Bluestone Membership Club

Terms and Conditions of Membership (Conditions)

These Conditions apply to all services ordered from or provided to you by WM Network Group Pty Ltd ACN 645 260 911 (WMNG) and by requesting services from WMNG you agree that these conditions shall apply to those services and your order.

1. DEFINITIONS AND INTERPRETATION

1.1 In these Conditions, the following definitions apply:

Australian Consumer Law: means the Australian Consumer Law which is schedule 2 to the Competition and Consumer Act 2010 (Cth) as in force as a law of the Commonwealth under that Act.

Benefits: means the benefits made available to Members by Suppliers.

Claim: means any damage, loss (including Indirect Loss), cost, expense or liability incurred by a person (including personal injury, sickness, death, property loss or damage), or a claim, action, proceeding or demand made against a person, however arising and whether past, present or future, fixed or unascertained, actual or contingent.

Conditions: these terms and conditions as amended from time to time in accordance with Clause 12.5.

Consumer: has the same meaning as in the Australian Consumer Law.

Indirect Loss: means any loss of revenue, loss of profit or anticipated profit, loss of business reputation, loss of opportunities, loss of anticipated savings or wasted overheads and any other economic loss or indirect loss, whether or not in the reasonable contemplation of the parties at the time of acceptance of a Member’s Membership application.

Liabilities: means all liabilities, losses, damages, outgoings, costs and expenses of whatever description.

Member: a person registered as a member of the Bluestone Membership Club.

Membership: means membership of the Bluestone Membership Club.

Membership Fees: means the fees payable in respect of Membership notified to Members upon application for, and prior to renewal of, Membership.

Payment Card: has the meaning given in Clause 3.1.

Personal Information: has the meaning given that term in the Privacy Act 1988 (Cth).

Request: means a request made by a Member for WMNG to arrange the provision of Supplier Services.

Bluestone Membership Club: means the Bluestone Membership Club owned and operated by WMNG.

Services: means the concierge and lifestyle management services provided by WMNG to you as a Member.

Supplier: means a supplier engaged by WMNG on behalf of and as agent for a Member to provide goods and/or services to that Member.

Supplier Services: means the goods and/or services provided by a Supplier to a Member in accordance with a Request.

us: means WMNG.

Website: means the website located at www.wmng.com.au

you: means the person who has agreed to these Conditions.

1.2 In these Conditions, the following rules apply:

(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

(b) a reference to a party includes its personal representatives, successors or permitted assigns;

(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

(d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(e) a reference to writing or written includes e-mails.

2. MEMBERSHIP APPLICATIONS

2.1 All Membership applications are subject to acceptance by WMNG at its sole discretion. WMNG shall notify applicants in the event that his or her Membership application has been accepted. WMNG is under no duty to disclose its reasons for rejecting any Membership application.

2.2 You are obliged to provide correct personal details when you apply for a Bluestone Membership. Failure to do so may invalidate your Membership and any subsequent transactions. Your responsibility to provide accurate information is a continuing obligation and you must notify WMNG promptly in the event that any information provided by you in connection with your Membership changes.

2.3 Your Membership is personal to you. You are responsible for ensuring that no one uses your Membership other than you.

2.4 Access to and use of your personalised Membership section of the Website is through a combination of user name and password. You are solely responsible for maintaining the confidentiality of your user name and password and you agree to notify WMNG immediately if you believe that there has been any breach of security, including the unauthorised use of your name and password.

2.5 We will take all steps reasonably necessary to ensure that your Personal Information is treated securely and in accordance with WMNG’s Privacy Policy, further details of which are set out in Clause 12.1.

2.6 All information you provide to us is stored on our secure servers. Any payment transactions carried out by us or our chosen third-party provider of payment processing services will be encrypted using Secured Sockets Layer technology.

3. MEMBERSHIP FEES, UPGRADES, CANCELLATIONS AND RENEWALS

3.1 Membership Fees are due on acceptance of your Membership application and annually/monthly thereafter (Renewal Date), and full payment or monthly payments will be taken by WMNG in advance by direct debit or payment by a credit or debit card which you have authorised us to deduct such payment from (Payment Card).

3.2 Where you have provided us with details of a Payment Card or have authorised a direct debit mandate, you hereby expressly authorise WMNG to deduct collect renewal Membership Fees up to 28 days prior to or on your Renewal Date. You membership will continue with payments deducted annually or monthly until you give WMNG authorization in writing to cease you membership.

3.3 Your Membership, Membership Fees payable shall be confirmed to you prior to acceptance of your Membership application. Any increase or decrease to the Membership Fees for subsequent years of Membership will be notified to you in advance of your Renewal Date.

3.4 If you do not wish to renew your Membership you must notify us in writing within 28 days after you have been notified of your Membership Fees for the following 12 months.

3.5 Subject to Clauses 3.7 and 3.8, Membership Fees are non-refundable.

3.6 You have the right to cancel your Membership until the end of 28 days after the day on which we accept your Membership application (Cancellation Period) and we request that you inform us of your decision in writing.

3.7 If you cancel your Membership within the Cancellation Period, you will be reimbursed half your Membership (50%) fee (special circumstances will be viewed on a case-by-case scenario).

3.8 WMNG reserves the absolute right to cancel or suspend your Membership where:

(a) any information you provide WMNG in connection with your Membership application is false; or

(b) your conduct:

(i) may involve the contravention of any person's rights;

(ii) may offend any applicable laws;

(iii) may otherwise be regarded by WMNG, on reasonable grounds, to be unacceptable; or

(iv) involves any fraudulent activity.

3.9 If WMNG cancels your Membership, where it is reasonable to do so WMNG shall refund the balance of the current Membership Fees on a pro rata basis in respect of the unexpired period to which the Membership Fees relates.

4. SUPPLY OF SERVICES

4.1 WMNG shall procure the supply the Services to you for the duration of your Membership in accordance with your Requests, provided that WMNG shall not be required to provide or facilitate the provision of Supplier Services that it deems at its sole discretion may violate applicable laws, standards and/or regulations or may offend taste and decency in the relevant jurisdiction.

4.2 WMNG shall use its reasonable endeavours to meet any performance dates specified in a Request, but any such dates shall be estimates only and time shall not be of the essence for performance of any Supplier Services.

4.3 WMNG shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and WMNG shall notify you in any such event.

4.4 You acknowledge that WMNG reserves the right to accept commissions upon the supply of products or performance of any Supplier Services.

4.5 WMNG shall provide the Services using reasonable care and skill and, as far as reasonably possible, in accordance with your Requests and reasonable instructions from time to time.

4.6 Restaurants and clubs:

(a) When a restaurant is booked on behalf of a Member, WMNG will take every care and thorough research on the particular restaurant to make the experience the best possible for the Member, however WMNG cannot control elements of the service or quality of dining experience from the restaurant.

(b) Admission of a Member to any club premises is at all times at the sole discretion of the relevant club Supplier and the Member acknowledges and agrees that WMNG accepts no liability where a Member is refused admission to a club.

4.7 Tickets:

(a) WMNG may be able to obtain "best tickets" for you in relation to sold out events through one of its ticket agent partners. Please note that by instructing WMNG to obtain such tickets on your behalf you are agreeing to purchase tickets above face value and the total cost may include a service charge to WMNG in respect of our provision of services to obtain the seats for you. WMNG is not the seller of the tickets and is not responsible for fulfilment of your order.

(b) All such tickets and ticket agent partners (who shall be the seller in respect of the transaction) shall have their own terms and conditions (which you should read). Such terms and conditions are likely to include terms which state that sales of tickets are final and no refunds shall be issued after the purchase has been made. WMNG is not able to provide you with any refund or obtain any such refund on your behalf.

(c) In the event of a show being cancelled directly by the artist/promoter, it may be possible to obtain a refund of the face value of the relevant tickets.

(d) WMNG or its ticket agent partner will despatch your tickets through delivery agents at standard rates. WMNG is not liable for any failure by delivery agents to deliver your tickets.

5. PLACING A REQUEST

5.1 Members may place Requests by telephone (which does not include text messages), e-mail or through the Members' section of the Website.

5.2 WMNG, acting reasonably, reserves the right to withdraw any of the Supplier Services and/or to refuse to accept any Requests at its sole discretion.

5.3 If WMNG is unable or not obliged to deal with a Request, it will inform the Member as soon as reasonably practicable.

5.4 You undertake to WMNG that all details you provide to us for the purpose of booking, ordering or purchasing Supplier Services are correct, that the debit, credit and/or Payment Card you use from time to time is your own and that you have sufficient funds to cover the cost of the Supplier Services.

5.5 From time to time WMNG may incur a services fee or handling charge (of which you will be notified in advance) in connection with the procurement or provision of certain Supplier Services or Benefits, and in such event you hereby authorise WMNG to debit your Payment Card with any such handling charges or, alternatively, to invoice you in respect of such fees or charges.

6. PAYMENTS, CANCELLATIONS, REFUNDS AND RETURNS

6.1 You acknowledges that any contract for the provision of Supplier Services is made between the Member and the relevant Supplier and that WMNG is not a party to such contract. Cancellation of contracts with Suppliers need to be addressed with the Supplier directly and will be subject to the relevant Supplier's policies.

6.2 If a Request for a specific Supplier Service is not available, WMNG may offer to procure you substitute products or services of a similar description and standard. You may at your sole discretion refuse acceptance of such substitute products and/or services and request a full refund in the event that payment has already been made to the Supplier for the unavailable product or service.

6.3 Subject to Clause 6.4, payment for all Supplier Services are due and payable immediately by a Member upon acceptance of the order by the relevant Supplier.

6.4 You further acknowledges that for Supplier Services purchased on your behalf by WMNG directly from a Supplier, returns and exchanges will be subject to the terms and conditions of that Supplier and returns or exchange of Supplier Services purchased may not always be permitted. In circumstances where WMNG is asked to source a specific item for a Member, WMNG shall inform the Member of the refund and exchange policy of that Supplier in advance. WMNG shall not be liable to the Member where a Supplier does not accept the return or exchange of any part of the Supplier Services.

6.5 We will inform you when we become aware that a refund of an order has been processed by a Supplier.

7. SUPPLIERS

7.1 You acknowledge and agree that Suppliers are responsible for providing you with the Supplier Services and the Benefits. WMNG shall communicate with Suppliers on your behalf unless it is more appropriate for you to contact the Supplier directly.

7.2 Suppliers may impose their own terms and conditions in connection with the provision of the Supplier Services, and such terms and conditions shall be binding upon you at the time of order.

7.3 When ordering the provision of Supplier Services or accessing a Benefit, you may be required to provide your Payment Card details. If you request and authorise WMNG to use your Payment Card in order to pay a Supplier for the provision of Supplier Services, you acknowledge and agree that WMNG shall have no liability or be responsible in any way whatsoever in respect of the use of your Payment Card provided that WMNG acts in accordance with the instructions issued by you in relation thereto.

7.4 All descriptions of Supplier Services and Benefits on the Website have been approved by the relevant Supplier. The Member acknowledges and agrees that WMNG accepts no liability for any inaccurate or misleading descriptions of such Supplier Services and Benefits.

7.5 You acknowledge that the Supplier Services and Benefits are subject to availability and may change from time to time without notice.

8. MEMBER DEFAULT

8.1 If WMNG’s performance of any of its obligations under these Conditions is prevented or delayed by any act or omission by a Member or failure by a Member to perform any relevant obligation (Member Default):

(a) WMNG shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Member remedies the Member Default, and to rely on the Member Default to relieve it from the performance of any of its obligations to the extent the Member Default prevents or delays WMNG performance of any of its obligations;

(b) WMNG shall not be liable for any loss or damage sustained or incurred by the Member arising directly or indirectly from WMNG’s failure or delay to perform any of its obligations as set out in this clause 8.1; and

(c) the Member shall reimburse WMNG on written demand for any costs or losses sustained or incurred by WMNG arising directly or indirectly from the Member Default.

9. LIABILITY

9.1 You may have certain rights under the Australian Consumer Law including consumer guarantees that the goods and services WMNG provides to you will be of acceptable quality, fit for the purpose disclosed, and carried out by WMNG with due care and skill. These Conditions do not exclude or limit these guarantees or any other statutory rights that you may have under applicable laws.

9.2 All other conditions, warranties and guarantees, express or implied, in relation to any matter (including any rights of recovery or to compensation), whether or not implied by law, are, to the maximum extent permitted by law, excluded. This exclusion applies whether or not you are a Consumer.

9.3 Where the Services are not services of a kind ordinarily purchased for personal, domestic or household use, WMNG’s liability for breach of any consumer guarantee applicable to the supply of the Services under the Australian Consumer Law, to the extent that it is permitted by law, is limited to any one of the following determined by WMNG:

(a) the supplying of the Services again; or

(b) the payment of the cost of having the Services supplied again.

9.4 To the maximum extent permitted by law:

(a) WMNG is not liable to you or any other third party for any Claim (including Claims in relation to personal injury, disease, death or damage to property) in connection with your use of the Services or the provision of the Supplier Services; and

(b) WMNG will not be liable for any Indirect Loss.

9.5 To the extent permitted by law, in no event will the aggregate liability of WMNG for any loss or damage, direct or otherwise, exceed an amount equivalent to the Membership Fees paid by the Member in the year in which the event giving rise to the liability occurred, regardless of the cause or form of action. For the avoidance of doubt, the limitation of liability under this Clause 9.5 is cumulative and not per incident or claim.

10. INDEMNITY

10.1 You indemnify and hold WMNG and its officers, directors, employees and agents harmless from any and all Claims and Liabilities suffered or incurred by WMNG arising out of or in connection with:

(a) any unlawful act or negligent act or omission by you in connection with the use of the Services or the Supplier Services;

(b) your breach of an applicable law in connection with the use of the use of the Services or the Supplier Services;

(d) your breach of the rights of any third party.

10.2 You will not be liable under Clause 10.1 to the extent that the Claim or Liability was caused, or contributed to, by (as the case requires) the WMNG’s negligent acts or omissions or wilful misconduct.

11. COMMENCEMENT AND TERMINATION

11.1 These Conditions shall take effect and be binding on you and WMNG upon acceptance by WMNG of your Membership application. These Conditions shall be applicable for the duration of your Membership and shall only cease to have effect upon the expiry or termination of your Membership.

12. GENERAL

12.1 Privacy

(a) You acknowledge that WMNG collects and uses information which you provide to WMNG as a Member.

(b) You agree to allow WMNG or its affiliates to contact you by way of text, e-mail or other forms of communication in connection with your Membership.

(c) The privacy of your Personal Information is important to WMNG and WMNG shall ensure that it is held, used and disclosed consistently with WMNG’s Privacy Policy (www.wmng.com.au) and the Privacy Act 1988 (Cth).

12.2 Assignment and subcontracting:

(a) WMNG may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under these Conditions and may subcontract or delegate in any manner any or all of its obligations under these Conditions to any third party or agent.

(b) The Member shall not, without the prior written consent of WMNG assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these Conditions.

12.3 Waiver:

(a) A waiver of any right under these Conditions is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under these Conditions or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

(b) Unless specifically provided otherwise, rights arising under these Conditions are cumulative and do not exclude rights provided by law.

12.4 Severance:

(a) If a court or any other competent authority finds that any provision of these Conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of these Conditions shall not be affected.

(b) If any invalid, unenforceable or illegal provision of these Conditions would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

12.5 Variation:

(a) WMNG may vary these Conditions from time to time and will notify you of any changes in a timely manner. Notification will be by some or all of the following methods: WMNG newsletter, the Website, by e-mail or by telephone. Your continued use of your Membership constitutes acceptance of such variations to these Conditions.

(b) If you do not agree with a variation of these Conditions, you may cancel your Membership by notifying us. You will be reimbursed your Membership Fees, less a deduction for the Services we have provided up to the date you informed us of your decision to cancel (being the amount determined by us acting reasonably).

12.6 No partnership: Nothing in these Conditions is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

12.7 Third parties: A person who is not a party to these Conditions shall not have any rights under or in connection with it.

12.8 Governing law and jurisdiction: These Conditions, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the laws of Western Australia and the parties submit themselves to the non-exclusive jurisdiction of the Courts of that State.