terms and conditions for new members
Definitions
1.0
DOMINANT refers to Dominant Home Care Products Pty Ltd
ABN 60 092 758 006 (and its successors) trading as Dominant Home Products (hereinafter referred to as "DOMINANT").
The "Member Application" or "Member Re-registration Application" means the application forms as available in all media (including electronic) from time to time required by DOMINANT to be completed and signed by persons desiring to become a Member or to renew an existing Membership. The "Products" include all products and services provided by DOMINANT. The term "Company" refers to a corporate entity including an incorporated association.
2.0
Words importing natural persons include bodies corporate and words importing any gender include every gender. Words importing the singular include the plural and words importing the plural include the singular.
3.0
This document constitutes the entire agreement between DOMINANT and the Member and no representations or warranties have been made or given by DOMINANT or any of its representatives to the Member other than those set forth in this Agreement.
Authorisation to be a Dominant Member.
4.0
To become a Member, a prospective Member must be sponsored by a currently authorised Member and must file a DOMINANT Member Application.
The application must be sent to DOMINANT immediately after completion. DOMINANT reserves the right to accept or reject an application at its sole discretion and without being under any obligation to provide reasons for such refusal.
A Member may apply to renew their appointment by sending DOMINANT a completed and current Member Re-registration Application and payment of the then current fee for renewal.
This Agreement is subject to acceptance by DOMINANT at its registered office and acceptance shall be deemed to occur upon the sending to the Member by DOMINANT of a letter of acceptance duly signed by an Officer of DOMINANT authorised so to do.
If a Member fails to file a Member Re-registration Application, or fails to pay the renewal fee by the published date each year, their appointment shall automatically expire on that date.
5.0
Memberships may be granted to individuals, partnerships or incorporated bodies.
6.0
Where a Membership is a company, no directors or shareholders of the Membership shall be a DOMINANT Member, partner in a DOMINANT Membership, nor a director, shareholder or office holder of any other Company operating a Dominant Membership.
All persons named as directors or shareholders in the DOMINANT Member Application and all subsequent directors must be approved by Dominant.
The Membership may be terminated by Dominant in the event of any director or shareholder being changed or the beneficial interest in the shares of the Membership being changed without the prior written approval of Dominant.
When a company is applying for a Membership it must supply to DOMINANT copies of its Certificates of Incorporation, Memorandum and Articles of Association, and details of all directors, secretaries and shareholders of the Membership.
Where a shareholder does not hold the beneficial interest in the shares the person holding such beneficial interest in the shares must be notified to Dominant. Dominant must be notified in writing within 14 days of any such changes occurring. Dominant reserves the right to prohibit such change. Failure to notify Dominant automatically terminates the Membership.
For the purpose of publicity Dominant may elect to recognise the Membership in the name of the directors, shareholders or office holders of the company.
7.0
In the case of natural persons, the applicant must be at least eighteen years of age to be a Member.
8.0
The authority of a Member extends only to obtaining applications on behalf of DOMINANT for appointment of those applicants as DOMINANT Members.
9.0
A Member does not have the power or authority to incur debt, obligation or liability on behalf of DOMINANT.
10.0
A Member will indemnify DOMINANT and keep indemnified DOMINANT against any legal liability as a result of any unauthorised claims, representations orstatements. A Member shall not make any product claims except those made in literature from time to time by DOMINANT.
11.0
The Member is hereby authorised to (but is not under any obligation to) seek orders and to sell the products of DOMINANT. This is not a contract for the supply of services or the performance of any work by the Member.
12.0
The Member may at their own expense engage or employ others to conduct, or assist them in conducting their activities as a Member as they may from time to time think fit, provided that in selecting such persons they shall ensure that they are of a character and appearance which will not cause the reputation of DOMINANT to suffer.
13.0
The Member is an independent contractor in business on their own account and not an employee of DOMINANT and is not an agent of DOMINANT for any purpose whatsoever and will not hold herself out to be otherwise. DOMINANT shall not be responsible for any sick leave, PAYG taxation or similar matters, and accepts no responsibility for the procuring or establishment of workers' compensation insurance or other insurance or any pension or superannuation in respect of the operations of the Member hereunder.
14.0
The Member will send to DOMINANT with each order for the Products payment in a manner accepted by DOMINANT covering the wholesale price or other agreed price of the products ordered.
15.0
The Member will bear all costs and expenses incurred by her/him in connection with their activities and they hereby indemnify and keep DOMINANT indemnified against all actions, proceedings, liabilities, claims, damages, costs and expenses arising out of or in any way relating to their activities hereunder, except such as relate to the inherent quality and fitness of DOMINANT's products for which DOMINANT is responsible.
16.0
A Member may not assign, licence, part with or share all or any part of their rights or obligations as a Member to any other person without the prior written consent of DOMINANT. DOMINANT shall be entitled to refuse to grant such consent at its sole discretion.
17.0
Members shall comply with all Government laws, ordinances and regulations concerning or affecting the operation of their Memberships, and shall indemnify DOMINANT from and against all actions, claims, demands, prosecutions, fines, penalties and the costs thereof (including DOMINANT'S actual legal costs) which might be made or brought against DOMINANT in respect of or arising out of any breach of any such laws, ordinances or regulations by the Member.
18.0
A Member may only publish or cause to be published (in any media) such advertisements that comply the DOMINANT Advertising Policy and have first been approved in writing by DOMINANT.
19.0
DOMINANT trademarks, tradenames, logograms, designs and devices must not be used in any advertisement published or caused to be published by a Member except in accordance with clause 19.
20.0
DOMINANT literature and publications (whether in print or any other media) are protected by copyright and must not be reproduced in whole or in part without the prior written permission of DOMINANT.
21.0
Any identification with DOMINANT in any telephone directory, email or website listing must comply with clause 18.
22.0
A Member will comply with the Advertising Policy and Show Policy.
23.0
DOMINANT may, at its sole discretion, accept for return from any Member any product they have purchased that is currently marketable and in marketable condition provided the product was not purchased more than 90 (ninety) days prior to the request. Product shall only be returned in a manner as authorised by DOMINANT. DOMINANT shall make re-imbursement of an amount equal to DOMINANT'S published wholesale price at the time of supply less any applicable commission paid to the Member for the month in which the product was acquired and less a service fee equal to 25% of the price paid.
Termination of a Dominant Member
24.0
If the Member does anything that is contrary to DOMINANT's best interests, DOMINANT may terminate this Agreement by notice in writing to the Member at their address last known to DOMINANT.
25.0
The Member may terminate this Agreement at any time by written notice to DOMINANT at its Head Office.
General
26.0
A Member shall pay all legal costs incurred by DOMINANT in relation to any breach by such Member of these Terms and conditions.
27.0
DOMINANT may amend these Terms and conditions at any time at its sole discretion by publishing the amendment in "directions" magazine or by any other written notice to the Member.
28.0
In the event of the invalidity of one or more Terms and conditions or part of one of these Terms and conditions, such invalidity shall not affect the continuing enforceability of any other terms and conditions and this document shall be constructed accordingly.
29.0
Any waiver by DOMINANT of any breach of these Terms and conditions on the part of the Member shall not affect or prejudice the rights and remedies of DOMINANT in respect of any future or other breach of these Terms and conditions on the part of the Member.
30.0
These Terms and conditions shall be governed and interpreted under the laws of the State of South Australia and any dispute between the parties shall be heard and litigated in the State of South Australia.
31.0
A Member shall not:
(a) be directly involved or indirectly engaged in; or
(b) induce other Members to be engaged or interested in; or
(c) permit or allow any of her or its servants, agents or directors to be directly or indirectly engaged or interested in; or
(d) permit or allow any company related to the Member to be directly or indirectly engaged in; the supply or sale or the promotion of the supply or sale to other Members of products which are sold or supplied by or through a business other than Dominant.
32.0
A company is related to the Member if that company (not being a company listed on the Australian Stock Exchange):
(a) shares a common director with the Member
(b) shares a common shareholder with the Member
(c) holds shares in the Member
(d) has shares which are held by the Member or any director of the Member
The restrictions imposed by this Terms and conditions are independent and severable and in the event that any one or more is wholly or in part invalid, then the remaining restrictions shall nevertheless remain valid and effective.
