Terms and Conditions

This Agreement is made between you and SMART Recovery Australia Ltd ACN 126 587 728 of Suite 150, 3rd Floor, 416-418 Pitt Street, Haymarket, NSW 2000 (us, we or our).

  1. Our agreement

By clicking on the “I agree” box when you place an Order, you agree to these Terms and Conditions. The legally binding agreement formed between you and us consists of the Order and these Terms and Conditions (Agreement). The Order will prevail to the extent of any inconsistency.

  1. Term and termination
    • This Agreement will commence on the date it is executed and continues until terminated in accordance with this Agreement.
    • Either party may terminate this Agreement on 30 days’ notice to the other party.
    • We may terminate this Agreement on notice to you if:
      • you fail to remedy a breach of this Agreement within 14 days notice from us;
      • you breach the Agreement and its incapable of remedy;
      • you become insolvent; or
      • we cease to hold the rights to the SMART Recovery IP.
    • Upon the expiry or termination of this Agreement for any reason:
      • you must pay all outstanding Fees to us and any reasonable costs incurred by us as a result of the termination (including third party cancellation fees and administrative costs);
      • you will not be entitled to a refund of any pre-paid Fees;
      • you must immediately stop using the SMART Recovery IP and, at our option, return or securely destroy all SMART Recovery IP and/or Confidential Information in your possession.
  1. Licence
    • Subject to you complying with the terms of this Agreement, we grant you a non-exclusive licence to use the Programme and the “SMART Recovery” trade mark (number 1093254) (together, SMART Recovery IP) for the purpose of setting up and facilitating SMART Recovery meetings in your community.
    • If applicable, you may sub-license the rights granted to you under this Agreement to a Facilitator nominated by you and notified to us. You must ensure any Facilitator nominated by you agrees to be bound by the terms of this Agreement and you remain liable for all acts and omissions of the Facilitator.
    • You acknowledge and agree that the licence granted in this clause 3 does not qualify you, or any Facilitator nominated by you, to train your personnel or any third party as a SMART Recovery facilitator.
  2. Fees and payment
    • You must pay us the Fees within 30 days of the date of the invoice. If you provide us with credit card details, you authorise us to direct debit your nominated credit card for the purpose of paying your bill.
    • If you fail to pay an invoice by the due date, we reserve the right to charge you interest on the overdue amount at the rate of 1.5% per month.
    • The parties agree that all amounts payable under this Agreement are expressed on a GST exclusive basis.  If GST is payable in relation to a Taxable Supply, the amount payable for that Taxable Supply is the amount for that Taxable Supply specified in this Agreement plus GST.  The parties must provide each other with all documentation required to claim any Input Tax Credit, set off, rebate or refund for or in relation to any GST included in any payment made under this Agreement.  In this clause, the terms “GST”, “Taxable Supply” and “Input Tax Credit” have the meaning given in A New Tax System (Goods and Services Tax) Act 1999 and related tax imposition Acts of the Commonwealth of Australia.
  3. Your obligations
    • You must:
      • use the SMART Recovery IP in a manner that reflects the spirit and values of the SMART Recovery movement and not bring us into disrepute;
      • not use the SMART Recovery IP for any purpose other than for the purpose of setting up and facilitating SMART Recovery meetings in your community, without our prior consent;
      • not hold yourself out as a SMART Recovery employee or a person qualified to train facilitators about the SMART Recovery programme;
      • not alter, obscure, remove, conceal or otherwise interfere with the SMART Recovery IP;
      • comply with all laws, our Code of Conduct and our reasonable directions;
      • on our request, provide us with data about your meetings, including location, time and number of participants and provide us with any additional information we may reasonably request from time to time; and
      • allow us, and third parties nominated by us, to access to your meetings for the purpose of ensuring:
        • you are complying with your obligations under this Agreement; and
        • the meetings are of an acceptable standard, as determined by us in our sole discretion.
  1. Our obligations

We will provide you with:

  • the standard package services or plus package services, as nominated by you in an Order (Services); and
  • ongoing support and assistance with marketing.
  1. Intellectual Property Rights
    • You consent to us using your company name and reproducing your logos on our website for promotional and publicity purposes.
    • You agree to notify us immediately if you become aware of any infringement of the SMART Recovery IP and to provide us with any reasonable assistance we may require.
  2. Liability
    • Our liability for breach of a statutory guarantee which cannot be excluded by law is limited, at our option, to either the supply of the services (or equivalent services) again or the payment of the cost of having the services supplied again.
    • You indemnify us against all claims, damages, costs, expenses (including legal fees), losses and liabilities that are suffered or incurred by us arising from, or in connection with:
      • breach of this Agreement by you or a Facilitator;
      • any negligent, wrongful or unlawful act or omission by you or a Facilitator; and/or
      • any personal injury or death, or loss of, or damage to, property caused by any act or omission by you or a Facilitator.
    • To the extent permitted by law:
      • we exclude all conditions, terms, representations and warranties other than those expressly set out in this Agreement;
      • we exclude liability for any loss of profit, loss of revenue, loss of business opportunities, loss of data and indirect or consequential loss; and
      • our aggregate liability in connection with this Agreement whether in contract, tort (including negligence), statute or otherwise will not exceed $100.
  1. Confidentiality and privacy
    • Each party will keep confidential the Confidential Information and use the Confidential Information for the sole purpose of performing its obligations under this Agreement.
    • We will handle any personal information received in connection with this Agreement in accordance with our Privacy Policy.
  2. General terms
    • Nothing in this Agreement will be taken as giving rise to a relationship of employment, agency, partnership or joint venture.
    • Any notice required to be given under this Agreement by any party to another will be in writing addressed to the intended recipient at the address set out in this Agreement, or as notified from time to time by each party to the other party in writing.
    • We may sub-contract the performance of any part of the Services to any third party or assign this Agreement or any of our rights or obligations under this Agreement.
    • 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.
    • If any term or provision of this Agreement is 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 in accordance with the laws of New South Wales, Australia. The parties agree to submit to the non-exclusive jurisdiction of the courts of New South Wales.
  3. Definitions

In this Agreement:

  • Code of Conduct means the code of conduct set out on our website.
  • Confidential Information means the 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:
    • is identified as confidential or ought to have been known to be confidential;
    • relates to the business affairs and practices, including financial information, business opportunities, business plans, business processes and methodologies; or
    • the terms and conditions of this Agreement,

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.

  • Facilitator(s) means the facilitator(s) that you nominate to undertake facilitator training.
  • Order means an order for the Services placed by you on our website.
  • Privacy Policy means our privacy policy set out on our website.
  • Programme means the materials we own, or have the exclusive licence to in Australia, used in the delivery of SMART Recovery meetings, as set out in an Order or as otherwise notified to you from time to time.
  • Services are defined in clause 6.
  • In this Agreement:
    • a reference to a person includes a natural person, corporation, unincorporated association or partnership;
    • the headings in this Agreement are for convenience only and have no legal effect;
    • the singular includes the plural and vice versa;
    • “including” and similar words do not imply any limitation;
    • a reference to any agreement or document is a reference to that agreement or document (and, where applicable, any of its provisions) as amended, novated, supplemented or replaced from time to time; and
    • a reference to a statute includes a reference to that statute as amended or replaced from time to time.