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Membership Agreement – Terms and Conditions

If the rma network accepts the Applicant's Application Form, this Agreement will establish the terms and
conditions under which the Member shall be affiliated with the rma network during the course of the membership.
By submitting the Application Form, the Member agrees to be bound by the following terms and conditions which
upon acceptance by the rma network, shall form a binding contract between the Member and the rma network.

1. Definitions and Interpretation

1.1 Definitions

Agreement means this membership agreement comprising the Application Form, terms and conditions
and Annexures.

Annexure means an annexure to this Agreement (if any).

Applicant means the individual or entity specified in the Application Form.

Application Form means the form which precedes these terms and conditions or is otherwise the
official form used to apply to become a Member which is adopted by the Board from time to time.

Associate Member means an associate member of the rma network with the rights and obligations
described in this Agreement and in the Constitution.

Board means the board of directors of the rma network.

Branch Membership Fee means the branch membership fee set and updated by the rma network from
time to time which for the avoidance of doubt is payable in addition to the Membership Fees.

Business means the business conducted by the Member as specified in the Application Form which
qualifies it for membership under this Agreement.

Business Day means a day (not being a Saturday, Sunday or a public holiday) on which Australian
banks are open for general banking business in the capital city of the State.

Business Premises means the location(s) from which the Business is conducted.

Change in Control means in relation to any entity (the first mentioned entity):

(a) a change in the entity that Controls the first mentioned entity;

(b) an entity that Controls the first mentioned entity ceases to Control that entity; or

(c) if the first mentioned entity is not Controlled, another entity acquires Control of the first mentioned
entity.

Claim means claims, actions, proceedings, demands, liabilities and obligations (whether performed or
unperformed), representations, acts, omissions and proceedings made against the person concerned,
however it arises and whether it is present or future, fixed or unascertained, actual or contingent.

Code of Ethics means the code of ethics specified in the Constitution as adopted by the Board from
time to time.

Commencement Date has the meaning given to that term in clause 7(a) of this Agreement.

Confidential Information means information which, by the nature or circumstances of its disclosure, is
or would reasonably be expected to be regarded as confidential or information at any time disclosed
(whether in writing or orally) or which is taken by any provision of this Agreement to be confidential
information, including but not limited to:

(a) the terms of this Agreement and its subject matter;


(b) information, statements, contracts, agreements, specifications, formulations, technology, drawings,
reports, accounts, knowledge, technical and operational information owned or used by the rma
network;

(c) any information concerning the affairs of the rma network, details of any customers, clients, other
members or suppliers of the rma network;

(d) the organisation, finance, customers, markets, suppliers, members, Intellectual Property and
knowhow of the rma network;

(e) information relating to any interest in any business, property or transaction in which the rma network
may be or may have been concerned or interested,

but does not include information that:

(f) is public knowledge, except due to a breach of this Agreement or any other obligation of
confidence; or

(g) is required to be disclosed by law or any order of any court, tribunal, authority or regulatory
body or in connection with the enforcement of this Agreement.

Constitution means the constitution of the rma network as adopted from time to time.

Control means:

(a) in relation to a corporation (including a trustee or beneficiary of a Member that is a trust where
the trustee or beneficiary is a corporation):

(i) the majority of the board of directors of that corporation is determined by a particular
person or entity;

(ii) the board of directors of that corporation is reasonably perceived as being influenced
by a particular person or entity either directly or indirectly;

(iii) the majority of the issued capital of that corporation is held or owned by a particular
person or entity, either by them, their Related Entity or together with their Related
Entity; or

(iv) the majority of the issued capital of the holding company of that corporation is held or
owned by that particular person or entity, either by them, their Related Entity or
together with their Related Entity,

(b) in relation to any other entity a particular person (including a trustee or beneficiaries of a
Member that is a trust where the trustee or beneficiary is an individual):

(i) controls 50% or more of the voting power;

(ii) holds or has a beneficial interest in more than 50% of the issued equity in the Member;

(iii) directs the management or policies of the Member; or

(iv) controls the membership of 50% or more of the board of the Member,

(c) otherwise, falls within the meaning of control as set out in section 50AA of the Corporations Act.

Corporations Act means the Corporations Act 2001 (Cth) and its associated regulations as varied from
time to time.
Dispute Notice means the serving of a notice under clause 14.

Domain Name means the name used by the rma network on the World Wide Web, as provided or
designated by the rma network from time to time (including www.rma.com.au).

Full Member means a full member of the rma network with the rights and obligations described in this
Agreement and in the Constitution.

Further Term means any further period/s of membership beyond the Term or Further Term (as the case
may be), on each occasion being twelve (12) months.

General Manager means the general manager of the rma network.

Image means the distinctive image, visual appearance, reputation and presentation of the rma network
and also refers to the characteristics, features, presentations and images of Members of the rma
network as portrayed in advertising, marketing and promotions and/or as adopted by the rma network
from time to time.

Insolvency Event or Insolvent means:

(a) in the case of an individual:

(i) the committing of an act of bankruptcy in respect of the individual within the meaning
of section 40 of the Bankruptcy Act 1966 (Cth);

(ii) the signing of an authority by the individual under Part X of the Bankruptcy Act 1966
(Cth); or

(iii) the making of a sequestration order in respect of the estate of the individual within the
meaning of the Bankruptcy Act 1966 (Cth);

(b) in the case of a corporation:

(i) the appointment of a controller (as defined in the Corporations Act) or similar officer to
the property or any substantial part of the property of the corporation;

(ii) the appointment of or the passing of a resolution to appoint an administrator or


liquidator or the taking of any steps to appoint an administrator or liquidator or to pass
a resolution to appoint an administrator or liquidator;

(iii) the entering into or passing of a resolution to enter into any agreement, arrangement,
composition or compromise with, or assignment for the benefit of, its creditors or any
class of them;

(iv) the making of a winding up order by a court;

(v) the corporation being taken to have failed to comply with a statutory demand under
section 459F of the Corporations Act;

(vi) the presumption of insolvency by a court under section 459C of the Corporations Act;

(vii) the passing of a resolution for winding up under Part 5.5 of the Corporations Act; or

(viii) in respect of a Part 5.7 body, as defined in the Corporations Act, the commencement
of a winding up under Part 5.7 of the Corporations Act in respect of that body; and

(c) in the case of a trust:

(i) the making of an application or order in any court for:

(A) accounts to be taken in respect of the trust; or


(B) any property of the trust to be brought into court or administered by the court
under its control;

(ii) the occurrence of any event which bring any part of the trust fund under the control of
any court;

(iii) where the trustee is an individual, paragraph (a) will apply; and

(iv) where the trustee is a corporation, paragraph (b) will apply.

Intellectual Property means the Image, Trade Mark and all other logos, symbols, trade marks, trade
names, service marks, brand names, patents, designs, trade secrets, know-how, copyright, Confidential
Information and other intellectual and industrial property of all kinds used or licensed by the rma network
or used, acquired or assigned to it including all other intellectual property which may be specified by the
rma network.

Laws means all laws including rules of common law, principles of equity, statutes, regulations,
proclamations, ordinances, by-laws, rules, regulatory principles and requirements, statutory rules of an
industry body, statutory mandatory codes of conduct, writs, orders, injunctions, judgments, and
Australian generally accepted accounting principles.

Member includes Associate Members and Full Members of the rma network and members of any other
class introduced by the rma network from time to time.

Membership Fees means the membership fees determined by the Board from time to time and
includes:

(a) an application fee; and

(b) an annual subscription fee.

Personal Information has the same meaning given by section 6 of the Privacy Act 1988 (Cth).

Policies and Procedures means those policies and procedures adopted by the rma network from time
to time (if any) which shall come into force in accordance with clause 11(k).

Program means those programs prepared and administered by the rma network (or the rma network’s
consultants) from time to time in which Members are invited to participate in and accrue the Required
Accreditation Points.

Registered Office means the registered office of the Member specified in the Application Form as at
the date of execution of this Agreement or any other registered office which the Member may nominate
and update on the register held by the Australian Securities and Investment Commission or such
equivalent body from time to time.

Renewal Application Form means the form provided by the rma network which a Member must
complete to the reasonable satisfaction of the Board in order to be granted a Further Term.

Related Entity has the meaning given to that term in section 9 of the Corporations Act.

Required Accreditation Points means the accreditation points (as determined by the rma network
from time to time) that the Member must obtain in accordance with clause 11(j) by participating in the
Programs.

rma network means Rural Marketing Agents Ltd ACN 003 418 853 and its Related Entities.

Secretary means the secretary of the rma network.

Services has the meaning given to that term in clause 8 of this Agreement.

State means Victoria, Australia.


Term means the initial term of membership, being from first entry of the Member’s name in the register
in accordance with the Constitution until the following 31 March, and any Further Term will be from 1
April in any year until 31 March in the following year.

Trade Mark means any registered or unregistered trade marks, symbols, colour schemes or means of
visual identification owned or used by the rma network.

Website means the rma network’s Website located at www.rma.com.au.

Website Member Terms and Conditions means the terms and conditions as accessible on the
Website or as amended from time to time.

World Wide Web means a method of representing and obtaining graphical data and linking data used
by internet users.

1.2 Interpretation

In this Agreement unless specified to the contrary:

(a) the Application Form, the execution page and the Annexures (if any) are each incorporated in
and form part of this Agreement;

(b) a reference to the singular includes the plural and vice versa;

(c) a reference to a given gender includes all other genders;

(d) other parts of speech and grammatical forms of a word or phrase defined in this Agreement
have corresponding meaning;

(e) use of the word including and similar expressions are not, nor are they to be interpreted as,
words of limitation;

(f) a reference to a person includes a natural person, a company or other entities recognised by
Law;

(g) a reference to any agreement or document is to that agreement or document (and, where
applicable, any of its provisions) as amended, novated, supplemented or replaced from time to
time;

(h) a reference to writing includes any mode of reproducing words, figures or symbols in tangible
and permanently visible form and includes fax transmission;

(i) a reference to Australia dollars, dollars $, A$, $A or AUD is a reference to the lawful currency of
the Commonwealth of Australia;

(j) a party includes the successors and permitted transferees and assigns and if a party is a
natural person, includes executors and personal legal representatives;

(k) where any obligation is imposed on, or any benefit ensures for, two or more persons, the
obligation binds or ensures for the benefit of (as the case may be) those persons jointly and
each of them severally;

(l) a reference to time is to local time in the capital city of the State;

(m) if the time for performing an obligation under this Agreement expires on a day which is not a
Business Day, then time is extended until the next Business Day;
(n) words or phrases found in the Corporations Act have the corresponding meaning;

(o) any party which is a trustee is bound both personally and in their capacity as a trustee;

(p) a reference to any legislation or legislative provision includes any statutory modification or re-
enactment of, or legislation or legislative provision substituted for, that legislation or legislative
provision;

(q) a reference to any governmental or statutory body includes anybody which replaces, succeeds
to the relevant powers and functions of, or which serves substantially the same purposes or
objects as such body;

(r) this Agreement is to be interpreted so that it complies with all applicable State and
Commonwealth Laws and if any provisions do not comply then it must be read down so as to
give it as much effect as possible;

(s) if it is not possible to give that provision any effect at all, however, then it is to be severed from
this Agreement in which case the remainder of this Agreement will continue to have full force
and effect;

(t) the index and any headings are for ease of reference only and do not affect the interpretation of
this Agreement; and

(u) in the event of any inconsistency between the provisions of this Agreement and the provisions
of the Constitution, the terms of this Agreement shall prevail to the extent of the inconsistency.

2. Background

(a) The rma network administers a network comprised of independent livestock and property
agents.

(b) These terms and conditions set out the obligations of each party in working to the mutual
benefit of the rma network and its Members.

(c) Upon acceptance of an Applicant’s Application Form, the Applicant must provide the
Membership Fee to the rma network and each party agrees to act in accordance with the terms
and conditions set out in this Agreement.

3. Privacy

(a) The rma network will collect, store, use and disclose the Applicant's records and personal
information in accordance with the Privacy Act 1988 (Cth) and any policies, procedures and
manuals adopted by the rma network from time to time.

(b) Each Member consents to its name, contact details and other personal information and
business information being published in a member’s directory.

4. Membership

4.1 Member

(a) If the Business is conducted by an individual, the individual is to be the Member.

(b) If the Business is conducted by a partnership, the partnership is to be the Member.

(c) If the Business is conducted by a company, the company is to be the Member.

(d) If the Business is conducted by a trust, the trustee is to be the Member.


4.2 Full Membership

To qualify for a full membership, the Applicant must:

(a) carry on the business of a livestock and property agent;

(b) possess the necessary licences as required by all applicable Laws;

(c) ensure its Business is conducted by fit and proper persons, as determined by the rma network
in its absolute discretion;

(d) pay the Membership Fee and any other monies payable to the rma network in accordance with
its membership;

(e) have its membership application proposed by one (1) Member;

(f) be personally known to the proposer referred to in clause 4.2(e);

(g) make its application by completing the Application Form or such other form as prescribed by
the Board from time to time; and

(h) satisfy any other criteria determined by the Board from time to time.

For the avoidance of doubt, a licensed real estate agent may apply for full membership provided it
satisfies the above criteria and any other criteria determined by the Board from time to time.

4.3 Associate Membership

To qualify for an associate membership, the Applicant must:

(a) not be a livestock and property agent;

(b) not be a real estate agent;

(c) support the objectives of the rma network;

(d) be interested in the wellbeing of the rma network;

(e) pay the Membership Fee and any other monies payable to the rma network in accordance with
its membership and this Agreement;

(f) have its membership application proposed by one (1) Member;

(g) be personally known to the proposer referred to in clause 4.3(f);

(h) make its application by completing the Application Form or such other form as prescribed by
the Board from time to time; and

(i) satisfy any other criteria determined by the Board from time to time

5. Membership Application Process

5.1 Consideration of Membership Application

(a) The Applicant must submit its Application Form to the Secretary.

(b) The Applicant's Application Form will be forwarded to the Board and all Members will be
notified of the Applicant’s name and address as well as the name and address of the proposer
and seconder.
(c) The Board will invite any Member who has an objection to the Applicant’s Application Form to
submit notice of their objection within ten (10) business days of receipt of the notice provided by
the Board (“Objection Notice”).

(d) The Applicant’s Application Form and any Objection Notice (if any) will be considered at the
next meeting of the Board which shall, in its absolute discretion, determine the acceptance or
rejection of the Applicant's application. The Board may choose to adjourn its decision to a
following Board meeting. The Board may also reject or accept an application by way of any
other means permitted under the Constitution (such as by way of a circulating resolution).

(e) If the Board accepts the Applicant's Application Form, the General Manager or Secretary must:

(i) provide the Applicant with written notice of acceptance; and

(ii) request payment of the Membership Fee.

(f) Upon completion of the items specified in clause 5(d) to the Board's satisfaction, the Applicant
shall become a Member.

(g) If the Applicant fails to pay the Membership Fee to the rma network in accordance with clause
5.1(d)(ii) within three (3) calendar months from the date of the notice specified in clause
5.1(d)(i), the Board may, in its absolute discretion, revoke and cancel the acceptance of the
Applicant's application.

(h) If the Board rejects an application, it will inform the Applicant within a reasonable time but is not
obliged to provide reasons for the rejection.

5.2 Rejecting a Membership Application

The Board may, in its absolute discretion, refuse to accept or renew the membership of an Applicant in
the opinion of the Board in its sole discretion, including but not limited to circumstances where::

(a) the Control of the Applicant is held by any person or entity which is a franchise group,
association, partnership, company or any other person or entity which is in competition with the
rma network;

(b) during the Term or any Further Term, the Member grants Control in the Member to any person
or entity which is a franchise group, association, partnership, company or any other person or
entity which is in competition with the rma network;

(c) the Applicant (or Member, as the context requires) is associated or linked with a franchise
group, association, partnership, company or any other person or entity which is in competition
with the rma network;

(d) the Applicant conducts its business under a corporate or franchise brand that acts against or
could potentially act against the best interests of the rma network;

(e) the Control of the Applicant is held by an individual which the Board does not consider to be a
fit and proper person; or

(f) the Board otherwise determines that the Applicant will be unable to perform this Agreement, or
the admission of the Applicant is not in the best interests of the rma network.

6. Membership Fee

(a) In consideration of the grant of the membership, the Applicant must pay the rma network the
Membership Fee upon signing this Agreement. Thereafter, the Member agrees to pay the
Membership Fee annually on or before the first day of April if the Member wishes to maintain its
membership status.

(b) If the Member exercises the right to a Further Term and the Member is granted the Further
Term in accordance with this Agreement, prior to the commencement of such Further Term, the
Applicant must pay the rma network the Membership Fee.
(c) If the Member operates from more than one Business Premises, the Member must pay one
Membership Fee for its principal place of business and an additional Branch Membership Fee
for each additional Business Premises where the Member conducts the business of a livestock
and property agent during normal office hours.

(d) The Member must also pay the rma network:

(i) all other money due under this Agreement on the due date for payment as notified by
the rma network to the Applicant or where no due date is specified, within seven (7)
days from the date of the account; and

(ii) upon demand, interest on all overdue money calculated at the rate of two (2) percent
per month higher than the rate set pursuant to the Penalty Interest Rates Act 1983
(Vic) from the due date for payment until the date that the funds are received in full by
the rma network, with interest compounding monthly.

(e) The Member agrees to pay the Membership Fee and any other monies payable to the rma
network under this Agreement by way of direct electronic funds transfer to the bank account
nominated by the rma network or in such other manner directed by the rma network.

(f) All payments to be made by the rma network to the Member will be made by direct deposit to
the Member’s bank account. The Member must keep the rma network informed regarding its
banking details to enable the rma network to make payments to the Member. The rma network
accepts no liability for payments made to an account which the Member has failed to update.

(g) Where any payment under this Agreement falls due on a day which is not a Business Day, the
payment will be deemed to fall due on the following Business Day.

(h) If a Member fails to pay its Membership Fee by the due date, the Member is liable to pay the
rma network a late fee set by the rma network from time to time in addition to the Membership
Fee.

(i) If a Member fails to pay its Membership Fee within ninety (90) days after the due date, the
Board may suspend any voting rights which the Member may have under the Constitution.

(j) The parties agree that every amount payable by the Member to the rma network under this
Agreement which is referred to as a fixed amount may, in the rma network's absolute
discretion, be subject to annual increases. The rma network reserves the right to amend the
fees under this Agreement including but not limited to the Membership Fee from time to time.
An amended fee becomes applicable to a Member one (1) calendar month following notification
in writing from the rma network.

(k) The Member shall bear its own costs in relation to its membership with the rma network
including but not limited to all travel and expenses associated with the Member's participation in
Programs, meetings, conferences and projects.

(l) The Member has no right of reimbursement from the rma network.

7. Term of Membership

(a) The Member's membership commences on the date on which the items specified in clause 5(d)
of this Agreement are completed to the Board's satisfaction (Commencement Date) and shall
continue in full force and effect for the Term and any Further Term, unless it is cancelled
pursuant to clause 17 in this Agreement.

(b) If the Member believes that it will cease to satisfy the eligibility criteria or is likely to commit an
act of default in accordance with clause 16, it shall promptly provide written notice together with
particulars to the Board for consideration and shall cooperate with the Board in determining its
ability to perform this Agreement.

8. Services
(a) The Applicant acknowledges that the Services, privileges and benefits which it may be entitled
to as a Member are determined by the Board from time to time in their absolute discretion and
may include, but are not limited to:

(i) up-skilling and professional development courses and Programs run by the rma
network advisory committee;

(ii) stock sales and listing services, including a property listing service;

(iii) access to the rma network member database;

(iv) the rma network promotional material/items;

(v) advertising in state-based rural newspapers and such other media approved and
determined by the rma network from time to time under the rma network banner at a
discounted rate;

(vi) attending the rma network annual conferences;

(vii) access to the rma network AuctionPlus Sales online marketing platform;

(viii) national and state event sponsorship;

(ix) contract newspaper advertising rates;

(x) ability to join the rma network transit livestock insurance scheme;

(xi) ability to take out the rma network trade credit insurance (where applicable);

(xii) access to online resources and materials through the Website;

(xiii) networking, idea sharing and support from other members of the rma network; and

(xiv) equivalent or ancillary rights, privileges or special offers arising from membership with
the rma network from time to time,

(collectively referred to as Services).

(b) The rma network may, in its absolute discretion, determine the Services, privileges and benefits
provided to Members which shall include amending the Services, withdrawing parts of the
Services or placing conditions on the Services and the Members shall release the rma network
from all Claims in respect of any Services which are offered, cancelled, discontinued, made
conditional or otherwise amended from time to time.

(c) The rma network reserves the right to refuse access or entry to a Member to any event or
venue held by or in connection with the rma network if the Member is in breach of this
Agreement.

9. Obligations on the rma network

(a) The rma network will:

(i) make the Image and Services available to the Member;

(ii) actively develop and promote the Image; and

(iii) monitor adherence to the Image within the rma network and co-ordinate the operation
of the rma network.

(b) The rma network shall provide ongoing support to the Member by providing reasonable
technical and operational assistance when requested.

(c) The rma network shall develop general marketing, advertising or promotional activities or
campaigns.
(d) The rma network will oversee the operation of the network and all Members and work for their
mutual benefit.

(e) The rma network shall use reasonable endeavours to maintain the integrity of the Image and
the rma network and to protect the Intellectual Property against any action or infringement by
any person.

(f) The Member releases the rma network from any Claim, liability or responsibility under this
Agreement concerning the rma network's failure to perform any obligation, where such failure is
due to strike, lockout, riot, industrial action, fire, storm, tempest, act of God, material shortage,
government law or regulation or requirement or any other cause beyond the reasonable control
of the rma network. No such failure shall entitle the Member to terminate this Agreement.

10. Intellectual Property

(a) The Member must:

(i) use the Intellectual Property solely in the conduct of the Business;

(ii) use the Intellectual Property strictly in accordance with any direction given by the
Board whether oral or written including but not limited to any style guide adopted by
the Board from time to time; and

(iii) co-operate, comply and participate in any marketing, advertising or promotional


campaign organised and conducted by the rma network, unless the rma network
determines in writing that the Member does not have to participate.

(b) The Member acknowledges that the rma network is the owner or licensor of the Intellectual
Property and that the Member’s sole right to use the Intellectual Property is derived from this
Agreement.

(c) The Member hereby irrevocably and unconditionally grants to the rma network, free of
additional charge, a royalty free, non-exclusive, worldwide licence to use any information that
the Member provides to the rma network, including any information provided for listings on the
Website, in connection with the provision of Services.

(d) The Member must:

(i) ensure that it follows the reasonable instructions of the rma network in respect of
displaying the rma network Image in conducting the Business;

(ii) acknowledge that ownership and control of the Domain Name and any Website
relating to the rma network remains with the rma network or its Related Entity;

(iii) not conduct any marketing, advertising, promotional activities, campaigns or sales of
any Services utilising the World Wide Web, without receiving the rma network's prior
written consent.

(e) The rma network shall retain the right to conduct business and advertise for business on the
World Wide Web, including offering products and Services for sale and the rma network shall
not be liable to the Member for any money received by it or any other entity because of the
conduct of business on the World Wide Web.

(f) The Member shall immediately notify the rma network of any apparent infringement of, or
challenge to, the Member’s use of, or claim by any person of any rights to, any of the
Intellectual Property. The Member shall not communicate with any person, other than the rma
network and its advisors, in relation to any such infringement, challenge or claim.

(g) The rma network may take such action as it deems appropriate and the exclusive right to
control any litigation or administrative proceedings arising out of or related to any infringement
of, or challenge or claim to, any of the Intellectual Property. Any damages or other benefits
arising out of any such infringement, challenge or claim shall accrue exclusively to the rma
network.

(h) The Member is liable for and agrees and acknowledges that it will hold the rma network and its
members harmless against any Claim, costs, loss, damage or expense incurred as a result of a
breach of this clause 10.

(i) The Member acknowledges that compliance with this clause 10 is critical to establish, protect
and enhance the Image of the rma network and protect and enhance the rma network and its
Related Entities in the Intellectual Property and, accordingly:

(i) the Member will comply and procure compliance by its employees, contractors and
agents with this Agreement; and

(ii) the Member will implement any change in the standards in this clause 10 at its own
cost, within such reasonable time as the rma network deems necessary from the date
the Member receives the rma network's written notice of the change.

(j) The rma network may occasionally change, amend or vary the standards in this clause 10.

11. General Obligations and Acknowledgements

(a) The Member must make all efforts, at its own cost, to attend regular meetings and annual
conferences convened by the rma network and Members as a group to discuss matters of
mutual interest and improve the efficiency and standard of operation of the network.

(b) In order to promote and enhance the reputation of the rma network, the Member must include
the Image in the promotion of its Business in accordance with any style guide or specifications
adopted by the rma network from time to time.

(c) The Member must co-operate with all other members of the rma network to the greatest extent
which is reasonable in the circumstances.

(d) The Member must immediately advise the rma network if any act or incident occurs within the
Business Premises or regarding the Business that has the potential to harm or affect the Image
or reputation of the rma network, Intellectual Property or any part of the rma network.

(e) The Member’s business name shall not include the words “rma network.” For the avoidance of
doubt, this does not preclude the Member from including the Image in the promotion of its
Business in accordance with clause 11(b).

(f) The Member shall not do or omit to do any act or thing which may be prejudicial to the
Intellectual Property or reputation of the rma network or any part of the rma network.

(g) The Member must not be associated or linked with a franchise group, association, partnership,
company or any other person or entity which is in competition with the rma network.

(h) The Member must not during the Term or any Further Term or after the expiration or
termination of this Agreement, make any representations, statements or warranties in relation
to the rma network other than those permitted by this Agreement or to which the rma network
may agree to in writing.

(i) The Member must not, directly or indirectly, make any statement nor provide any information to
any person, including but not limited to any newspaper, television or other media representative
or agent concerning the business affairs of the rma network, any Related Entities and its
directors, employees, contractors or agents.

(j) The Member must not intentionally be a party to any act, matter or thing whereby the
Intellectual Property or any part of the rma network may be prejudicially affected.

(k) As a precondition for maintaining membership of the rma network, the Member must achieve
the Required Accreditation Points on an annual basis by participating in the Programs. In order
to comply with this clause, the Member must maintain a register which details the Programs in
which the Member has participated in order to accrue the Required Accreditation Points. The
Member must provide the rma network the Member’s register within five (5) Business Days of
request.

(l) The Member must comply with all Policies and Procedures introduced by the rma network on
and from the commencement date specified in such Policies and Procedures. The rma network
will provide notice of new Policies and Procedures to the Members at least thirty (30) days in
advance of their intended commencement date.

(m) The Member acknowledges and agrees that:

(i) the rma network provides the Website as a forum for external third party sources to
connect and make materials available and therefore does not represent or warrant that
any information provided by the rma network to the Member will be accurate, complete
or suitable to be relied upon for any purpose;

(ii) the Member is solely responsible for any data transmitted through the Website;

(iii) if the Member believes that it will cease to satisfy any eligibility criteria set out herein
or is likely to commit an act of default in accordance with clause 16, it shall promptly
provide written notice together with particulars to the Board for consideration and shall
cooperate with the Board in determining its ability to perform this Agreement; and

(iv) it will be bound by the Website Member Terms and Conditions as accessible on the
Website or as amended from time to time.

12. Marketing

(a) The Member must participate and co-operate with the rma network in conducting advertising
and promotional activities if:

(i) the rma network advises the Member to so participate and co-operate; and

(ii) the rma network and the Members as a collective agree (on the basis of a simple
majority) on each Member’s share of the expenses.

(b) For each advertisement or promotional activity the Member undertakes during the Term or any
Further Term, the Member must:

(i) not use any Intellectual Property without the prior written approval of the rma network
which may be given subject to conditions;

(ii) not allow any person to use the Intellectual Property or give representation of the
Intellectual Property to any person without prior written approval of the rma network,
which may be granted or refused in its absolute discretion;

(iii) not engage in any activity or commit any act likely to jeopardise the reputation of the
rma network in any way; and

(iv) indemnify the rma network against any loss or damage or harm to any Intellectual
Property by its use, other than as set out in this Agreement and the directions or
consents of the rma network.

(c) The Member consents to Personal Information of the Member being listed in the rma network’s
advertising and promotional material which may be published from time to time and waives all
copyright and moral rights in such publications.

13. Renewal of Membership


(a) If the Member seeks membership for a Further Term, it must complete and provide the rma
network with the Renewal Application Form prior to the end of the Term or Further Term (as the
case may be).

(b) The Member must act faithfully, honestly and diligently when seeking to renew their
membership and must fully and frankly disclose all matters which the Member knows or ought
reasonably to know are relevant to the rma network’s decision as to whether to grant the
Member a Further Term including without limitation whether any of the warranties given by the
Member under this Agreement have become incorrect.

(c) The rma network will renew the Member’s membership for a Further Term subject to
completion of the following conditions:

(i) the Renewal Application Form has been completed and provided under this clause 13;

(ii) on the date the Renewal Application Form was provided, the Member has remedied all
breaches of this Agreement in relation to which a breach notice has been given by the
rma network (if any);

(iii) the Members agrees to continue to comply with the terms and conditions of this
Agreement for the Further Term;

(iv) the Member declaring that they have not been subject to any event as specified in
clause 5.2;

(v) the Member honestly gives the warranties set out in clause 15;

(vi) the Member has complied with all obligations set out in this Agreement; and

(vii) the Member has paid the Membership Fee in accordance with clause 6.

(d) The rma network shall not be obliged to renew the Member’s membership (but may do so in its
absolute discretion) in the event that:

(i) the Member has materially breached this Agreement; or

(ii) during the Term or Further Term (as the case may be), the Member has committed
three (3) or more breaches of this Agreement in relation to which a breach notice has
been given by the rma network, irrespective of whether such breaches have been
remedied.

14. Dispute Resolution

(a) This clause 14 applies only to disputes identified by the parties under this clause. If one (1)
party has made a demand on the other party and the other party does not within ten (10)
Business Days, issue a Dispute Notice disputing the validity of the demand, this clause does
not apply.

(b) If a dispute arises out of or relates to this Agreement including any dispute on breach or
termination of this Agreement, a party may not commence court or arbitration proceedings
relating to the dispute, unless:

(i) the rma network and the Member have complied with the dispute resolution
procedures in this clause 14; or

(ii) injunctive relief is sought by the party wishing to commence such proceedings and
must be sought urgently.

(c) A complainant claiming that a dispute has arisen under this Agreement (Dispute) must serve a
Dispute Notice upon the respondent.
(d) Within five (5) Business Days of service of the Dispute Notice by the complainant on the
respondent, the complainant and respondent must cause their authorised representatives to
meet (either personally or by teleconference) and endeavour, in good faith, to resolve the
Dispute expeditiously by negotiation.

(e) If the Dispute has not been resolved within fifteen (15) Business Days of service of the Dispute
Notice, the Dispute must be referred to mediation.

(f) If the Dispute is to be referred to mediation under this clause 14 the complainant and
respondent must agree on a mediator (Mediator) to conduct the mediation.

(g) If the complainant and respondent cannot agree who shall be appointed to mediate the Dispute
within five (5) Business Days of the parties agreeing to attend mediation, either party may
request the President, for the time being, of the Law Institute of Victoria to appoint a Mediator.

(h) Unless the parties agree upon the time and place for the mediation, the selected or appointed
Mediator must notify the parties on the time and place of the mediation.

(i) The mediation must commence within ten (10) Business Days of the appointment of the
Mediator.

(j) Representatives of the parties with authority to settle the Dispute must attend the mediation at
the appointed time and place and endeavour in good faith to resolve the Dispute.

(k) Unless the Mediator determines otherwise, the parties may attend the mediation with their
respective legal advisers.

(l) The parties are equally liable for the fees and reasonable expenses of the Mediator and the
cost of the venue at which the mediation is conducted. The parties must each pay for their own
costs associated with the mediation, provided always that, if either party must travel interstate
to attend the mediation, the reasonable airfare and accommodation costs incurred by the party
and their legal adviser required to undertake such travel shall be shared equally between the
parties.

(m) Any agreement reached between the parties shall be binding on the parties.

15. Warranties

The Member represents and warrants to the rma network on the date on which it submits an Application
Form (including a Renewal Application Form) and upon requesting a Further Term, and at all times
throughout the term of the Member’s membership that:

(a) before entering into this Agreement, the Member has carefully read this Agreement and has
understood it;

(b) it has not relied upon any statement, representation or warranty made by the rma network,
other than as set out in this Agreement, and has relied on its own due diligence and
assessment of the risks associated with entering into this Agreement;

(c) it is solvent and can pay all its debts as and when they fall due for payment;

(d) it has full power and authority and all necessary consents to enter and perform this Agreement;

(e) it has taken all necessary action to authorise the execution, delivery and performance of this
Agreement in accordance with its terms and conditions;

(f) all information provided to the rma network for consideration by the rma network for the
Member’s application for this membership is true, complete, correct and not misleading in any
particular and that no relevant information has been excluded, including without limitation the
Member’s association with any entity that could be considered to be a competitor of the rma
network;
(g) it has disclosed to the rma network all facts and things concerning themselves, including its
details of its business history including any failure to demonstrate the highest standard of
professionalism and ethical conduct, which could reasonably be relevant to the rma network’s
decision to grant the membership to the Member;

(h) prior to entering into this Agreement, either:

(i) it has obtained and understood legal advice from an independent lawyer in respect of
this Agreement and all other documents the rma network has asked it to sign and its
respective obligations; or

(ii) it has elected not to obtain such legal advice, despite the rma network recommending
that it does so;

(i) prior to entering into this Agreement either:

(i) it has obtained and understood accounting advice from an independent accountant on
the nature and effect of this Agreement and all other documents the rma network has
asked it to sign and its respective obligations; or

(ii) it has elected not to obtain such accounting advice, despite the rma network having
recommended that it does so;

(j) prior to entering into this Agreement either:

(i) it has obtained and understood business advice from an independent business adviser
on the nature and effect of this Agreement and all other documents the rma network
has asked it to sign and its respective obligations; or

(ii) it has elected not to obtain such business advice, despite the rma network
recommending that it does so;

(k) it has reasonably determined that it is able to abide by the policies, procedures and manuals
adopted by the rma network, as amended from time to time and agrees to abide by them; and

(l) the Member must notify the rma network in writing immediately upon becoming aware that any
of the warranties given are or become incorrect.

16. Default

(a) Each of the following events is an event of default by the Member (whether or not it is in the
control of the Member):

(i) the Member fails to comply with the provisions of the Constitution;

(ii) the Member is expelled or otherwise ceases to be recorded as a Member by the


Secretary of the rma network;

(iii) the Member does not pay within ninety (90) days of their due date all accounts and
invoices issued by the rma network;

(iv) the Member fails to comply with its obligations under this Agreement;

(v) the Member repudiates this Agreement;

(vi) there is a Change in Control in the Member without notifying the rma network to
ensure that they maintain independent;

(vii) the occurrence of an event specified in clause 21(f);

(viii) a warranty given by the Member under this Agreement is found to be false, misleading
or materially incomplete;
(ix) the Member ceases to operate the Business for a period of thirty (30) days or more;

(x) the Member sells the Business to another Member;

(xi) the Member operates the Business under a different name;

(xii) the Member becomes Insolvent;

(xiii) the Member fails to make any payment under this Agreement including, but not limited
to, the Membership Fee, in accordance with the terms and conditions of this
Agreement; or

(xiv) the occurrence of any event entitling the rma network to terminate this Agreement
under any other provision of this Agreement.

(b) The Member must immediately notify the rma network of the occurrence or likely occurrence of
an event of default.

(c) If the Member defaults in making any payment under this Agreement, the rma network may
recover payment or part thereof in order to satisfy the unpaid obligation which shall not affect
any right provided for the rma network in this Agreement.

(d) The rma network will be in default of this Agreement where:

(i) it becomes Insolvent;

(ii) it fails to provide any Services; or

(iii) it fails to comply with a material obligation and fails to remedy it to the reasonable
satisfaction of the Member within twenty (20) Business Days of receiving written notice
from the Member, such notice to include full particulars of the alleged default.

17. Cancellation of Membership

(a) The Board may cancel the Member's membership:

(i) if the Membership Fee or any other monies payable pursuant to this Agreement
remains outstanding for a period of three (3) calendar months;

(ii) if there has been any failure by the Member to comply with any of its obligations under
this Agreement;

(iii) by providing the Member with thirty (30) days' written notice of such cancellation; or

(iv) immediately upon the occurrence of an event of default under clause 16 of this
Agreement.

(b) Upon payment in full of the outstanding amounts specified in clause 17(a)(i), the Board may, in
its absolute discretion, reinstate the Member's membership.

(c) The Board may, by resolution, cancel the Member's membership if, in the opinion of the Board:

(i) the Member is a Full Member and:

A. the Member conducts its Business under a corporate or franchise brand


which acts against, or could potentially be contrary to the best interests of
the rma network or competes with the rma network in any way; or

B. the Member ceases to be an active livestock and property agent;

(ii) the Member is a partnership or corporation, there ceases to be a partner or member of


the board of directors or governing body, respectively, active in the livestock and
property agency business carried on by such partnership or corporation.
(iii) the Member is an Associate Member and acts or omits to act in such a manner that
may be contrary to the best interests of the rma network or conducts its Business
under a corporate or franchise brand which acts against, or could potentially be
contrary to the best interests of the rma network or competes with the rma network in
any way.

(d) The Board may, by resolution, censure, suspend or expel the Member if, in the opinion of the
Board:

(i) a Member wilfully refuses or neglects to comply with the Constitution;

(ii) a Member is guilty of any conduct which is unbecoming of a Member which includes,
but is not limited to, any act or omission which prejudices the objectives of the rma
network specified in the constitution or contravenes the Code of Ethics adopted by the
Board from time to time;

(iii) a Member fails to obtain the Required Accreditation Points or fails to disclose the
register in accordance with clause 11(j); or

(iv) a Member is guilty of any conduct which is prejudicial to the interests of the rma
network.

(e) The Member may cancel its membership:

(i) at any time, by providing the Secretary or General Manager three (3) months' written
notice of such cancellation; or

(ii) upon the occurrence of a fee increase in accordance with clause 6(j), by providing the
Secretary or General Manager one (1) month’s written notice of such cancellation.

(f) If the Member cancels its membership under this clause 17, the Member is liable for any
Membership Fee, costs, expenses and all other fees and arrears due and payable to the rma
network prior to the effective cancellation date.

(g) If the rma network terminates this Agreement under this clause 17:

(i) the Member will remain bound by those provisions intended to survive the termination
of this Agreement; and

(ii) the rma network need not pay any compensation to the Member for any costs or
expenses incurred by the Member for the grant of the membership or this Agreement.

18. Rights and Obligations upon Termination

(a) When this Agreement ends, the Member must:

(i) immediately cease using the Image, Services and Intellectual Property of the rma
network and cease representing itself as associated with the rma network in any way;

(ii) if applicable, return to the rma network any goods associated with the Image, Services
and Intellectual Property which is in the possession or control of the Member;

(iii) remove all branding that includes reference to the rma network within 30 days of
termination of the Agreement;

(iv) terminate any registration or record of public entry of the Member which indicates any
association with the rma network; and

(v) continue to pay any outstanding monies due to the rma network for which the Member
is liable under this Agreement.

(b) On termination of this Agreement, all and any benefits to which the Member may have been the
recipient of under this Agreement will cease immediately.
(c) Termination of this Agreement, for whatever reason, will be without prejudice to the rights of
either party against the other and termination will not relieve either party of any of its obligations
to the other party existing during termination or terminate those obligations of either party which
survive the termination of this Agreement.

19. Liability and Indemnities

19.1 By the Member


Whether arising during the Term, any Further Term or after the termination or expiration of the Member’s
membership, the Member must indemnify and hold harmless the rma network for any cost (including
legal costs), loss, expense, damage, Claim or liability incurred as a result of:

(a) a breach of this Agreement;

(b) an event of default specified in clause 16;

(c) any negligence or wrongful act or omission of the Member or any person for whom it is
vicariously liable;

(d) any alleged or actual infringement of any obligation or duty of confidentiality or privacy to any
person provided for by this Agreement;

(e) any breach of warranty given under this Agreement; and

(f) a breach of any other provision of this Agreement

except to the extent directly caused by the negligence, recklessness or wilful misconduct of the rma
network.

the rma network's rights of indemnity under this clause 19.1 are not affected by the termination or
expiration of the Member’s membership, the rma network accepting the Member’s repudiation of this
Agreement or anything else.

19.2 By the rma network

To the extent permitted by law, the Member agrees that the rma network shall not be liable to the
Member for any costs, losses or damages including loss of trade or profit incurred or suffered by the
Member in the event of non-delivery, delayed or non-conforming delivery of any Services except to the
extent that they are directly caused by the gross negligence, recklessness or wilful misconduct of the
rma network.

20. Confidential Information

(a) The Member acknowledges that this Agreement and the agreements and information
contemplated by it include the disclosure of Confidential Information by the rma network to the
Member and the Member agrees that all such Confidential Information is absolutely confidential
to the Member and those employees, contractors and agents of the Business who reasonably
require the Confidential Information in order to perform the duties they are employed to
perform. The Member agrees to obey all directions of the rma network in respect of the
Confidential Information and procure the employees, contractors and agents of the Member do
likewise.

(b) The Member acknowledges that the Confidential Information is, and shall remain, the absolute
property of the rma network and the Member acquires no right, title or interest in the
Confidential Information at any time.

(c) The Member agrees that it will not disclose any Confidential Information of the rma network to
any person and will take all necessary precautions to prevent unauthorised access to such
information.

(d) The rma network agrees and acknowledges that it will not be a breach of this Agreement if the
Member is necessarily required to disclose Confidential Information to:
(i) its legal advisers, provided the Member obtains a written assurance from their legal
advisers that they will respect the confidentiality of the Confidential Information; or

(ii) any other person if the Member is compelled to do so by court order, subpoena or
other similar process.

(e) The Member will use its best endeavours to prevent unauthorised use of Confidential
Information belonging to the rma network by any person, firm or organisation and in no
circumstances will it allow copying, divulging or making available any right, title or interest in the
Confidential Information.

(f) The Member will not:

(i) disclose in writing, verbally or any other manner any Confidential Information which it
may learn of or have access to; or

(ii) convey or otherwise transfer any of the Confidential Information or any part of the
Confidential Information in any form to any third party without the prior written consent
of the rma network, which may be withheld in its absolute discretion.

(g) The Member will only use the Confidential Information to fulfil its obligations under this
Agreement and for no other purpose.

(h) The Member must not disclose, convey or otherwise transfer any or any part of the Intellectual
Property in any form to any third party without the prior written consent of the rma network,
which may be withheld in its absolute discretion.

(i) The Member shall immediately return all Confidential Information as directed by the rma
network upon the termination of this Agreement.

(j) The obligations of confidentiality in this clause 20 shall continue to apply after the expiration or
termination of this Agreement.

21. Member as Trustee

(a) This clause 21 applies if the Member acts in the capacity as trustee of a trust (Trust).

(b) The Member warrants that:

(i) the Member is the sole trustee of the Trust and no action has been taken to remove or
replace it;

(ii) if requested, a copy of the stamped Trust deed and any other documents relating to
the Trust which disclose the full terms have been delivered to the rma network before
the rma network signed this Agreement and these are true copies of those documents
as in force at the date of this Agreement;

(iii) the Member has the power under the Trust deed to execute and perform its
obligations under this Agreement and all necessary action has been taken to authorise
the execution and performance of this agreement under the Trust deed;

(iv) the execution of this Agreement is part of the due and proper administration of the
Trust and benefits the beneficiaries;

(v) the Member has a right to be fully indemnified out of the Trust fund and such right has
not been restricted or limited in any way;

(vi) the Member is not in default under the Trust deed;

(vii) the vesting date for the Trust is beyond the Term and any Further Term covered by
this Agreement; and
(viii) each of the above warranties are and will remain true if this Agreement or any renewal
of the Agreement remains in force.

(c) The rma network's rights under this Agreement will rank in priority to the claims of the
beneficiaries to the Trust fund.

(d) Except with the prior written consent of the rma network:

(i) the Trust deed shall not be amended or altered in any way;

(ii) the Member shall not retire as trustee of the Trust not appoint any new or additional
trustee; and

(iii) the Member shall not default in observing its duties as trustee of the Trust.

(e) The Member:

(i) acknowledges this Agreement is binding, not only on it but upon any successor of the
Member as trustee of the Trust, and that the Member will try to ensure the
effectiveness of the covenant, including procuring that any such successor enters a
deed of covenant in that capacity with and to the satisfaction of the rma network; and

(ii) upon the occurrence of an event constituting an event of default, must exercise its
right of indemnity in relation to the Trust fund and its rights against the beneficiaries to
cause payment to the rma network or otherwise hold such rights for the rma network.

(f) The following shall be in addition to the events of default set out in clause 16:

(i) the Member ceasing to be the sole trustee of the Trust without the rma network’s prior
written consent;

(ii) any warranty in this clause 21 proving to be untrue or incorrect in a material respect;

(iii) any application or order being sought or made in court for:

(A) removal of the Member as trustee of the Trust;

(B) accounts to be taken regarding the Trust; or

(C) any property of the Trust to be brought into court or administered by the court
or under its control;

(iv) any meeting being called or proposed for the removal of the Member as trustee of the
Trust or the appointment of any other person as trustee jointly with the Member;

(v) the amendment or alteration of any of the terms of the Trust deed without the prior
written consent of the rma network;

(vi) with a unit trust, any unit being issues, transferred, redeemed, encumbered or
otherwise dealt with which result in the persons who now have a majority of issued
units in the unit trust ceasing to have majority of the voting rights at unitholders
meetings is reduced below seventy six percent (76%) without the rma network's prior
written consent; or

(vii) any part of the capital of the Trust fund being distributed without the rma network’s
prior written consent,

whereby on the happening of any of the above events, the Member must exercise its rights of
indemnity in relation to the Trust fund and its rights against the beneficiaries to cause payment
to the rma network and must otherwise hold those rights for and on behalf of the rma network.
22. GST

(a) Any amounts expressed in this Agreement are GST exclusive, unless specified otherwise.
(b) If any supply by one (1) party to another party under or in connection with this Agreement is a
taxable supply under the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and/or
its regulations, the amount due to be paid by the recipient will be increased by the amount of
GST payable by the supplier in respect of the supply.

(c) The obligation on the recipient to pay GST is subject to the supplier first providing the recipient
with a tax invoice complying with the requirements of the A New Tax System (Goods and
Services Tax) Act 1999 (Cth).

23. Notices

(a) All notices provided under this Agreement must be provided in writing to the party using the
address or contact details specified in the Application Form or such other contact details
notified by the party from time to time.

(b) Any demand, notice, consent, approval other communication under this Agreement may be
made or given by a party or the solicitor for that party provided that it:

(i) is in legible writing, in English and addressed to the intended recipient;

(ii) is signed by the sender (if an individual) or by an authorised representative of the


sender;

(iii) is given to the addressee by:

(A) delivery in person;

(B) post to, or leaving at, that party’s address for service;

(C) sending by facsimile to the party’s facsimile number; or

(D) sending by email to the party’s email address; and

(c) is being given by the sender and received by the addressee:

(i) if by delivery in person or by being left at the party’s address for service, upon delivery;

(ii) if by post, two (2) Business Days from and including the date of posting by ordinary
prepaid post regarding an address for service within the Commonwealth of Australia
and twenty-one (21) Business Days regarding any other address; or

(iii) if by facsimile or email, when legibly received by the addressee, with receipt being
evidenced by a report generated by the sender’s machine confirming uninterrupted
transmission,

but if the delivery or receipt occurs on a day which is not a Business Day or at a time after
5.00pm (both the day and time being in the place of receipt), it is deemed to have been
received at 9.00am on the following Business Day.

(d) For the purposes of this clause 23, a party’s address for service shall be:

(i) if sub clause (e) does not apply, the party’s postal address, facsimile number or email
address (if any) set out in the Application Form; or

(ii) if that party has notified the sender of a change of postal address, facsimile number or
email address last so notified.

(e) If the party is a company, that party’s address for service shall also include its Registered
Office.

24. Assignment
The Member must not assign, sub-let or transfer its membership or part with possession of its
membership or any part of its membership or subcontract part or all of its rights under this Agreement
without the prior written consent of the rma network, which may be withheld in its absolute discretion.

25. General Conditions

(a) This Agreement is to be governed by and construed in accordance with all applicable laws in
force in the State from time to time and the parties submit to the non-exclusive jurisdiction of
the courts in the aforesaid State. If any provision does not comply, it must be read down to
give it as much effect as possible. If it is not possible to give that provision any effect at all,
however, it is to be severed from this Agreement, in which case the remainder of this
Agreement will continue to have full force and effect.

(b) Each party will promptly execute all documents and do all things that another party reasonably
requires of it to effect, perfect or complete the terms and conditions of this Agreement and any
transaction contemplated by it.

(c) A single or partial exercise or waiver of a right relating to this Agreement will not prevent any
other exercise of that right of the exercise of any other right. A party will not be liable for any
loss, cost or expense of any other party caused or contributed to by any waiver, exercise,
attempted exercise or failure to exercise, or any delay in the exercise of, a right.

(d) This Agreement embodies the entire agreement and understanding between the parties
concerning its subject matter and succeeds and cancels all other agreements and
understandings concerning the subject matter of this Agreement and any warranty,
representation, guarantee or other term and condition of any nature not contained in this
Agreement is of no force or effect. Each party acknowledges that, in entering into this
Agreement, it has not relied on, and shall have no right or remedy regarding, any statement,
representation, assurance or warranty (whether made negligently or innocently) other than as
set out in this Agreement. Nothing in this clause 25(d) shall limit or exclude any liability for
fraud.

(e) This Agreement may not be modified, discharged or abandoned, unless by a document signed
by the rma network in its absolute discretion.

(f) Any terms, conditions, provisions, covenants or power which would otherwise apply to or be
implied in this Agreement by any law shall not apply to or be implied in this Agreement, except
to the extent in the express terms of this Agreement and only to the extent which such terms,
conditions, provisions, covenants or powers are not capable of exclusion under such law.

(g) This Agreement may consist of a number of counterparts and, if so, the counterparts taken
together constitute one and the same instrument. This Agreement is not binding on any party
unless one or more counterparts have been duly executed by, or on behalf of, each person
named as a party to this Agreement.

(h) The rights, remedies and obligations of the parties under this Agreement are cumulative and
are not exclusive of any rights or remedies and are besides and not in derogation of any other
obligation between the parties as provided by law or under any other deed or agreement to
which they are parties.

(i) The rights and obligations of the Member under this Agreement are personal.

(j) Time is of the essence in relation to each of the parties obligations as set out pursuant to the
terms and conditions of this Agreement.

(k) A provision of this Agreement which can and should operate after its conclusion will remain in
full force and effect.

(l) Besides all other remedies granted, if the Member defaults in performing any of its obligations
or breaches any term or condition, the rma network may, at its election, immediately, without
waiving any claim for the breach and without notice to the Member, cure the default on behalf
of the Member and any costs incurred by the rma network shall be payable on demand by the
Member to the rma network.
(m) The Member must make full and complete disclosure in writing to the rma network of the
existence, nature and extent of any conflict of interest or any fact or circumstance likely to result
in a conflict of interest that it may have with duties or obligations under this Agreement promptly
upon learning of such a conflict, fact or circumstance.

(n) Where there is more than one party described as Member, the covenants and obligations to be
performed on their part under this Agreement are deemed joint and several covenants and
obligations and each party so described will be liable severally for the payment or money to be
paid by the Member under this Agreement and the performance or observance of the
obligations on the Member.

(o) It is understood and agreed that, except as set out in this Agreement, no agency, employment
or partnership relationship is created by the parties and the Business operated by the Member
is separate and apart from any which may be operated by the rma network.

(p) The Member must pay all money due under this Agreement to the rma network free from any
set-off (whether legal or equitable), equities or cross claims which, but for this clause 25(p), the
Member may claim against the rma network.

(q) The rma network may add to, delete or otherwise modify the operating procedures, systems
and instructions set out in this Agreement by giving written notice to the Member of the change.
A change will take effect and form part of this Agreement ten (10) Business Days after it is
notified in writing to the Member. The Member must, at its cost, adopt all changes to this
Agreement.

(r) The parties consent to the execution of this Agreement and any renewal thereof by electronic
communication, as contemplated by the Electronic Transactions Act 2000 (Vic).
Executed as an Agreement

Dated:________________

Executed by the rma network

Executed by RURAL MARKETING )


AGENTS Limited ACN 003 418 853 in ) Signature of Director
accordance section 127 of the Corporations )
Act 2001 )
) Signature of Director/Secretary

Executed by Member

If member is a corporation with multiple directors

Executed by [COMPANY] in accordance )


section 127 of the Corporations Act 2001 ) Signature of Director
)
)
) Signature of Director/Secretary

If member is a corporation with a sole director/secretary

Executed by [COMPANY] in accordance )


section 127 of the Corporations Act 2001 ) Signature of Sole Director/Sole Secretary
)

If member is an individual

SIGNED SEALED AND DELIVERED by )


[INDIVIDUAL] in the presence of: )
) Signature

Signature of witness

Print full name of witness

If member is a trust with a company as the trustee

Executed by [COMPANY AS TRUSTEE )


FOR THE NAME TRUST] in accordance ) Signature of Director
section 127 of the Corporations Act 2001 )
)
) Signature of Director/Secretary
If member is a trust with an individual trustee

SIGNED SEALED AND DELIVERED by )


[INDIVIDUAL AS TRUSTEE FOR THE )
NAME TRUST] in the presence of: ) Signature

Signature of witness

Print full name of witness

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