Terms and Conditions
In this Agreement:
- "Member Jungle" means Telligence Pty Ltd ACN 109 572 376 trading as Member Jungle.
- "The System" means the Member Jungle Online Membership System which may include, but not limited to, a content management system (called PowerSites or MemberJungle), membership management, events management, email systems, document management, mobile application and online store.
- "Club" means the person, persons, corporate body or partnership who accepts these terms and by that acceptance agrees to be bound by these terms. Also may be referred to as "Client".
- “Site and Service Fee” means a fee which applies to all transactions conducted through the Member Jungle system on your website. It is a small convenience fee added to payments collected on the system to cover the use of the system.
- “Platform Fee” means a fee for the use of the Member Jungle System, Website, Hosting and Gateways. The Member Jungle Platform Fee is deducted as a percentage of payments collected on the system and applies when the clubs are paid. It is deducted from the amounts to be distributed to the clubs.
Member Jungle agrees to host a website and membership management system for you on the Internet (the “service”).
The provision of the service by Member Jungle and your obligations in receiving the service are completely set out in this agreement (the “Agreement”). If Member Jungle is accepting payments on your behalf, additional terms and conditions are covered in the document Member Jungle Merchant Document
This Agreement is a continuing agreement on a monthly basis. Member Jungle may vary the terms of this Agreement at any time by giving you one month’s notice. You cannot impose on Member Jungle any terms or conditions outside this Agreement.
Where this Agreement refers to a party giving notice or requesting information, that means a written notice or request hand delivered or delivered by mail or facsimile. The laws of New South Wales, Australia apply to this Agreement.
By purchasing a Member Jungle system you confirm that you (the client or the club) agree to adhere by these terms and conditions of these terms of service. These terms of service are legally binding and represent an agreement between you (the client or the club) and Member Jungle (the provider”).
1. Member Jungle designs, builds, and hosts membership system websites and applications and related support.
2. The client has the right to, title, and interest in a website containing intellectual property owned by the client together with, but not limited to textual content, video and/or audio.
3. The client wants Member Jungle to host its membership management website and understands that Member Jungle websites must be hosted on Member Jungle servers.
4. Member Jungle websites all come with a Content Management System known as the PowerSites CMS, and a Member Jungle design template which the client has access to.
5. Member Jungle licenses the use of the Member Jungle Online System which includes the PowerSites CMS software, mobile applications and design templates for the duration of the contract.
6. Ownership of the intellectual property of the Member Jungle Membership Management System and PowerSites CMS software, mobile applications and design templates is not transferred to the client as part of this agreement, the use of or the purchase of the website.
7. All webpages, communications, membership cards, tickets and emails from the Member Jungle software will: a) display a link displaying ‘Powered by Member Jungle’ with a link to memberjungle.com.au or any other Member Jungle owned website; b) show the Member Jungle logo; c) have a link to Member Jungle terms and conditions and d) other appropriate content to cover Member Jungles rights.
8. This agreement shall take full force and effect as and from the date of the client’s acceptance of this agreement.
9. Member Jungle shall supply to the client all services necessary to effectively host the clients’ website and make available for a fee to the client the services of Member Jungle to provide to the client online support for the ongoing administration and maintenance of the client’s website and membership management system hosted by Member Jungle in circumstances where the client requests such support.
10. This Agreement may change from time to time. In the event that this Agreement changes, Member Jungle shall advise the client in writing at least 30 days before the changes shall take effect. If the client asserts that any changes to this Agreement show unfair bias against the interests of the client in favour of Member Jungle, the client agrees to dispute the application of the changes in writing prior to the changes taking effect. In the event of a dispute the client will either be provided with a written exemption from the specific changes within this Agreement that the client asserts to be unfair, or if this is not possible the client may at its option terminate this Agreement by giving 30 days’ notice to Member Jungle whereupon Member Jungle shall charge for services rendered up to the date of termination of this Agreement which is to be paid in full by the client on or before the date of the termination of this Agreement.
11. Member Jungle may terminate the Agreement without notice to the client in the event Member Jungle becomes aware of any of the following:-
- content on the client’s website (including content generated by users of the client’s website) that does not comply with the acceptable use policy of Member Jungle as set out above;
- notwithstanding the terms of acceptable use policy of Member Jungle any matters that is either offensive and/or obscene, seditious, blasphemous, defamatory or inappropriate in the opinion of Member Jungle by the club or it's members;
- repudiatory conduct as defined under clauses 67-73.
- Any outstanding invoices not paid to Member Jungle within the specified payment terms
12. The client warrants to Member Jungle that it shall not by its conduct frustrate Member Jungle from hosting its website or withhold the necessary support to Member Jungle for the effective hosting of the website. Member Jungle shall not be liable for any interruption to the provision of the client or the hosting services where an interruption is beyond the control of Member Jungle including but not limited to force majeure.
13. You understand that factors including failure of Member Jungle’s hardware, software, power supply or telecommunications link could result in the service being unavailable.
14. The service may also be unavailable from time to time (“outage”) due to emergency or scheduled maintenance by Member Jungle. In the case of scheduled outage, Member Jungle will publish expected outage times and duration and will, if requested by you, e-mail this information to you. You acknowledge that at times congestion of parts of the Internet will mean the service is more limited than at other times or temporarily not available for access by you or other users of the Internet.
15. You acknowledge that temporary unavailability of the service for these and any other reasons is not a breach of this Agreement by Member Jungle.
16. In the event Member Jungle terminates this Agreement as a result of any breach of this Agreement by the client and withdraws its hosting services from the client whereby the client’s web page is no longer hosted on the internet:
- Member Jungle will not be liable for any loss or damage arising from the withdrawal of the hosting services from the client.
- Should any breach be resolved and the client desirous of reactivation of services, Member Jungle will charge a reactivation fee of no less than $299 including GST to cover Member Jungle’s reasonable costs incurred as a result of the breach, to be paid in full before reactivation.
- Should a site be deactivated for a period in excess of 6 months for any reason, the purchase of new licence and website would need to be purchased at a cost to be advised at the time, according to new website pricing structures.
17. The Client agrees that they will be liable for any unauthorised use of Member Jungle copyrights and trademarks.
18. The Client's uploaded content to a Member Jungle website will retain their copyright in the content. The Client grants Member Jungle the right to publish that content on the website.
19. In this Agreement Member Jungle shall provide services to the Client for fees as agreed. These fees can include
- Monthly Subscription Fees
- Member Jungle Payment Gateway Fees
- Site and Service Fees (included in Member Jungle Payment Gateway Fees and also applied when utilising your own payment gateway).
- One-off Fees (Accelerators, Onboarding, Custom Development, Module fees, etc)
20. Member Jungle charges all Monthly Subscription fees upfront, in advance. These fees are non-refundable. Payment of Monthly Subscription fees are charged on the 1st of each calendar month, and payable via automatic credit card payment processing or direct debit only. For Clients wishing to pay via direct deposit an invoice will be issued to the Client no less than 7 days before the due date. Any unpaid invoices will result in the suspension of all services as per Clauses 19 and 25. Credit Card transactions will attract a 1.5% payment processing fee.
21. Member Jungle reserves the right to increase ongoing fees and will be notified to the Client at least 30 days prior to the increase.
22. Member Jungle shall provide up to a maximum of 50GB data transit per calendar month and 10GB of Disk Space. Any additional data transit required shall be supplied and charged at $10 per GB.
23. Member Jungle will provide you the use of a server connected to the Internet to host your Member Jungle website. You must not exceed the Disk Space or do anything which, in the reasonable opinion of Member Jungle, causes a detrimental effect to any other general computing resources provided by Member Jungle to operate the Web Server (“resources”), and if you do, Member Jungle may (in addition to any other rights it may have under this Agreement) limit the Space to the amount specified, or limit the resources.
24. You will be responsible for all charges incurred in relation to your Space and any misuse of the Space. This liability applies whether it was you, a person authorised by you or an unauthorised person using your Space. You will be responsible for designing, loading and maintaining any content of your website. You are not permitted to transfer or resell your rights to use the service, any parts of your space or any other rights conferred on you by this Agreement.
25. Member Jungle shall provide an ongoing support allocation inclusive in its regular ongoing costs with limits as defined under the FAIR USE, REPUDIATORY CONDUCT AND DISPUTES clauses of this Agreement. Any support incidents raised beyond the terms of the FAIR USE, REPUDIATORY CONDUCT AND DISPUTES clauses will be charged at a rate of $190 per hour including GST. Member Jungle will waive charges for support at its discretion. The client will not be charged for any support incidents determined by Member Jungle to be attributable to a problem with the underlying software or an error on the part of Member Jungle.
26. Member Jungle reserves the right to decline the provision of technical support if a Client has unpaid Monthly Subscription Fees, or other outstanding amounts for which payment has not yet been received.
27. Member Jungle reserves the right to classify a working project (not a live website) as ‘abandoned’ should no contact be made by the Client for 3 months or more.
28. All abandoned projects will be archived for a further period of 6 months only, at which point the project will be purged from our servers and a new website package will be quoted in accordance with the current pricing structure.
29. Any abandoned projects for which a payment has been paid will not be refunded, and any work completed by Member Jungle remains the property of Member Jungle.
30. Any extra hours completed by Member Jungle beyond the initial deposit received, will be invoiced to the Client upon the project being marked as ‘abandoned’.
31. Should the Client fail to pay this invoice Member Jungle reserve the right to engage a Recovery Agency to recoup monies owing on its behalf and any additional service fees from the Recovery Agency.
32. Should the Client change the scope of the project after initial commencement, all fees paid to Member Jungle in advance will not be refunded to the Client, and any additional outstanding amounts will be payable. Should the client wish to proceed with a new scope, a new package will be quoted by Member Jungle in accordance with the current pricing structure.
33. You acknowledge that Member Jungle has made no warranties that the Services will be error free.
34. You agree that Member Jungle will not be liable or responsible for any failure in, or delay to, the provision of the Services, Products, or in Member Jungle complying with its obligations under this Agreement where such failure or delay has arisen as a direct or indirect result of:
- fire, earthquake, storm, flood, hurricane, inclement weather or other act of God, war, terrorism, explosion, sabotage, industrial accident or an industrial strike;
- denial of service attacks, telecommunications failure, hardware failure or the failure of software provided by a third party to function in accordance with its specifications;
- a significant demand being placed on Member Jungle's services which is above the usual level of demand and which results in a failure of Member Jungle's software and hardware to function correctly;
- the failure of any third party (including without limitation, any bank or other financial organisation) to fulfil any obligations to Member Jungle; or
- any other circumstances or event similar to the above which are beyond the reasonable control of Member Jungle.
USE, SALE AND PURCHASE USING YOUR MEMBER JUNGLE WEBSITE
35. All membership services, event tickets or products are sold by the Client using Member Jungle as agent for the Client and the Client is responsible for the service or product. Any claims by Users arising from a purchase of any items on a Member Jungle website are solely against the Client.
36. All membership services, event tickets and products are sold subject to the terms and conditions imposed by the Client and Member Jungle accepts no responsibility for provision of those items. Clients must rely on their own enquiries to ascertain those terms and conditions for their end users, if any, before purchase.
37. Member Jungle accepts no liability to Clients or Users for any direct, incidental, consequential or indirect damages, loss or corruption of data, loss of profits, goodwill, bargain or opportunity or loss of anticipated savings resulting from access to, use of, inability to access or reliance on the site or its content.
38. While Member Jungle attempts to ensure the accuracy of information provided on www.memberjungle.com.au , Member Jungle does not guarantee the accuracy of information, the suitability of products, or anything else.
39. The Member Jungle website, The Client's website, and all other goods and services produced or supplied by Member Jungle come “as is” without warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose.
40. Member Jungle makes no warranty or representations regarding any company, individual, website or organisation mentioned on the Client's website, any links from the website, or the Client's provision of goods or services offered through the site.
41. Member Jungle maintains a strict no refunds policy for all Site and Service Fees. Member Jungle will, in event of a refund of any payment received by the Client, retain any Site and Service Fee or any Platform Fee charged.
METHOD OF PAYMENT
The client warrants to Member Jungle and agrees to:-
42. Pay Member Jungle in full, in advance, at all times. No work will be commenced until payment has been received.
43. Execute all documentation necessary to allow Member Jungle to directly debit from the Client’s credit card or bank account monthly charges for all and any products and/or work undertaken by Member Jungle for the Client.
44. Availability of funds:
- Ensure that valid credit card details or direct debit details are supplied to Member Jungle prior to the first of each calendar month, with sufficient funds to make payment to Member Jungle for any monies due and owing.
- Should payment not be made by or on the due date of invoice, Member Jungle reserve the right to suspend any and all services and at its discretion charge a reactivation fee of $299 before reinstating these services.
45. Should payment of any recurring monthly fees be declined where follow up from our Accounts Team is required for 2 or more consecutive months, Member Jungle reserve the right to charge the Client 12 months of monthly fees in advance, in addition to a $99 administration fee for alterations made to the account.
46. Make payment upon receipt of a tax invoice from Member Jungle for all charges including but not limited to website hosting, custom development, technical support, SEO, websites and marketing packages, which shall all be charged in advance.
47. Make payments to Member Jungle upon receipt of a tax invoice from Member Jungle for excess charges for messages or data which shall be charged in arrears.
48. Make payments punctually on the first of each calendar month in accordance with the billing periods which shall be based on calendar months.
49. In the event the client is a corporation, the directors of the client agree to be parties to this Agreement and guarantee the performance of the client and further agree to assume each and every liability and obligation of the client pursuant to this Agreement in the event of and as and when the directors of the client are called upon to do so for whatever reason. The obligations of the directors of the client include but are not limited to the payment of any and all tax invoices rendered to the client by Member Jungle.
50. The client agrees to advise Member Jungle of any change of contact details. Member Jungle will not be liable for any consequences of tax invoices or other notices or documentation being sent to incorrect addresses as a result of a failure of the client to provide notice of a change of said details.
51. You authorise Member Jungle to provide your name, address and other information identifying you to any person or government or other authority if required to do so by law, or in circumstances where, in the reasonable opinion of Member Jungle, disclosure is necessary to protect Member Jungle against any actual or potential claim by another person which may, in the reasonable opinion of Member Jungle, cause loss or damage to Member Jungle.
52. In the event this Agreement is terminated by the Client, the Client agrees to pay to Member Jungle an amount to be costed on the basis of all services provided by Member Jungle that remain unbilled as at the date of termination.
53. Provide to Member Jungle 30 days written notification for any cancellation request. Notice must be provided by the account holder or a nominated representative (as identified by the Client) and clearly state the service to be cancelled, along with the date the cancellation is required to be actioned. Member Jungle reserve the right to charge 30 days of monthly ongoings if such notice is not provided.
54. Following a cancellation request, Member Jungle will remove all data from our servers after the cancellation date. These website files may not be able to be recovered following this time and if they can be recovered there may be substantial recovery costs.
ACCEPTABLE USE POLICY
55. You are solely responsible for the selection, dissemination and use of information made available via the service. Member Jungle does not control or edit the content of information available in connection with the service in any way. You understand that some information may be offensive to, or leave you liable to, claims by other parties in Australian or other jurisdictions. You understand that making available some information may be illegal in Australian or other jurisdictions.
56. The Client warrants to Member Jungle that it is the lawful owner of or has permission from the lawful owner to publish all intellectual property published on its website that it has requested Member Jungle to host.
57. Member Jungle does not accept, and excludes to the fullest extent it is legally able to do so, all responsibility and liability for information accessed through your website. You accept all responsibility and liability for information accessed through your website. You understand that the service and the Internet may not be secure or confidential and that information may be intercepted or read or interfered with by an unauthorised person.
58. You are responsible for the selection and use of any security features in relation to internet transmissions. Member Jungle is not responsible for any disclosure of confidential information occurring through the service. You acknowledge that there is potential risk of damage to your software, hardware or stored information through computer malfunctions, viruses or worms, to which your computer may be exposed through provision of the service.
59. Member Jungle is not responsible for any damage suffered as a result of exposure to these or other potential dangers. You are responsible for maintaining back-up copies of stored information. You are responsible for the initiation and maintenance of any security features, software or procedures to minimise these types of risks. Except where this Agreement states otherwise, Member Jungle excludes all warranties (whether express, implied or statutory) relating in any way to the service to the fullest extent it is legally able to do so.
60. Member Jungle’s liability for breach of any warranty implied into this agreement by statute which cannot be excluded is limited to the supply of the service again or, at Member Jungle’s option, to payment of the costs of having the service supplied again.
61. You must not use the service in any way which might interfere with, disrupt or impair the Internet, the service, the equipment or access to the service by other users.
62. You must not transmit or disseminate on the Internet any viruses or worms. You must not transmit or disseminate on the Internet any material that is harassing or threatening or any material that is defamatory. You must not use the Internet or the service for any illegal purpose, transmit information illegally or do any act which is illegal under any law. You must not do anything which will or may constitute an infringement of copyright.
63. You must not make available any information which will or may leave Member Jungle liable to any civil or criminal penalty or any claim by any person or which may cause loss or damage to Member Jungle or to any person.
64. Member Jungle may notify you from time to time of operating rules relating to use of the service. You agree you will observe these rules. Failure to do so will be a breach by you of the Agreement entitling Member Jungle to immediately terminate the Agreement and the service.
65. You acknowledge that you will be liable for any damage caused by any breach of this Agreement by you or anyone else using your website. You indemnify Member Jungle against any claims by any other party arising out of your actions or the actions of someone using your website.
66. This indemnity includes, without limitation, claims as a result of the transmission or propagation of any illegal, fraudulent or offensive material by you or another person using your account. The indemnity also includes claims as a result of any use of the service or action which infringes the copyright or other intellectual property rights of any other party.
67. In the event that the client, in allowing Member Jungle to host its website breaches any law of but not limited to any State or Territory of the Commonwealth of Australia and/or the Commonwealth of Australia, Member Jungle may terminate this Agreement without prejudice to the rights of Member Jungle to seek one or all of compensation damages indemnities relating to liability incurred as a result of the client’s aforementioned breaches.
68. The Client must allow online membership applications, renewals and/or sales of event tickets and/or store products on their website. Use of the Website system without performing ongoing transactions (and hence application of Site and Services Fees and/or Platform Fees) is in clear violation of the Acceptable Use Policy and Member Jungle can terminate the agreement instantly and the Client may be liable for a minimum charge of $99/month, back-dated if applicable.
FAIR USE, REPUDIATORY CONDUCT AND DISPUTES
68. Member Jungle does not apply fixed limits to the amount of support we give to our clients. The client understands that Member Jungle must ensure it is able to provide quality service to all its clients, and that no clients should be disadvantaged by the behaviour of others.
70. The client agrees not to engage in excessive contact, which includes but is not limited to:
- Repeatedly asking for assistance with matters outside Member Jungle’s control, responsibility, or remit, after Member Jungle has advised the client that this is the case, including but not limited to: basic computer assistance, business advice or other technical assistance not related to Member Jungle’s services.
- Repeatedly and unreasonably asking for assistance with matters with which Member Jungle has previously provided training. The client agrees to endeavour to understand the training they are provided.
- Excessive phone calls or emails to the extent that it has a detrimental impact on our ability to service our other clients.
- Demands for assistance with non-urgent matters outside of Member Jungle’s support hours where urgency is determined at the sole discretion of Member Jungle.
71. If Member Jungle determines that the client is engaging in excessive contact, it will provide written notice to the client of this determination, and the client agrees that Member Jungle at its sole discretion may as a result undertake any or all of the following actions:
- Apply a restriction on contact time permitted with the client
- Invoice the client for all or a portion of time spent on the phone, responding to emails and support tickets, and any other undertakings required to service the client
- Suspend and/or terminate the client’s provision of services, not before a third warning has been given. Warnings may not be given any more frequently than every seven days.
72. Member Jungle agrees that notices of excessive contact must be provided within 30 days of said excessive contact and the determination can only be made on the basis of activity within the 90 days preceding the date the notice is issued.
73. The client agrees that any dispute it wishes to make to a notice of excessive contact must be provided in writing to Member Jungle within 14 days of the issue of the notice.
74. The client agrees not to engage in repudiatory conduct, which includes but is not limited to:
- Abusive behaviour towards staff, agents, partners or directors of Member Jungle, which includes threatening behaviour and/or speech
- Defamation of staff, agents, or directors of Member Jungle, or of Member Jungle or related businesses
75. The client agrees that in instances of repudiatory conduct, Member Jungle is entitled to immediately terminate this agreement without prejudice to its rights to seek one or all of compensation, damages, or indemnities relating to the conduct.
MEMBER JUNGLE ACCEPTING PAYMENTS
76. If Member Jungle accepts and processes any payments on behalf of the Club, then this agreement is extended by the Member Jungle Merchant Agreement and any acceptance of these Terms and Conditions is acceptance of the Merchant Agreement Terms and Conditions.