HIVEQ PTY LTD (ACN: 661 832 917) (HIVEQ)
You (and Your) refers to a member noted on the Membership Form.

Website means https://HIVEQ.com.au/

1. Introduction and application
1.1 Terms and Conditions set out herein, together with the Membership Form, form the whole agreement between You and HIVEQ (Agreement).
1.2 The Agreement commences on the day you receive a written confirmation from HIVEQ that your Membership Form has been approved and accepted by HIVEQ and You have made payment in cleared funds of the membership fee or such other date as confirmed by HIVEQ in writing (Membership Commencement Date).
1.3 Each Member of HIVEQ is responsible for complying with and ensuring their guests abide by these Terms and Conditions.
1.4 Where capitalised terms are not defined in these Terms and Conditions, they have the same meaning as set out in the Membership Form.
1.5 These Terms and Conditions are effective from the publication date shown above.
1.6 The terms of this Agreement may be amended from time to time, if not materially detrimental to the members of HIVEQ, by giving 14 days’ notice via email to the members of HIVEQ or, if materially detrimental to the members of HIVEQ, by giving 30 days’ notice via email.

2. Membership
2.1 You must not assign or sub-licence Your Membership rights under the Agreement.
2.2 If You are in breach of any of Your Membership obligations under this Agreement or otherwise in violation of any of HIVEQ’s policies from time to time, HIVEQ may issue You with a written warning for breach of terms or may otherwise terminate this Agreement in accordance with clause 6.1(c).

3. Membership Period
3.1 The Agreement commences on the Membership Commencement Date and continues for 12 months unless some other period is specified in the Membership Form (Initial Membership Period).
3.2 At the end of the Initial Membership Period, the Agreement will automatically renew for rolling 12-month periods unless otherwise terminated by You or HIVEQ in accordance with clause 6.1.

4. Membership Fee and other expenses
4.1 You must pay the first instalment of your annual Membership Fee upon acceptance of Your Membership application via the payment methods notified by HIVEQ.
4.2 You must pay the Membership Fee without demand, set-off or deduction.
4.3 You are not entitled to any refund of the Membership Fee paid if the Agreement is terminated early because You have failed to comply with Your obligations under the Agreement.
4.4 You must pay HIVEQ on demand, all costs and expenses, for additional services requested by You, which are not covered by the Membership Fee (including events You wish to attend that have a charge associated with attending such events, educational and/ or other programs or courses.
4.5 You must provide a valid credit card to HIVEQ on or before the Membership Commencement Date to hold on file for the purposes of You making payment in relation to the Membership Fees and any costs and expenses for additional services requested and/or approved by You, which are not covered by the Membership Fees, and also for clause 4.6.
4.6 You consent to HIVEQ automatically charging Your provided credit card for all outstanding amounts due and payable to HIVEQ which have not been paid within seven days after HIVEQ has made a demand for payment for any such outstanding due and payable amounts.
4.7 If You do not pay money owing to HIVEQ under the Agreement by the due date, HIVEQ reserves the right, after providing written notice of late payment, to charge You interest on the unpaid amount at 12% per annum. Interest will be accrued and calculated daily from the due date up to and including the date HIVEQ receives full payment.
4.8 Any amounts payable under the Agreement are inclusive of GST (as defined in A New Tax System (Goods and Services Tax) Act 1999), and You are responsible for any additional costs, charges, taxes, claims or other liabilities (including any applicable fringe benefits tax) arising from Your use of a venue where meetings are held or any other goods or services offered or provided in connection with Your Membership with HIVEQ.
4.9 HIVEQ may amend Membership Fees not yet paid at any time by providing You with written notice.

5. Restraint
5.1 You must not while being a Member and during the Restraint Period:
(a) within the Restraint Area, have a financial or commercial concern or financial or commercial interest directly or indirectly in any capacity whatsoever in any trade or business competing with the business carried on by HIVEQ or any of its related entities, which, for the avoidance of doubt, includes, but is not limited to, a business that comprises a private business club for entrepreneurs and business leaders, a networking organisation that creates networking events and carries on networking activities for business professionals, a leadership community and a peer-to-peer advisory group; unless HIVEQ has given prior written consent.
(b) either on Your behalf or in any other capacity whatsoever directly or indirectly do or say anything with the intention of and which may lead to any person ceasing to do business with HIVEQ or any of its related entities on substantially the same terms as previously or at all; and
(c) either on Your behalf or in any other capacity whatsoever directly or indirectly endeavour to entice away from HIVEQ or any of its related entities or solicit any person, firm or company who was a Member or Employee of HIVEQ or any of its related entities during the 12 months before the termination of Your Membership.
5.2 For this clause 5:
Restraint Area means:
(a) Australia, unless that area is held invalid for any reason by a court of competent jurisdiction;
(b) in which case, New South Wales, Victoria, and Queensland, unless that area is held invalid for any reason by a court of competent jurisdiction;
(c) in which case, New South Wales and Victoria, unless that area is held invalid for any reason by a court of competent jurisdiction;
(d) in which case, Sydney, Melbourne, and Brisbane, unless that area is held invalid for any reason by a court of competent jurisdiction;
(e) in which case, Sydney and Melbourne.
Restraint Period means:
(a) 12 months following termination of Membership, unless that period is held invalid for any reason by a court of competent jurisdiction;
(b) in which case, 6 months following termination of Membership, unless that period is held invalid for any reason by a court of competent jurisdiction;
(c) in which case, 3 months following termination of Membership.

6. Termination
6.1 Your Membership will terminate when:
(a) You terminate the Agreement by providing us with at least 30 days’ notice in writing; or
(b) HIVEQ terminates the Agreement by providing You with 30 days’ notice in writing; or
(c) HIVEQ provides You with a notice in writing with immediate effect due to You not paying the Membership Fee or other money owed to HIVEQ as and when the payments fall due under this Agreement, or You are otherwise in breach of the terms of this Agreement or any of HIVEQ’s Policies from time to time.
6.2 If You terminate this Agreement during the Membership Period under clause 6.1(a) or HIVEQ terminates this Agreement under clause 6.1(c), HIVEQ may, at its sole discretion, but is not obliged to, refund any part of the prepaid unused Membership Fee.
6.3 If HIVEQ terminates this Agreement under clause 6.1(b), it will provide You with a pro-rata refund of Your prepaid Membership Fee.

7. Release and Indemnity
7.1 You acknowledge that third-party suppliers supply some of the facilities or services offered or provided. In each case, the provision of those facilities or services will be subject to the terms and conditions of those suppliers, and any claims relating to the supply of those third-party facilities or services should be made to those suppliers.
7.2 HIVEQ is not responsible or liable for:
(a) any loss or damage to any of Your belongings at these facilities;
(b) any injury or death did or suffered by You or another person claiming through You at these facilities or venues; or
(c) any advice, counsel, guidance or solution proposed or provided to You by any member of HIVEQ.
7.3 You indemnify HIVEQ against:
(a) all losses and liabilities suffered or incurred by HIVEQ; and
(b) all legal costs (on a full indemnity basis) and other expenses incurred by HIVEQ in connection with a demand, action, arbitration or further proceedings;
Arising directly or indirectly as a result of or in connection with:
(c) a breach or non-performance of any of Your obligations under the Agreement.

8. Confidentiality
8.1 You must keep all of the confidential information, including, but not limited to:
(a) any information disclosed or discussed at a HIVEQ gathering or any event arranged by HIVEQ or at any event arranged between HIVEQ members;
(b) any information disclosed to You by a HIVEQ member relating to or connected with any HIVEQ members’ business, employees, issues or problems, market opportunities, trade secrets, know-how, scientific, technical, product, market or pricing information, and includes any information designated to be confidential or any other information which becomes known by You during Your Membership with HIVEQ  and which is confidential;
(c) any information, including but not limited to emails and their content received by You from HIVEQ or any of its officers, employees, contractors or advisors (Confidential Information).
8.2 You may only disclose the Confidential Information:
(a) where required by operation of law but only where You notify HIVEQ (if legally permitted to do so) and give HIVEQ reasonable opportunity to prevent the disclosure being required; and
(b) where the information has entered the public domain (other than as a result of a breach of this clause 7).

9. General
9.1 HIVEQ collects, stores, uses and discloses Your personal information under the Privacy Act 1988 (Cth). Your personal information will not be used for any purpose other than the purpose it was collected for and for HIVEQ marketing and product or service development activities. For more details on how HIVEQ deals with Your personal information,, please refer to our Privacy Policy on the Website.
9.2 If any provision of the Agreement is illegal, void or unenforceable, that provision will be ineffective and is severed from the Agreement to the extent only of that illegality, voidability or unenforceability. All remaining provisions are to be enforceable.
9.3 HIVEQ may assign its rights and interests or novate its rights and obligations under the Agreement.
9.4 The Agreement is the entire agreement between the parties about its subject matter and replaces all previous agreements, understandings, representations and warranties about that subject matter.
9.5 You represent and warrant that You have not relied on any representations or warranties about the subject matter of the Agreement except as expressly provided in the Agreement.
9.6 The Agreement is governed by, and You submit to the laws of the State of New South Wales and the non-exclusive jurisdiction of the courts of New South Wales.
9.7 In the Agreement the following rules of interpretation apply unless the contrary intention appears:
(a) an agreement on the part of two or more persons binds them jointly and severally;
(b) the singular includes the plural and vice versa;
(c) words that are gender neutral or gender specific include each gender;
(d) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings; and
(e) the words ‘such as’, ‘including’, ‘particularly’ and similar expressions are not used as, nor are intended to be, interpreted as words of limitation.