information that competitors would not ordinarily share and which would provide insights into how competitors are likely to act in the future. This includes information which confirms an expectation of how a competitor may act or view the market and public information which is compiled or shared in a way that a third party would not ordinarily be able to access or compile;
Confidential Information means information that is by its nature confidential or by the circumstances in which it is disclosed is confidential including but not limited to current or prospective financial position or finances, activities, business plans, trade secrets, clients, technical data or know how but excluding information which:
a. is generally available in the public domain except where such availability is as a result of a breach of this agreement;
b. was known prior to the disclosure of the information by the other party;
c. is disclosed to a party’s solicitors, auditors, insurers or professional advisers; or
d. is required to be disclosed by an applicable law or court order;
Intellectual Property Rights means all intellectual property rights which may subsist anywhere in the world, including but not limited to all copyright, patents, trademarks, design rights, trade secrets, domain names, know-how and any right to have confidential information kept confidential, and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application;
Membership Package means the membership tier chosen by you and associated benefits and services provided by Social Traders to the Certified Social Enterprise Member, as published on our Social Traders’ website or offered by Social Traders upon the renewal of the Membership;
Personal Information has the meaning given in the Privacy Act 1988 (Cth), and means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether true or not and whether recorded in a material form or not;
Privacy Laws means the Privacy Act 1988 (Cth) as amended from time to time, and all other laws, rules or regulations in Australia which relate to the privacy, protection, use or disclosure of Personal Information;
Social Enterprise Finder means the online directory of Certified Social Enterprise Members available at https://www.socialtraders.com.au/find-a-social-enterprise
Social Traders’ Certified Logo Licensing Agreement means the logo licensing agreement between you and Social Traders governing your use of the Certified Logo, available at https://www.socialtraders.com.au/social-traders-licensing-agreement/
Level 1, 333 Exhibition Street, Melbourne VIC 3000
PO Box 18147, Collins Street East VIC 8003