SMART Recovery Australia Subscription Agreement

SMART Recovery Australia Subscription Agreement

Agreed Terms

Welcome to SMART Recovery Australia Limited (ACN 126 587 728) of 501/80 William St, Woolloomooloo NSW 2011 (SMART, we, us or our).

  1. Agreement
    • By clicking on the “I agree” box and electronically signing the agreement (Start Date) you agree to these Agreed Terms and a legally binding agreement is formed between Partner and us for the Term, consisting of the Key Details and these Agreed Terms (agreement). You warrant that you have the authority to enter into this agreement and bind the Partner.
    • The agreement will specify your selected Subscription Tier and Invoicing Terms. This will correlate to:
      • the Subscription Benefits; and
      • the Subscription Fee.
  1. Term and renewal
    • This agreement and your Subscription will commence on the Start Date and will continue for either:
      • your Annual Subscription Term; or
      • your Monthly Subscription Term,

(Initial Term).

  • If you have:
    • an Annual Subscription, your Initial Term will automatically renew for further 12-month periods unless you cancel your Subscription in accordance with clause 3 or the agreement is otherwise terminated in accordance with these agreed terms; or
    • a Monthly Subscription, your Initial Term will automatically renew for further 30-day periods unless you cancel your Subscription in accordance with clause 3 or the agreement is otherwise terminated in accordance with these agreed terms,

(each additional 12-month period and/or monthly period (as applicable), a Further Term).

  1. Subscription cancellation and termination
    • You are agreeing to having a Subscription on an auto-renewing basis for an indefinite period until cancelled by you or us as set out in this clause 3.
    • We may terminate this agreement and cancel your Subscription:
      • on 30 days’ notice in writing; or
      • immediately if you breach any law or regulation
    • You may cancel your Subscription and terminate this agreement at any time prior to the end of your Annual Subscription Term, or Monthly Subscription Term (as applicable) by contacting us at [insert contact].
    • Either party may terminate this agreement on notice if the other party:
      • becomes insolvent or enters into liquidation;
      • breaches this agreement and that breach is not capable of remedy; or
      • breaches this agreement and fails to remedy a breach within 14 days’ notice from the other party requesting the breach be remedied.
    • Upon termination of this agreement and cancellation of your Subscription:
      • in accordance with clause 3, your cancellation request will be effective at the end of your then current Initial Term, or Further Term (as applicable) and the Subscription Benefits will remain accessible to you until the end of your then current Initial Term, or Further Term (as applicable) that you have pre-paid fees for, at which point you will immediately cease to receive any Subscription Benefits, and must cease using any SMART IP downloaded prior to cancellation. Any pre-paid fees will not be refunded;
      • in accordance with clause 4 or 3.5, you will immediately cease to receive any Subscription Benefits, and must cease using any SMART IP downloaded prior to cancellation.
  1. Subscription
    • Provided you comply with the terms of this agreement, we will deliver the Subscription Benefits.
    • You must:
      • complete the weekly surveys we provide to you regarding meeting attendance and attendees;
      • comply with, and ensure all Facilitators comply with our Code of Conduct;
      • ensure all Facilitators comply with our Facilitator Guidelines;
      • use the Subscription Benefits only for authorised and lawful purposes, in accordance with any reasonable directions we might issue, and in a way which does not infringe the rights of anyone or restrict or inhibit another member’s access to its Subscription Benefits; and
      • not engage in any conduct which may be detrimental to us or our goodwill, reputation or business and/or the goodwill, reputation or business of other SMART members or Representatives.
  1. Additional services
    • You may, request additional services or Subscription Benefits by submitting a notice to us describing the details of such requested additional services or Subscription Benefits (including requested timelines and number of affected Facilitators).
    • We will provide an additional services proposal to you, setting out the additional services or Subscription Benefits we will deliver, the timeline for implementation (if applicable) and the costs and/or fees.
    • The additional services proposal will take effect when agreed in writing between authorised representatives of the parties.
  2. Account
    • In order to access the Site and Subscription Benefits, including to download SMART IP your Facilitators must set up an account using their Facilitator Log In.
    • You agree and acknowledge that all information you provide us will be true, accurate, current and complete.
    • You may request an upgrade to your Subscription Tier on written notice to us, or we may require you to upgrade in the event your number of Facilitators increases. This change will take effect from the commencement of next applicable Further Term.
    • From the next applicable Further Term, we will charge you, in accordance with clause 1, the fees applicable to the new Subscription Tier (in the event you upgrade your Subscription Tier).
    • You are solely responsible for:
      • ensuring each Facilitator Login is operated by only one person;
      • ensuring Facilitators do not share, publish or otherwise make available to any third party their Facilitator Logins;
      • all activity on your account by you or any of your Facilitators including any unauthorised access by third parties;
      • maintaining the confidentiality and security of your account (including user names and passwords) and all activities on or through your account; and
      • any necessary software or technical requirements (including all related costs) in order to allow your use of, or access to, the Subscription Benefits.
    • You must, and must ensure the Facilitators notify us immediately of any unauthorised use of your or a Facilitator’s account. We are not liable for any loss or damage arising in connection with any unauthorised use of your or a Facilitator’s account.
    • We reserve the right to approve your or a Facilitator’s account set up, and/or request additional information from you prior to approving your subscription and set up.
    • We reserve the right to disable, suspend or cancel your and/or a Facilitator’s account if you or a Facilitator fail to comply with the obligations under this agreement or if we suspect there is unauthorised use of your or the Facilitator’s account (as determined by us acting reasonably).
  3. Partner Materials
    • Your and/or a Facilitator’s (Partner) log in may allow Partner to submit, post, interact with, and/or display certain materials. Partner is responsible for all Partner’s content that Partner submits, posts or displays on its account, including data, text, files, information, usernames, images, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links, and other materials (Partner Materials).
    • Partner must not submit, post or display any Partner Materials that:
      • Partner does not have permission, right or license to use, upload, and permit use as contemplated by this agreement;
      • are objectionable, offensive, unlawful, defamatory, deceptive or harmful; or
      • are illegal, fraudulent, or manipulative.
    • We may remove Partner Materials which are inappropriate or are in breach of this agreement without notice.
  4. Licence
    • You are granted a non-exclusive, non-sublicensable, non-transferable Australian and New Zealand licence to use, adapt, digitally perform, transmit, and reproduce SMART IP provided to you as part of your Subscription Benefits in both digital and physical formats, subject to your compliance with this agreement.
    • You will not:
      • make unauthorised use of, or modify, copy, reproduce, republish, frame, upload to a third party, post, transmit or distribute SMART IP in any way except as expressly provided for under this agreement;
      • sublicense, sell, assign or otherwise transfer or attempt to do so all or part of your rights under this agreement;
      • use SMART IP for the direct or indirect promotion of alcoholic beverages, tobacco, gambling, weapons or explosives;
      • use SMART IP for any pornographic, defamatory or otherwise unlawful use, whether directly or in context or juxtaposition with other material or subject matter;
      • incorporate SMART IP into a logo trade mark or service mark, without obtaining our prior written consent.
  1. Fees
    • You will pay your Subscription Fees each Payment Cycle by Direct Debit (by credit or debit card) and in accordance this clause 9.
    • If you have:
      • an Annual Subscription, your Fees will be payable annually in advance; or
      • a Monthly-Subscription, your Fees will be payable monthly in advance.
    • Your nominated Debit or Credit Card will be charged on the Start Dat4e and then you will be charged on each relevant Payment Cycle without further authorisation from you, unless you have cancelled or otherwise modified your subscription in accordance with these agreed terms. It is your responsibility to ensure your that:
      • your Direct Debit details are, at all times, valid and up to date;
      • sufficient funds are available at each Payment Cycle; and
      • the billing address and other necessary information you have provided are, at all times, valid and up to date.
    • If you wish to raise a genuine dispute about Subscription Fees, you must notify us of the dispute before the due date and pay the undisputed portion of Subscription Fees by the due date.
    • If you have not paid Subscription Fees within 30 days of the due date, we reserve the right to suspend your access to the Subscription Benefits until all overdue amounts are paid or terminate the agreement.
    • The Subscription Fees:
      • will automatically increase each calendar year by a percentage equal to the percentage increase in CPI for the same period; and
      • may be increased in our sole discretion on 30 days’ notice to you,

such price increase will take effect in the next applicable Further Term.

  • Unless otherwise expressly stated, all fees, prices or other sums payable or consideration to be provided under this agreement are exclusive of GST. If GST applies to a supply by any party under this agreement, the consideration will be increased by an amount equal to the GST liability incurred by the party making the supply.
  1. Site
    • You understand and agree that your use of the Site is provided “as is” and “as available”. We do not represent or warrant that the operation of the Site will be secure, confidential, uninterrupted, error-free, accurate, complete or current.
    • We update and carry out maintenance on the Site regularly, so we may have to suspend access, service or functionality on the Site from time to time, without notice. We will not be liable if, for any reason, the Site is not available at any time or for any period of time.
    • In using the Site, you must not, and must ensure Facilitators do not:
      • post commercial advertisements or links to other websites;
      • provide us with inaccurate or incomplete information or impersonate any person;
      • distribute viruses, corrupt files, or any other similar software or programs that may damage the operation of any computer hardware or software;
      • collect or store personal data about other users of this Site; or
      • engage in any other conduct that inhibits any other person from using or enjoying this Site.
  1. Third party products

We may use third party products (including platforms, software and hardware) in supplying you with access to the Subscription Benefits (Third Party Product). You acknowledge that:

  • your use of, and access to, the Third Party Products may be subject to additional fees and separate terms issued by the Third Party Supplier, which will form a separate agreement between you and the relevant Third Party Supplier;
  • we make no representations or warranties in relation to, and do not accept liability for, any Third Party Products; and
  • we may suspend your use of, or access to, the Third Party Products on request from the Third Party Supplier of such Third Party Products.
  1. Confidentiality
    • Each party must keep all Confidential Information confidential and use such information for the sole purpose of performing the obligations under this agreement.
    • Neither party may use or disclose the Confidential Information except:
      • to that party’s employees or advisers on a need-to-know basis and that party must ensure that such persons understand and comply with the obligations imposed by this agreement;
      • as required by law, subject to that party notifying the other party immediately if that party becomes aware that such disclosure may be required; or
      • with the other party’s prior written consent.
  1. Intellectual Property
    • We own, or are the licensee of, the Intellectual Property Rights in the Subscription Benefits and we grant to you a non-exclusive, non-transferable licence to use and reproduce the Core IP for the Term (subject to clause 3.5).
    • All right, title and interest in any Improvements belongs to and vests solely in the us. You will take whatever action necessary, do such further acts and execute and deliver to us such further instruments as quickly as reasonably possible, so as to allow us to perfect, register, evidence or enforce its rights and interest in the Improvements.
    • Without limiting clause 2, with effect on and from the date of its creation, in respect of all Improvements that do not automatically vest in us and are developed or created by you, you agree to assign to the us absolutely and free from encumbrances:
      • all present and future legal and beneficial right, title and interest in the Improvements (including in respect of any future copyright); and
      • all rights relating to or arising from the Improvements (whether in the past, present or future, including all rights to sue for infringement in respect of the Improvements,

anywhere in the world.

  1. Audits
    • We may (either by ourselves or through an authorised Representative appointed by us) periodically attend any SMART meeting you hold or otherwise conduct an audit to assess whether or not you are complying with all or any part of the Agreement.
    • You acknowledge and agree that all feedback you give us will be our sole and exclusive property and you agree to assign to us all of your right, title, and interest in and to all feedback (including Intellectual Property Rights) and waive any moral rights you may have in such feedback.
    • You must:
      • allow us to attend ant SMART meeting without notice; and
      • participate in and co-operate with any audit carried out under clause 14.1 in good faith, including by providing us and our authorised Representatives with such access to your systems, facilities, premises, records, books and personnel as is required for the purposes of the audit (provided that we must give you no less than 3 days’ notice of any requirement for such access).
    • We and our authorised Representatives may take copies of your records and books as are reasonably required for the purposes of carrying out the audit. Those copies will be treated as confidential.
    • We will bear our own costs and expenses in carrying out the audit unless the audit reveals that you have failed to comply with the Agreement, in which case you will be liable to pay, or reimburse us for, all costs and expenses relating to that.
  2. Data and Personal Information
    • By entering this agreement a party may be providing the other party with personal information, including without limitation, name (including any business name and/or trading name), mailing address (including postcode), telephone number, email address, Australian Business Number or Australia Company Number, nationality and/or personal identification information (Personal Data).
    • Each party will deal with the other party’s Personal Data in accordance with that party’s privacy policy and at all times in accordance with the applicable privacy laws (including the Privacy Act 1988 (Cth)).
  3. Liability and indemnity
    • You indemnify us from and against all claims, liability, loss, damage, expenses and costs (including reasonable legal costs) arising from or in connection with:
      • any breach of this agreement by the you.
      • any breach of this agreement by you and any claim that the Member Materials are unlawful or infringes the Intellectual Property Rights of any person.
    • You acknowledge we have no control over the conduct or other users of the Site, and we do not warrant that the Site and/or the will be uninterrupted or error-free.
    • Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:
      • to cancel your service contract with us; and
      • to a refund for the unused portion, or to compensation for its reduced value
    • You are also entitled to be compensated for any other reasonably foreseeable loss or damage.
    • If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.
    • To the extent permitted by law:
      • we are not liable for any loss or damage, however it arises, whether in contract, statute or tort (including negligence), arising out of, or in connection with:
        • your reliance on, or use of, any Core SMART IP (including any reliance and/or use after the expiry or termination of the Term);
        • any content that is incorrect, inaccurate or incomplete; or
        • third party sites or resources. The Subscription Benefits may contain links to third party sites and resources and we have no control over those sites; and
      • we exclude liability for any loss of profit, loss or corruption of data, special, exemplary, punitive, incidental, indirect or consequential loss or damages suffered or incurred or arising in connection with the Subscription Benefits or in connection with any act or omission by us (negligent or otherwise); and
      • our aggregate liability in connection with this agreement, whether based on warranty, contract, statute, tort (including negligence) or otherwise, will not exceed an amount equal to the Subscription Fees paid by you to us (if applicable) in the 6 months preceding the claim.
  1. Force Majeure
    • If a Force Majeure Event occurs, the affected party must notify the other party and the obligations of the party will be suspended to the extent that they are affected by the relevant Force Majeure Event until that Force Majeure Event has ceased.
    • If a Force Majeure Event continues for more than 60 days, either party may terminate this agreement.
  2. General terms
    • Nothing in this agreement will be taken as giving rise to a relationship of employment, agency, partnership or joint venture. Except as otherwise provided in this agreement, the parties acknowledge and agree that neither party will have any authority to bind the other party or to enter into an agreement in the name of the other party.
    • Neither party may assign, transfer or otherwise deal with this agreement or any right under this agreement without the prior written consent of the other party, which must not be unreasonably withheld.
    • This agreement contains the entire understanding between the parties concerning the subject matter of the agreement and supersedes all prior communications.
    • The failure of either party to enforce any provisions under this agreement will not waive the right of such party thereafter to enforce any such provisions.
    • This agreement may not be amended or varied unless the amendment or variation is in writing and signed by all parties.
    • A notice, consent or other communication under this agreement is only effective if it is in writing, signed by or on behalf of the party giving it and it is received in full and legible form at the addressee’s address or email address, specified in the Key Details.
    • Any warranty, liability, indemnity, or obligation of confidentiality in this agreement will survive termination. Any other term which by its nature is intended to survive termination of this agreement survives termination of this agreement.
    • There is no relationship of employment, partnership, agency or fiduciaries between you and us.
    • If any term or provision of this agreement are held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from this agreement and the remaining terms and conditions will be unaffected.
    • This agreement is governed by and construed under the laws of New South Wales, Australia and the courts of that jurisdiction will have exclusive jurisdiction over any dispute arising out of this agreement.
  3. Definitions

Australian Consumer Law means schedule 2 to the Competition and Consumer Act 2010 (Cth).

Annual Subscription Term means 12 months from the Start Date, renewed in accordance with the agreed terms.

Code of Conduct means the code available at [insert link].

Confidential Information means confidential, proprietary and commercially-sensitive information (irrespective of the form or the manner in which the information is disclosed, or the time of such disclosure) including information which:

  • identifies or belongs to other SMART members and Representatives;
  • is identified as confidential or ought to have been known to be confidential; and
  • relates to our, or a SMART members’ or Representatives’, business affairs and practices, including financial information, business opportunities, business plans, business processes and methodologies,

but does not include information which is in, or comes into, the public domain other than by a breach of this agreement, or which is independently known to the other party as evidenced by its written record.

CPI means the weighted average of all groups eight capital cities consumer price index published on a quarterly basis by the Australian Bureau of Statistics.

Facilitator means an individual who has completed SMART training and is approved by us to be a facilitator.

Facilitator Guidelines means the guidelines available at [insert].

Facilitator Logins means the unique username and password issued or otherwise assigned by us to you or your Facilitators for access to and use of the Site.

Force Majeure Event means any act, event or cause including earthquakes, cyclones, floods, fires, lightening, storms or other acts of God, strikes or industrial disputes, riots, terrorist acts, civil disturbances, breakages of machinery, or industrial conditions, or arising out of any other unexpected and exceptional cause, delays in transportation and dispositions or orders of governmental authority, which:

  • directly or indirectly results in a party being prevented from or delayed in performing any of its obligations under this agreement; and
  • is beyond the reasonable control of that party.

Further Term has the meaning given to that term in clause 2.2.

Improvement means an improvement, variation, update, enhancement, development, modification or adaptation of our Core SMART IP made or developed at any time after the Start Date by or on behalf of us and means all Intellectual Property Rights (including without limitation, present and future copyright) developed for, by, or on behalf of you or your agents when using or in any way connected with the Core SMART IP.

Initial Term has the meaning given to that term in the Key Details.

Invoicing Terms mean the payment terms selected in the Key Details.

Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, designs, patents, business and domain names, confidential information, inventions and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields whether or not registered, registrable or patentable.

Member Materials has the meaning given to that term in clause 7.1.

Monthly Subscription Term means 1 month from the Start Date, renewed in accordance with the agreed terms.

Payment Cycle means a monthly or annual payment, as selected by you on sign up.

Personal Data has the meaning given to that term in clause 15.1.

Representative means an officer, employee, agent, consultant or sub-contractor of a party.

Site means the platform made available to you and Facilitators by us.

SMART IP means all procedures or other concepts or information relating to the following:

  • SMART Recovery registered trade marks, the SMART Recovery name and goodwill;
  • SMART Recovery 4-Point Program (including the ability to run SMART meetings); and
  • SMART Recovery Facilitators Manuals.

Subscription means either your Annual or Monthly Subscription to access and use the Subscription Benefits, including your Add-ons if selected in the Key Details, in accordance with these agreed terms.

Subscription Benefits means the type(s) and amount(s) of benefits to be delivered as set out in Schedule 1.

Subscription Fee means the monthly or annual subscription price for each Subscription Tier as set out below.

Subscription Tier Basic Community Pro Enterprise
Annual fee $468.00 $948 $1,908 $3,648
Monthly fee $39.00 $79.00 $159.00 $299.00

Subscription Tier means the tier you have selected, being either:

  • Basic (1-2 active Facilitators);
  • Community (1-2 active Facilitators);
  • Pro (1-2 active Facilitators); or
  • Enterprise (1-2 active Facilitators).

Term mean the Initial Term and each applicable Further Term.

Third Party Product has the meaning given to that term in clause 11.

Third Party Supplier means a supplier who supplies Third Party Products (other than us).

You, Your or Partner means the organisation set out in the SMART Recover Australia Subscription Packages capture form.

 

 

 

  • – Subscription Benefits

Applicable to Basic, Community, Pro and Enterprise

  • A licence to use the SMART IP
  • Unlimited access to facilitator-specific SMART Webinars covering CBT, motivational interviewing and more to constantly upskill your staff
  • Access to our ongoing cutting-edge addiction recovery research, led by our Research Advisory Committee
  • Access to the promotional materials available on the Site, such as posters and brochures
  • Promotional support through SRAU channels, including our website and social media presence
  • On demand coaching and support for your Facilitators
  • Our exclusive online community with forums, newsletters and more
  • View and learn from national meeting statistics and how they compare to your own meeting with our weekly data collection project
  • Ability to offer the SMART Track mobile app to participants within your service
  • Any staff member at your organisation may attend SMART Recovery Australia Facilitator Training for $799.00, compared to non-subscribers who must pay $899.00
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