Member Jungle Merchant Agreement

TERMS OF AGENCY AGREEMENT

This Agreement is made on the date of acceptance of the terms of this Agreement by the Seller.

In this Agreement:

"Member Jungle" ("us","we") means Telligence Pty Ltd ACN 109 572 376 trading as Member Jungle .

"Club" or "Seller" ("you") means the person, persons, corporate body or partnership who uses software systems provided by Member Jungle and who accepts these terms and by that acceptance agrees to be bound by these terms AND the Member Jungle General Terms and Conditions regarding the use of the Member Jungle platform.

“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.

“Platform Fee” means a fee for the use of the Member Jungle System and Payment Gateways. The Member Jungle Platform and Process 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.

All payments may be processed using one of two payment options:

  • via our payment gateway ("Member Jungle Gateway"); or
  • via a Member Jungle Stripe Connect Gateway created in your own name ("Member Jungle Stripe Connect Gateway").

 

IT IS AGREED:

Agency

  1. The Seller appoints Member Jungle the Club’s agent for the on-line sale of membership, event tickets and other products offered for sale by the Club as notified by the Club to Member Jungle from time to time through the Member Jungle website and membership system.

  2. The area for which Member Jungle is the Club’s agent ("the territory") comprises the whole world.

Fees and GST

  1. The Club authorises Member Jungle to charge and retain fees (inclusive of GST) as set out in the Pricing Schedule.

  2. Member Jungle must provide the Club with a tax invoice for the fees collected under clause 3 within thirty (30) days of the collection of the fees .

  3. Member Jungle will remit to the Club all GST collected on behalf of the Club.

  4. The Club is solely responsible for the payment of GST collected under clause 5 to the Australian Taxation Office or relevant government agency for your country.

Receive money

  1. Member Jungle may receive money from purchasers on behalf of the Club and if Member Jungle does so, those moneys are held for the benefit of the Club.

  2. Member Jungle will remit the non-Event moneys to the Club within eight (8) days of the collection of the fees. Payments to non-Australian bank accounts may encounter further delays that Member Jungle cannot control and Member Jungle accepts no responsibility for such delays.

  3. There are specific constraints that are imposed on us to protect Event Ticket Holders and when we release Event moneys to the Club. For Events where money is collected by Member Jungle, these collected moneys will be remitted to the Club within eight (8) days of the completion of the event. 

Event funds and fees 

  1. If you choose to have Event Funds and Fees processed using the Member Jungle Gateway,  you agree that Member Jungle will receive the Event Funds and Fees, retain the Fees as payment for the Services and hold the Event Funds in full as your agent until such time as you request the release of the Event Funds or the event is complete.

If you request release of all or part of the Event Funds (including initial and subsequent requests for access to Event Funds) before completion of the relevant event or activity, Member Jungle may accept or reject each such request in our absolute discretion. If we accept any request it will be subject to any conditions we may require in our absolute discretion, such as any or all of the following conditions:

  • you providing evidence that satisfies us that the event will proceed on the proposed date and at the proposed time and place;
  • an individual (or individuals) acceptable to us providing to us a personal guarantee and indemnity in the form required by us;
  • you obtaining an event cancellation insurance policy on terms and with an insurer acceptable to us in which we are noted as a covered party;
  • you providing ongoing status reports and financial information about the event in the form and at the intervals that we specify; and/or
  • you meeting such other requirements that we consider necessary.

Member Jungle can reject subsequent requests for early release of Event Funds even if we have accepted earlier ones and we can impose the same or different conditions in respect of each separate request.

If you are a school, government department or agency or charity Member Jungle may permit you, in our absolute discretion, to have early release of Event Funds before the event or activity has been completed without imposing such conditions.

  1. You acknowledge and agree that you will be required to deposit into our nominated bank account the full amount of Event Funds that we have released to you ('Released Funds') within 1 business day of us requesting that you do so if:
  • your event is varied, cancelled or postponed;
  • we consider, acting reasonably, that one or more circumstances exist where a customer or ticket holder would have a full or partial entitlement to a refund from you or the customer's or ticket holder's credit card or payment service provider;
  • we suspect, acting reasonably, that you or any guarantor of your obligations are or may be insolvent or that any insurance policy that you are required to take out has not been taken out or has lapsed; or
  • any step is taken to appoint a receiver and manager, trustee in bankruptcy, administrator, a liquidator or other like person over the whole or any part of your assets or those of any guarantor of your obligations.

If we request it, you must return all Released Funds in these circumstances whether refunds are presently due or not.

Event funds and fees - Member Jungle Stripe Connect Gateway

  1. If you elect to use a Member Jungle Stripe Connect Gateway as your payment option, you agree that the Fees will be remitted to us on each transaction. If you choose to use the Member Jungle Stripe Connect Gateway, the management of the Event Funds, including the collection, holding and release such funds, will be a matter between you and Stripe. Any terms governing your use of the Member Jungle Stripe Connect Gateway are as between you and Stripe and do not in any way affect these Terms.

Event variation, postponement or cancellation and refunds

  1. If The Club becomes aware that the details of an event will need be varied (including time, date, venue, etc) or the event is to be cancelled The Club must immediately notify Member Jungle and promptly update the event page.

  2. The Club must use reasonable endeavours to promptly notify customers of a variation, postponement or cancellation and always before the date of the event. Member Jungle will assist The Club by providing relevant contact information however it is your responsibility to contact the customer.

  3. Where The Club elects or is required to give refunds to customers, you must ensure that, if applicable, sufficient Released Funds are returned to Member Jungle to cover all amounts you will refund or you manually refund those customers. In circumstances where Member Jungle have required you to return Released Funds, we may either manage all refunds as your agent via your Account or require you to give refunds in accordance with our directions.

  4. The Club is solely responsible for any refunds and must not make any representations to customers or to any third parties about us or our fees in connection with refunds.

  5. Notwithstanding anything else set out in these Terms, The Club indemnify Member Jungle for any loss (including indirect and consequential loss) or damage that we suffer or incur as a result of or in connection with any varied, postponed or cancelled event and any refunds to customers, including any shortfall in refund amounts by reason of the payment to us of our fees and charges.

Obligations of Club

  1. The Club must not advertise or promote merchandise, an event or other membership systems using the Member Jungle website or any services that directs purchasers to any other ticketing agency or payment gateway other than Member Jungle. If the Club is in breach of this obligation Member Jungle will be immediately entitled to recover from the Club as damages the amount of fees Member Jungle would have received from the sales plus its reasonable costs, including legal costs, in pursuing its rights under this clause.

  2. The Club cannot describe or suggest to provide any membership services that it cannot fulfil. The Club assumes all responsibility for delivering all membership services and completely indemnifies Member Jungle from any actions taken by members against The Club.

  3. Member Jungle uses Stripe for payment services. The Club agrees to adhere to the Stripe Restricted Business Agreement and specifically will not sell any product or service that is in the categories of businesses and business practices listed this includes raffle tickets, lottery and any form of gambling. 

  4. The Club must maintain their own Privacy Policies and Terms and Conditions. Member Jungle accepts not responsibility for the implementation of a Club's own Privacy Policy or Terms and Conditions for their Members.  

  5. The Club must ensure that their Members are aware of, and accept, the Member Jungle Purchase Terms and Conditions when payments are accepted by the Member Jungle Payment Gateway on behalf of the Club.

Cancellation

  1. This agreement may be cancelled:

    1. by either party upon 1 months written notice;

    2. by the Club immediately by notice if Member Jungle becomes bankrupt or enters into a composition, deed of assignment or deed of arrangement with his or her creditors under the Bankruptcy Act 1966 (Cth) or if Member Jungle fails to account for moneys received by it on behalf of the Club or becomes permanently incapable of performing his or her duties as agent; or

    3. by Member Jungle immediately by notice if the Club becomes bankrupt or enters into a composition, deed of assignment or deed of arrangement with his or her creditors under the Bankruptcy Act 1966 (Cth), or if Member Jungle becomes reasonably aware that the Club has committed a fundamental breach of this agreement, the Club cannot or will not fulfil its obligations under this Agreement, or the Club becomes permanently incapable of performing its duties as principal.

Orders

  1. Member Jungle will transmit to the Club all store, ticket and membership orders received by Member Jungle within seven (7) business days after their receipt by or on behalf of Member Jungle.

Indemnity

  1. The Club indemnifies Member Jungle against:

    1. any claims against Member Jungle arising from the sale or offering for sale of any products, memberships or tickets subject of this agency agreement; and

    2. losses incurred by unauthorised use of a credit card processed for any purchase by someone other than the person or entity to whom a credit card is lawfully issued or any chargeback transactions that requested by a bank.

  2. For the avoidance of any doubt:

    1. if the provision of any membership service or membership renewal service which are sold through Member Jungle is not completed, the Club indemnifies Member Jungle against any claim arising from that provision of membership, and the Club is solely responsible for refunding any purchase price, damages or any other amount claimed by any party;

    2. for any product sold through Member Jungle the Club indemnifies Member Jungle against any claim arising from that provision of that product, and the Club is solely responsible for refunding any purchase price, damages, chargeback fees or any other amount claimed by any party;

    3. if any event to which tickets are sold through Member Jungle does not proceed, the Club indemnifies Member Jungle against any claim arising from that event or non-event, and the Club is solely responsible for refunding any purchase price, damages or any other amount claimed by any party; and

    4. where there is unauthorised use of a credit card as set out in cl. 7, the Club will credit or return the total of any funds owed to the lawfully authorised credit card holder.

  3. The Club must advertise this indemnity in the Club’s terms and conditions, to the extent that all claims are against the Club and the Site and Service Fee and Platform Fee charged by Member Jungle are non-refundable.

Identity Check

  1. As part of the agreement to use Member Jungle’s Services you will be required by Member Jungle to provide additional information (beyond the information required to register for the Services) about yourself, the entity you represent (if any) and the principals/beneficial owners of the entity you represent (if any) (collectively, "Additional Registration Data"). As an example, the Additional Registration Data may include current address, business or organisation names, description of products, website address, bank account or other payment account information, Tax Identification Numbers, date of birth, passport or drivers licence number, country of origin, copies of government identification documents and other personal information. This information may be used to verify your identity, the validity and/or legality of your transactions and/or whether you qualify to use the Services for paid management activities. You agree to: (a) provide this information in a timely, accurate and complete manner and (b) maintain and promptly update this information in a timely manner to ensure it remains accurate and complete at all times.

  2. The Club agrees that Member Jungle is permitted to share Registration Data (as defined in the Terms of Service), Additional Registration Data and information relating to your events and transactions on the Services with our Payment Processing Partners and with your bank or other financial institution, in each case to the extent your transactions involve such third parties. In addition, you authorise Member Jungle to verify your Registration Data and Additional Registration Data and conduct due diligence on you through third parties, including third party credit reporting agencies.

  3. The Club acknowledges that Member Jungle may provide third parties with the Club’s details for the purpose of performing various identity check procedures, including but not limited to verification of the Club’s identity, credit rating, bank account details and company registration. The Club consents to any identity check Member Jungle reasonably commissions.

  4. Member Jungle reserves the right to suspend your Member Jungle account or to withhold any amounts due to you in the event that we reasonably believe that your Registration Data or Additional Registration Data is inaccurate or if you fail to provide all Registration Data or Additional Registration Data within the timeframes requested.

Chargebacks / Reversals

  1. Any credit card chargebacks or other transaction reversals initiated against Member Jungle or its affiliates for any reason (except to the extent they are caused solely by Member Jungle's negligence or willful misconduct) with respect to a Club's event and all related credit card association, payment processing, re-presentment, penalty and other fees and expenses incurred by Member Jungle or its affiliates in connection with such chargebacks will ultimately be the responsibility of Club, and Club agrees to promptly and fully reimburse Member Jungle for such amounts on demand. As part of Member Jungle's limited payment collection agency, Member Jungle will use commercially reasonable efforts to manage the re-presentment of such chargebacks and reversals on behalf of Club and Club hereby authorises Member Jungle to do so and agrees to use reasonable efforts to cooperate with Member Jungle in such re-presentment. However, Member Jungle will have no obligation to re-present any chargeback that it believes in its discretion it is more likely than not to lose or that relates to a transaction that should be refunded in accordance with the Club's refund policy. Both parties agree that Member Jungle's loss of any chargeback that has been re-presented by Member Jungle will not in any way limit Club's obligation to reimburse Member Jungle and its affiliates under this paragraph.

Privacy Policy

  1. Member Jungle will not share your Club or Member Data information with any third-party unless outlined in this agreement or our privacy policy.

  2. Member Jungle will collect personal information of purchasers required for the Club to supply the tickets, provide products and memberships. The Club acknowledges that it is bound by the terms of Member Jungle' privacy policy , and any breach of the privacy policy by the Club will be a fundamental breach of this agreement under cl. 10 (c).

  3. Member Jungle may from time to time need to disclose personal information regarding your Club or Members to comply with a legal requirement, such as a law, regulation, court order, subpoena, warrant, in the course of a legal proceeding or in response to a law enforcement agency request.

  4. If your Club website is part of a Membership Club Group, where you have a Club relationship with a parent body, Member Jungle may share summary information and basic member demographic details with the parent body as agreed by the Club.

Payment and Credit Card Security

  1. Member Jungle does not store any credit or debit card information on any of our servers.

  2. Payment processing services for the Club on Member Jungle are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as a Club on Member Jungle, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Member Jungle enabling payment processing services through Stripe, you agree to provide Member Jungle accurate and complete information about you and your business, and you authorize Member Jungle to share it and transaction information related to your use of the payment processing services provided by Stripe.

Data Security

  1. Member Jungle stores all Member Jungle data in a highly secure database system, that is not directly accessible from the internet.  Passwords and other secure data is additionally digitally encypted at a database level.

  2. Our servers reside in a private cloud that we control and manage utilising underlying architecture provided by Google Cloud Platform. Our servers reside in the Australian Data Region which comprises three separate data centres running in a full failover mode. More information regarding the GCP Security and Infrastruture is available at the following link https://cloud.google.com/security/infrastructure .

  3. Our webservers are only directly accessed by Member Jungle employees for support and code development requirements. No external organisations or contractors can directly access the Member Jungle servers.

  4. Member Jungle makes available the encyption of HTTPS traffic to Member Jungle Websites which we suggest you use. You may also provide your own SSL certificates that we can install on your Member Jungle website.

  5. Email notifications regarding membership requests, renewals, event registrations, store purchases are sent from Member Jungle to Club website administrators and to Club members. These emails may contain personal details (but will never include financial details). These emails are sent in plain text and Member Jungle accepts no responsibility for the transmission of any emails sent from the Member Jungle system.

Data Retention

  1. Member Jungle accepts no responsibility for the period of data retention of members personal data by a Club. To be clear, it is the responsibility of the Club to dictate and maintain their own data retention policies and Member Jungle has no control over the period that a Club retains a Member's data. If any data is deleted by a Club, then it is deleted and removed from the Member Jungle servers and databases.

  2. Data retention timeframes are determined based on business, legal and compliance requirements associated with data. Our aim is to hold your data for as long as this is necessary. However, you can request that your Data to be deleted at anytime by writing to our privacy policy officer at privacy@memberjungle.com.au.

  3. Your data captured in your Member Jungle website may be retained for a period of up to 7 years after you terminate the service unless you request in writing to delete the data. A Club can delete Member details at any time.

  4. Website logs which contain IP addresses and web requests may be kept by Member Jungle for a period of up to 7 years.

GPDR Obligations

  1. The Club may have GDPR responsibilities that may need to be met and addressed by the Club. Please see our GDPR page for details on the EU GDPR.

Amendments

  1. This Terms of Agency Agreement (or "Merchant Agreement") may be amended by Member Jungle at any time by posting a new version of it to our website. By accessing or using the Member Jungle System after a new version is posted, you agree to all amendments reflected therein.