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Certified Social Enterprise

Terms and Conditions

Social Traders Ltd – Certified Social Enterprise Terms and Conditions

THESE TERMS AND CONDITIONS ARE A BINDING AGREEMENT between Social Traders Ltd (ABN 42 132 665 804) (Social Traders) and a Social Traders Certified Social Enterprise (Social Traders Certified Social Enterprise, 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 Social Traders Certified Social Enterprise.

Social Traders is an independent not for profit company that works to foster social enterprise growth by linking them with business and government buyers.

Becoming a Social Traders Certified Social Enterprise 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 Social Traders Certified Social Enterprise, you agree to comply with:

  1. these Terms and Conditions, as amended by Social Traders from time to time;
  2. Social Traders Website Terms of Use;
  3. Social Traders Privacy Policy;
  4. all Social Traders policies and procedures, as amended from time to time; and
  5. all applicable Australian and international laws and regulations. In particular but not limited to, competition law obligations. Social Traders Certified Social Enterprises acknowledge that they may be “competitors” or “potential competitors” for the purposes of relevant Australian competition laws, including the Competition and Consumer Act 2010 (Cth). Social Traders Certified Social Enterprises understand their competition law obligations and will fully comply with them.

Certification

  1. Your certification with Social Traders is subject to ongoing recertification (as determined by Social Traders) as a Social Traders Certificated Social Enterprise. Accordingly, your business must:
    1. provide evidence that it meets the criteria determined by Social Traders as requested by Social Traders from time to time; and
    2. provide statements of your enterprises’ size, capability and impact as requested by Social Traders from time to time.
  2. When you are applying for recertification, Social Traders will specify the required documentation and you will be required to provide this information. If you are unable to provide the requested information, Social Traders may come to agreement with you for an acceptable form of documentation in place of the requested materials in order to verify your enterprise continues to meet the criteria.
  3. You agree that the information that you provide to Social Traders in or supporting your recertification is true and correct and not misleading in any way, and that no relevant information has been excluded. You must immediately advise Social Traders if any information becomes incorrect, misleading, untrue or if any relevant information has been excluded.
  4. As a Social Trades Certified Social Enterprise and in relation to the recertification process, you acknowledge and agree that:
    1. it is your responsibility to make Social Traders aware of any changes to your ownership, governance or organisational objectives;
    2. any changes to ownership, governance or to your organisational objectives will require a reassessment of your status as a Social Traders Certified Social Enterprise;
    3. Social Traders may in its absolute discretion assess such changes and make a determination in relation to the impact on your status as a Social Traders Certified Social Enterprise;
    4. Social Traders has the right to assume that you will comply with your governing documents and any board or shareholder resolution or formal undertakings made in connection with the application for certification and in connection with the recertification (including any undertakings made to conform governance documentation in compliance with conditions attaching to a certification determination) and it is entitled to rely on that assumption; and
    5. Social Traders may at any time request additional information from you in relation to a certification review or as part of its ongoing audit process and may require site access and access to records (in which case this will occur during business hours after reasonable notice is provided).
  5. You are responsible to advise Social Traders immediately of any changes to the solvency status of the Social Traders Certified Social Enterprise.

Social Traders Portal

6. As a Social Traders Certified Social Enterprise, you are permitted to access Social Traders’ portal that allows you to search for other Social Traders Certified Social Enterprises.

7. A social enterprise profile that sets out your Business Information will be listed and made available to be viewed by other Social Traders Certified Social Enterprises and Social Traders Buyer Members on the portal.

8. Access to Social Traders portal is strictly limited to Social Traders Certified Social Enterprises and Social Traders Buyer Members only. By using the Social Traders portal, you agree:

  1. to comply with Social Traders’ Website Terms of Use as amended from time to time;
  2. to only use this portal for lawful purposes;
  3. to keep your login details confidential and secure;
  4. not to disclose your passwords and login details to any third party;
  5. not to permit any other third party to use your passwords and login details;
  6. not to access the portal using another third party’s passwords or login details; and
  7. not to use this portal for any dishonest, fraudulent, misleading or malicious purpose; and
  8. not to disclose any Competitively Sensitive Information that may raise risks under relevant Australian competition laws, including the Competition and Consumer Act 2010 (Cth). 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.

How we use your information

9. 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. You must not provide false or misleading information to Social Traders, failing which it may result in prosecution and civil or criminal penalties.

10. 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.

11. 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.

12. Social Traders collects, holds, uses and discloses information, including Personal Information provided by you in accordance with the Social Traders Privacy Policy, for the purpose of research activities and delivering its products and services or otherwise conducting the functions and activities of Social Traders, or as required by law. You agree to the collection, holding, use and disclosure of such Personal Information by Social Traders for such purpose and in accordance with the Social Traders Privacy Policy. If you do not provide some or all of the Personal Information we request, we may not be able to provide you with some or all of our services. It is not likely that we will share your Personal Information with overseas recipients, and we will not do so without obtaining your consent.

13. You consent to Social Traders:

  1. disclosing your social enterprise profile and capability statement to Social Traders Buyer Members and their contractors. This information is vital because it helps buyers develop an understanding of the Social Enterprise market and what they can buy from social enterprise;
  2. listing your Business Information on Social Traders’ portal; and
  3. disclosing your Business Information to a third-party operator of procurement transaction platforms, such as Vendor Panel.

Certified Social Enterprises and Buyer Members

14. You acknowledge that Social Traders works with Social Traders Buyer Members to assist social enterprises to grow their impact. Social Traders promotes social enterprises to ensure that there is one principal contact between the buyers and social enterprises during early exploration by the buyers. Unless your relationship with a buyer pre-dates your certification status, you acknowledge that it is the role of Social Traders to communicate with these buyers on your behalf.

15. If a buyer approaches or contacts you directly, as soon as practically possible promptly inform a Social Traders representative via email or phone.

16. When you obtain procurement opportunities though Social Traders or work with a Social Traders Buyer Member, we ask that as soon as practically possible, you notify Social Traders of the outcome of the opportunities or work. If requested by Social Traders, as soon as reasonably practicable you must provide the financial and impact information on income derived from these opportunities or work via email or phone to a Social Traders representative.

17. As a Social Traders Certified Social Enterprise you must not conduct yourself in a manner which prejudices the goodwill or reputation of Social Traders. Any such action may result in the suspension or termination of your status as a Social Traders Certified Social Enterprise.

Certified Logo and Intellectual Property Rights

18. You agree to comply with the Social Traders’ Certified Logo Licensing Agreement in relation to the Certified Logo and associated Intellectual Property Rights.

19. 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 Social Traders Certified Social Enterprise in accordance with these Terms and Conditions.

20. You agree not to disclose any Social Traders Confidential Information without Social Traders’ prior written consent.

21. 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:

    1. arising out of, under, or in any way in connection with these Terms and Conditions including:
      1. becoming a Social Traders Certified Social Enterprise or any decision by Social Traders to suspend or terminate your certification for any reason;
      2. using the Social Traders Portal referred to in clauses 6 to 8 above; or
      3. using the goods and services or otherwise engaging with other Social Traders Certified Social Enterprises; or
    2. 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.

22. Notwithstanding any clause of these Terms and Conditions:

      1. Social Traders makes no warranty or representation as to the quality of any goods or services provided by any other Social Traders Certified Social Enterprises;
      2. you agree you will make your own inquiries as to the suitability of any goods or services provided by other Social Traders Certified Social Enterprises and will not rely on any perceived representation made by Social Traders; and
      3. Social Traders is not liable for (and you release and hold Social Traders (and its and officers, directors, agents, partners, successors and assignees) harmless against) any loss, damage, cost or expense suffered or incurred by you as a result of the acts or omissions of any other Social Traders Certified Social Enterprises.

23. 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:

        1. your breach of these Terms and Conditions;
        2. goods or services you provide to a third party including a Social Traders Buyer Member and another Social Traders Certified Social Enterprise;
        3. any warranty or representation regarding your goods or services which you make to a third party including a Social Traders Buyer Member and another Social Traders Certified Social Enterprise; or
        4. any information exchanged in any way whatsoever between you and a third party including a Social Traders Buyer Member and another Social Traders Certified Social Enterprise.

24. To the extent permitted by law:

    1. Social Traders’ total aggregate liability for all claims relating to these Terms and Conditions is limited to the payment of any fee to Social Traders; and
    2. Either party’s liability for any claim relating to these Terms and Conditions will be reduced to the extent to which the other party contributed to the damage arising from the claim.

25. Clauses 21 to 24 survive the termination of these Terms and Conditions and/or the termination or suspension of your status as a Social Traders Certified Social Enterprise.

Suspension or Termination

26. Social Traders, in its sole discretion, may restrict, suspend (and lift any such suspension) or terminate your status as a Social Traders Certified Social Enterprise if:

    1. in the opinion of Social Traders, you do not comply with or no longer meet the Social Traders Certified Social Enterprise criteria, in which case:
      1. you will be given an opportunity to respond in connection with the non-compliance; and
      2. you will be given an opportunity to address any issues raised in connection with your recertification.

      If, after the processes described in paragraphs 26.a.i and 26.a.ii are complete, 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 Social Traders Certified Social Enterprise and will have the power to restrict, suspend or terminate your status. Social Traders will be bound by the final decision;

    2. you commit a breach of these Terms and Conditions which, in our reasonable opinion:
      1. is not remediable; or
      2. if capable of remedy, is not remedied by you within 14 days of written notice;
    3. an insolvency event occurs in relation to your organisation, other than a solvent reconstruction with notice to Social Traders;
    4. in Social Traders’ reasonable opinion you engage in a conduct which is materially prejudicial to the goodwill or reputation of Social Traders; or
    5. you cease to operate.

27. If your status as a Social Traders Certified Social Enterprise is suspended or terminated:

  1. by Social Traders under clauses 26.b – 26.e; or
  2. by Social Traders as a result of advice given by the Advisory Group under clause 26.a,

you must immediately cease to represent yourself as a Social Traders Certified Social Enterprise. Any such decision in accordance with this clause is final and binding.

Variation

28. Social Traders reserves the right to amend these Terms and Condition where:

    1. it is necessary to comply with changes in the law or regulatory reasons; and
    2. Social Traders needs to correct any errors or omissions (and this right includes the right to change any of the documentation which forms part of these Terms and Conditions), as long as such correction is minor and does not materially affect the Terms and Conditions.

29. Where practicable, Social Traders will provide reasonable notice of any proposed variation to these Terms and Conditions before they come into effect.

Severability

30. 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.

Governing Law

31. 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.

Definitions

In these Terms and Conditions, unless the contrary intention appears:

Advisory Group means the independent in situ committee appointed by Social Traders and made up of 3-4 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;

Certified Logo means the Social Traders Certified Social Enterprise logo that is made available by Social Traders to be downloaded from its portal;

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 relating to the research or development, marketing, funders or Social Traders Certified Social Enterprises;

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;

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), the Spam Act 2003 (Cth), the Do Not Call Register Act 2006 (Cth), the Health Records and Information Privacy Act 2002 (NSW), the Health Records Act 2001 (Vic), the Health Records (Privacy and Access) Act 1997 (ACT), and all other laws, rules, codes (including the Privacy (Credit Reporting Code) 2014 (Cth)) and regulations in Australia applicable to private sector organisations (including when acting as contracted service providers to a government contract) that relate to the privacy, protection or processing of Personal Information;

Social Traders Buyer Members means an organisation participating in the Social Traders Buyer Member program that links Social Traders Certified Social Enterprises with Australian business and government buyers and that accesses Social Traders social procurement services for a fee;

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/

Social Traders Certified Social Enterprise or you mean a current certified social enterprise Social Enterprise meeting the certification criteria as defined by Social Traders from time to time;

Social Traders Privacy Policy means the privacy policy available at https://www.socialtraders.com.au/privacy-policy.