These terms and conditions are governed by the law in force in the State of Queensland, Australia.
Playgroup Queensland Ltd trading as Play Matters Australia may change or modify these terms and conditions at any time and you agree to be bound by these terms and conditions as changed or modified. Notice of any changes or modifications will be provided by publishing the revised terms and conditions on this website only and separate notification will not be given to you individually.
Marketing and Communications
Play Matters Australia uses images, videos, animations and other marketing collateral in its digital and print media. Any intellectual property rights in these materials belongs to Play Matters Australia and must not be used or reproduced in any way without Play Matters Australia’s express written consent.
Play Matters Australia respects the privacy of all its families and clients and will not use any images or video footage unless they have consented to such use.
To ensure that you receive the most up to date information you should not rely on all statements or representations made on this website and should contact Play Matters Australia as required. No warranty of any kind, implied, express, or statutory, is made by Play Matters Australia in relation to the accuracy, adequacy, reliability or completeness of the information and materials on this website and Play Matters Australia expressly disclaims liability for errors or omissions in such information and materials.
If you have any questions, please contact us.
Play Matters Australia uses third parties to track data on this website to improve its performance and to enhance your browsing experience.
If you disable, remove or reject tracking, then you may not be able to access the full functionality of this website. You can manage your tracking preferences on your web browser below.
Membership and Affiliation Terms and Conditions:
1.1 Playgroup Queensland Ltd ABN 80 180 917 496 provides the following Agreement with Members for the delivery and advertisement of Playgroup and Play Experience Sessions.
1.2 Playgroup Queensland Ltd is a non-for-profit registered national charity which operates with the following objects, subject to its current and changes to its constitution:
1. To provide relief and support to children, their families and carers experiencing disability, vulnerability or disadvantage during a child’s early formative years;
2. To enrich and support families and the community by establishing, promoting and developing playgroups and services in Queensland to meet community needs;
3. To encourage and provide the opportunity for increased adult-child interaction during a child’s early formative years;
4. To provide stimulating and diverse environments in which the relationship between a parent or carer and a child can be developed through play and where children from diverse socio-economic and cultural backgrounds can develop creatively and socially at their own pace; and
5. To provide advisory services and support to parents, carers, governments and the community in relation to child development.
1.3 Playgroup Queensland Ltd will begin trading under its registered business name, Play Matters Australia, from 24 March 2022.
1.4 All Play Matters Australia programs operate by supporting parents and carers as their child’s ‘first teacher’. All Play Matters Australia programs are attended by parents and adult caregivers who have the sole responsibility of supervising, controlling and caring for their children during play sessions.
1.5 The purpose of individual membership and organisational affiliate membership with Play Matters Australia is to promote and improve access and support for individuals and organisations offering, or wishing to access, high quality play experiences, online tools and resources within the operating model of empowering caregivers as first teachers.
1.6 No provision of this agreement shall be construed that Play Matters Australia provides care, supervision, control or authority over the care of children, within its own programs or member activities.
1.7 All Play Matters Australia affiliate organisations and institutions are responsible and liable for their own operations and obligations, including duty of care to children and families.
(a) Affiliate Membership means the tier of membership under Clause 16 of the Playgroup Queensland Ltd (trading as Play Matters Australia) Constitution.
(b) Agreement means this Membership Agreement.
(c) Business Day means Monday – Friday excluding public holidays in Queensland.
(d) Claims means all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise).
(e) Commencement Date means the date in which an application is accepted.
(f) Fees means the Membership Fees set annually by the organisation only.
(g) GST Law means the same as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
(h) Intellectual Property means the intellectual property as provided from time to time by Playgroup Queensland Ltd (trading as Play Matters Australia) for the purpose of delivering Playgroup and Play Experience sessions.
(i) Listing means an entry on the Find a Play Experience Directory.
(j) Losses means all losses including financial losses, damages, legal costs and other expenses of any nature whatsoever.
(k) Intellectual Property means any and all material as provided from time to time by Play Matters Australia to the Member for the purpose of promoting, advertising, delivering, training, managing or otherwise facilitating the delivery of the Play Matters Australia programs.
(l) Members are entities that are Members under the Playgroup Queensland Ltd. Constitution (trading as Play Matters Australia).
(m) Membership means either an Ordinary Membership, Organisational Membership or Affiliate Membership under the Playgroup Queensland Ltd Constitution.
(n) Ordinary Membership means the tier of membership under Clause 14 of the Playgroup Queensland Ltd Constitution.
(o) Organisational Membership means the tier of membership under Clause 15 of the Playgroup Constitution.
(p) Participant means a member of the general public that attends a Play experience session in person or online.
(q) Parties means Playgroup Queensland Ltd (trading as Play Matters Australia) and the Member, and Party means either one of them.
(r) Privacy Law means any legislation or administrative requirement (as amended from time to time) imposing an obligation in relation to the collection, use, disclosure, storage and transmission of Personal Information which is applicable to a party in the performance of its obligations under this agreement, including without limitation any codes, principles or guidelines contained in or arising out of such legislation.
(s) Personal Information has the meaning as defined in any applicable Privacy Law.
(t) Personnel means any staff, volunteers, employees or contractors of the member assisting in delivering the Playgroup Play Session.
(u) Play Matters Australia, Play Matters, Playgroup Queensland, Playgroup, “We”, “Our” and “Us” means Playgroup Queensland Ltd ABN 80 180 917 496.
(v) Playgroup Queensland Ltd Constitution means the Constitution of Playgroup Queensland Ltd (Trading as Play Matters Australia) dated 17 December 2014.
(w) Find A Play Experience Directory means the directory service hosted on the Website.
(x) Representative means officers, employees, agents, suppliers and other persons within a party’s control.
(y) Term means the period within which the Membership status is current.
(z) Website means the Website located at www.playmatters.org.au
(aa) “You” means you if You become a Member or apply to Play Matters Australia to become a Member, and also includes the entity on behalf of which You apply for Membership.
In this agreement unless the context otherwise requires:
i) words importing any gender include every gender;
ii) words importing the singular number include the plural number and vice versa;
iii) words importing persons include firms, companies and corporations and vice versa;
iv) references to numbered clauses, paragraphs and schedules are references to the relevant clause or paragraph in or schedule to this agreement;
v) reference in any schedule to this agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;
vi) any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
vii) the headings to the clauses and schedules of this agreement are not to affect the interpretation;
viii) any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment; and
ix) the word “including” (and related forms including “includes”) means “including without limitation”.
3 THIS AGREEMENT
3.1.1 For new Members, this Agreement commences on our acceptance of Your application for Membership.
3.1.2 For current Members, this Agreement commences on the date that it is signed.
3.2.1 This Agreement remains current for the Term of the Membership, until the Membership is ceased.
3.3.1 Renewal of Membership is governed by Clause 23-24 of the Playgroup Queensland Ltd Constitution (
3.3.2 If a Member pays their Annual Subscription fee pursuant to Clause 24 of the Playgroup Constitution but fails to provide acceptance of this agreement at the time of payment, then any benefits under this Agreement shall be suspended. For the avoidance of doubt, if the benefits of this agreement are suspended then no obligations particularised in this Agreement shall be enlivened in respect of this Member.
3.4 This agreement must be interpreted so as not to abrogate any existing membership rights under the Playgroup Queensland Ltd Constitution
3.5 If Your Membership is terminated this Agreement will automatically terminate.
4 AGREEMENT BENEFITS AND OBLIGATIONS
4.1 Agreement for Members to Receive Benefits
4.1.1 This Agreement provides the Member with a number of benefits that promote, permit and facilitate their delivery of Play Experiences in the manner set out under this Agreement.
4.1.2 These benefits are contingent on the Members’ adherence to the terms and conditions as contained in this Agreement.
4.1.3 This Agreement is entered into with Ordinary Members, Organisational Members or Affiliate Members under the Playgroup Queensland Ltd Constitution
4.1.4 Play Matters Australia provides insurance, as specified, and pursuant upon members following obligations outlined in section 4.4 of this agreement.
4.2 Agreement Benefits
4.2.1 If You are a Member who enters into this Agreement:
a You may use of the Play Matters Australia “Licenced Member” logo and signage and brand images in accordance with Clause 7;
b You may create a Listing on the Find a Play Experience Directory in accordance with Clause 8; and,
c You may use Play Matters Australia intellectual Property in accordance with Clause 9.
4.3 General Obligations
4.3.1 As a Member, You will:
a act in good faith at all times in Your dealings with Us and other Members;
b cooperate with Play Matters Australia as Play Matters Australia reasonably requires;
c provide the information and documentation that Play Matters Australia reasonably requires; and,
d ensure that any staff or agents of the member cooperate with and assist Play Matters Australia.
4.3.2 As a Member, You must:
a not do anything to damage the good name and reputation of Play Matters Australia;
b comply with the provisions of this Agreement and any other agreement between You and Play Matters Australia; and
c comply with any policies and codes of conduct that are distributed by Play Matters Australia or published by Play Matters Australia on the Website from time to time (to the extent they are applicable to You).
It is Your responsibility as a Member of Play Matters Australia to check the Website regularly to ensure that You are familiar with the policies and codes of conduct published on either of them.
4.3.3 Neither Membership nor the benefits of this Agreement grant You any right to represent Play Matters Australia. You may not purport to bind Play Matters Australia to any obligation or represent to any person that You are a representative of Play Matters Australia without Our prior written consent.
4.3.4 You consent to Play Matters Australia listing your playgroup or play experience on on the Websites and to otherwise referring to your playgroup or play experience in any other manner;
4.4 Insurance Obligations
4.4.1 All registered Ordinary Members of Play Matters Australia
a will be covered by the organisation’s Public Liability Insurance policy. This policy is to the liable value of $20,000,000.00.
b are to obliged by the organisation’s prescribed approved service delivery, as noted in 4.4.3, and not act within any scope that would support an event, whereby the organisation’s Public Liability insurance would not compensate for. Play Matters Australia will seek damages by the responsible person, should such an incident occur.
c must comply with the requirements of the organisation when a reportable instance or incident occurs.
4.4.2 All registered Organisational Members of Play Matters Australia
a must maintain and supply currency documents for Public Liability Insurance, to a minimum value of $10,000,000.00, should the Organisational Member not deliver an approved service program, as noted in 4.4.3.
b Should a Play Matters Australia Ordinary Member incur damages during the Organisational Members’ non-approved service delivery per 4.4.3, the Organisational Member, and their insurance, will be liable.
c Should a Play Matters Australia Organisational Member hold current Public Liability Insurance coverage, the Organisational Member’s initiated insurance coverage must be enacted prior to Play Matters Australia’s insurance policy.
d Will be covered by the organisation’s Public Liability Insurance policy, should the Organisational Member be delivering an approved service delivery, as noted in 4.4.3.
4.4.3 Play Matters Australia Approved Service Delivery
a The below listing is an approved outline of approved programs by Play Matters Australia, that will provide noted insurance coverage to Organisational Members, as per 4.4.2(a)
1) Community Playgroups
2) School-Based Playgroups
3) Intergenerational Playgroups
4) Facilitated play experiences (including therapeutic and disability support groups)
5) Baby Playgroups
6) Supported Playgroups
7) Mothers Groups
Should an Organisational Member seek to have it’s service delivery reviewed by Play Matters Australia’s insurer, details of service delivery must be emailed to the organisation.
b All Play Matters Australia Ordinary Members and Organisational Members must comply with the organisation’s Insurance requirements, to maintain their membership’s insurance status, and potentially it’s membership status with the organisation.
c “Hazardous Activities” which do not hold insurance coverage are:
1) Trailer/Tractor Rides
2) Horses or Pony Rides
3) Equestrian or Live Animal Events
4) Motor Bike Rides and Quad Bike Riding
5) Jumping Castles, and other inflatable objects
6) Rock or other Climbing Walls
7) Rope Courses
8) Swimming other than excursions to commercially operated swimming pools
10) Martial Arts
11) Contact Sports
12) Activities at Adventure Parks
13) Other Activities that could be considered as “Adventurous Activities” must be consulted and approved by Play Matters Australia.
d Members are required to complete an Event Questionnaire if they wish to have the insurer consider the acceptance of a specific Playgroup event involving Play Equipment, Amusement Rides or Hazardous Activities.
e Extra care must be taken by Playgroups who intend on hiring any Play Equipment, Amusement Rides or undertake Hazardous Activities at their activities.
4.4.4 Play Matters Australia holds valid and appropriate liable cover for Worker’s Compensation, providing coverage to Play Matters Australia volunteers in accordance with the Work Health and Safety Act 2011.
4.5 Child Protection Obligations
4.5.1 No provision of this agreement shall be construed as Play Matters Australia providing any level of care, supervision, control or authority over children in the delivery of member activities.
4.5.2 Notwithstanding, this agreement obligates Members to ensure that Playgroup and Play Experience sessions are delivered in accordance with relevant Child Protection laws and regulations and convey this compliance with Play Matters Australia.
4.5.3 Ordinary Members will ensure that the following details are provided to Play Matters Australia and remain current:
a Names, dates of birth, addresses and blue card details for all personnel involved in delivery of Playgroup Play Sessions;
b Times, dates and venue locations for delivery of all Playgroup Play Sessions under the registration of the Member; and,
c Any reportable incident.
4.5.4 Organisational Members will ensure that the following details are provided to Play Matters Australia and remain current:
a Nominated Supervisor details for the delivery of all Playgroup and Play Experience Sessions.
b Names, dates of birth, addresses and blue card details for all personnel involved in delivery of Playgroup and Play Experience Sessions;
c Times, dates and venue locations for delivery of all Playgroup and Play Experience Sessions under the registration of the Member; and,
d If subject to regulation by the Education and Care Services National Law (Queensland) Act 2011 (“National Law”), then details of the Provider Approval and Service Approval for the Organisational Member.
4.5.5 All Members must comply at their own cost and expense with all acts, ordinances, rules, regulations, other delegated legislation, codes and the requirements of any Commonwealth, state and local government departments, bodies, and public authorities or other authority that may apply in relation to delivery of Playgroup and Play Experience Sessions, including if applicable:
a the National Law; and
b the Working with Children (Risk Management and Screening) Act 2001 (Qld); and
c any other relevant legal regime in relation to child safety.
4.5.6 You must immediately notify us if any event occurs that may affect your ability to deliver a Playgroup Program.
4.6 Reporting Obligations
4.6.1 Members shall ensure the following information is collected and provided to Playgroup for each Playgroup and Play Experience Session conducted:
a Times, dates, venue locations, Supervisor, Personnel, Participants and Program for each Playgroup Play Session;
b Any reportable incidents outlined in this Agreement;
c Name, Date of Birth and Guardian contact details for each Participant; and,
d Consents to Participate and Privacy Consents for each Participant.
4.7 Nature of the Relationship
4.7.1 Nothing contained in this Agreement must be deemed to constitute partnership between the parties and nothing contained in this Agreement must deem either party to be the agent of the other party and the Member must not hold itself out as, engage in any conduct or make any representation which may suggest to any person that the Member is for any purposes, the agent of Play Matters Australia.
4.7.2 Nothing contained in this Agreement must be deemed to constitute an employment relationship between Play Matters Australia and the Member.
4.7.3 No provision of this agreement shall be construed as providing an “Association” between Play Matters Australia and the Member in the manner contemplated by Part 2A of the Civil Liability Act 2003 (Qld).
5 ANNUAL SUBSCRIPTION FEES
5.1 Payment of Annual Subscription fees
5.1.1 Payment of Annual Subscription fees are provided for under Clauses 23 -25 of the Playgroup Constitution (trading as Play Matters Australia).
5.1.2 Annual Subscription fees in respect of Membership under the Playgroup Queensland Ltd Constitution (trading as Play Matters Australia) will be set out from time to time by Play Matters Australia.
6.1 All material on the Website is copyright © 2015 Playgroup Queensland Ltd (trading as Play Matters Australia).
6.2 Use of information gathered
6.2.1 We and any people or legal entities authorised by us may gather and process the personal information provided by you in the course of:
a which you may provide when accessing the Website, such as your name, address, e-mail address and other personal information about you; and
b regarding the way in which you use the Website including, without limitation, information acquired through the use of “cookies” delivered to your computer when you access our Website.
6.2.2 We may authorise others to offer you goods and services using the information acquired, as described in clauses under this section.
6.3 General Prohibitions
6.3.1 Except for the limited use set out in this Agreement you may not use the Website, or the material contained on it, for any purpose. This involves:
a the reproduction of the material in any material form;
b the distribution of the material in any material form;
c re-transmission of the material by any medium of communication;
d uploading or reposting the material to any other site on the Internet; and
e “framing” the material on the Website with other material on any other website.
6.3.2 The above are unlawful in any jurisdiction and are specifically prohibited by this Agreement.
a Despite the above restrictions on use of the material on the Website, you may download material from the Website for your personal non-commercial use provided you do not remove any copyright and trademark notices contained on the material.
b You may not modify or copy:
i the layout, design and features of the Website; or
ii any computer software and code contained in the Website.
c We reserve all intellectual property rights, including, but not limited to, copyright in material or services provided by it. The material provided on the Website is provided for personal use only and may not be:
i re-sold or re-distributed in any material form;
ii stored in any storage media; or
iii re-transmitted in any media;
without our prior written consent.
6.4 Content and Security
6.4.1 This Website contains links to external sites on the Internet owned and operated by third parties and which are not under our control, including but not limited to links that are contained in the Find a Play Experience Directory,
6.4.2 In relation to the other sites on the Internet, which are linked to the Website, we:
a provide the links to other sites as a convenience to you and the existence of a link to other sites does not imply any endorsement by us of the contents of the linked site;
b is not responsible for the material contained on those linked sites; and
c does not constitute endorsement or approval of the fitness of any other organisation or association to provide services under Queensland or Commonwealth law.
6.4.3 We make the Website available for others to publish information (including Directory Listings) without assuming a duty of care to users. We are not in the business of providing professional advice and give no warranty, guarantee or representation about the accuracy, reliability or timeliness or otherwise, of the information contained on the Website or linked sites on the Internet.
6.4.4 To the full extent permitted by law we disclaim any and all warranties, express or implied, regarding:
a the accuracy, reliability, timeliness or otherwise of any information contained or referred to on the Website or of any linked sites;
b the fitness, licence, appropriateness and/or safety of any business, association or organisation that holds a Listing on the Website to deliver childcare or education services; and,
c merchantability or fitness for any particular purpose for any service or product contained or referred to on the Website or on any linked sites.
6.4.5 We will not be liable under any circumstances for any loss of profits, harm or any damages of any kind recognised by law (even if advised of the possibility of such loss of profits or damages) which are the consequence of you:
a acting, or failing to act, on any information contained on or referred to on the Website or any of the linked websites; and
b using or acquiring, or your inability to use or acquire, any service or product contained or referred to on the Website or any linked sites.
6.4.6 We do not warrant, guarantee or make any representation that:
a the Website, or the server that makes the site available on the Internet are free of software viruses;
b the functions contained in any software contained on the Website will operate uninterrupted or are error-free; and,
c errors and defects in the Website will be corrected.
6.4.7 We are not liable to you for:
a errors or omissions in the Website (including the Find a Playgroup Experience Directory or linked sites on the Internet;
b delays to, interruptions of or cessation of the services provided in the Website, or linked sites; and
c defamatory, offensive or illegal conduct of any user of the Website,
whether caused through our negligence or the negligence of our employees, independent contractors or agents, or through any other cause.
6.4.8 You agree to accept the full cost of any necessary repair, correction and maintenance of any of your computer software or hardware, which may be necessary as a consequence of you accessing the Website.
7 FIND A PLAY EXPERIENCE DIRECTORY
7.1 Play Matters Australia publishes a Directory of Listings on which Members may create a Listing to advertise a Playgroup or Play experience Session (the “Find a Play Experience Directory”).
7.2 The terms of creation and maintenance of such a Listing on the Directory Service are subject to this Agreement.
7.2.2 Uploading material or information onto the Find a Play Experience Directory is conditional on your acceptance of this Agreement.
7.3 Eligibility to Publish a Listing
7.3.1 To be eligible for a Directory Listing you must:
a Hold a current Membership with Play Matters Australia; and,
b Be a party to this Agreement.
7.3.2 We may decline to publish a Listing for any reason.
7.4 Obligations in relation to Listings
7.4.1 You must ensure that the Listing is accurate and edit or correct any errors in a Listing that has been published. The Member assumes an ongoing obligation to ensure that their Listing remains accurate.
7.4.2 You may not sell, assign or otherwise transfer a Listing.
7.5 Cancellation or Suspension of Account
7.5.1 We may, at any time:
a Suspend your Listing;
b Cancel your Listing, and/or,
c Edit your Listing Details
without prior notice to you.
7.5.2 If Play Matters Australia suspends or cancels a listing it will provide notice to you within seven (7) days.
7.6 Our Rights To Use Your Content
7.6.1 In this Agreement, "your content" means all works and materials (including without limitation text, graphics, Images, audio material, video material, audio-visual material, and files) that you submit to us or our website for storage or publication on, processing by, or transmission via, the Directory.
7.6.2 You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to reproduce, store and, with your specific consent, publish your content on and in relation to this Directory.
7.6.3 You waive all your moral rights in your content to the maximum extent permitted by applicable law; and you warrant and represent that all other moral rights in your content have been waived to the maximum extent permitted by applicable law.
7.6.4 You may edit your content to the extent permitted using the editing functionality made available on our website.
7.6.5 Without prejudice to our other rights under these terms and conditions, if you breach any provision of these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may delete, unpublish or edit any or all of your content.
7.7 Uploading information
7.7.1 You represent and warrant in relation to any material or information you provide to the Website that:
a you are authorised to provide the material or information;
b the material or information is not defamatory or a malicious falsehood in relation to any product, service, person or corporation;
c the material or information is not the “passing off” of any product or service and does not constitute unfair competition or infringe the rights of any person or corporation;
d the material or information does not infringe any intellectual property right including, but not limited to, trade marks, service marks or business names (whether registered or unregistered), confidential information and copyright; and
e the material or information does not infringe any legislation or regulations of the Commonwealth of Australia and the State of Queensland including, but not limited to, the Competition and Consumer Act 2010 (Cth) and the Australian Consumer Law (ACL) and any other parliament competent to legislate in relation to the Website or any law in any country where the material or information is or will be available electronically to users of this Website.
7.8 Licensing Play Matters Australia to use intellectual property
7.8.1 By uploading any material that is protected by intellectual property rights including, but not limited to, copyrighted works and material other than works, trademarks and service marks (Intellectual Property) on to the Website, you are granting us a perpetual, non-exclusive and payment-free licence throughout the world to:
a reproduce, use and exploit the Intellectual Property, as part of the Website, to the full extent permitted by Intellectual Property law in any jurisdiction in which the Website is available to users; and
b allow us to sub-licence others the same rights granted to us in clause 2.2(a) above.
7.9 Removal of information
7.9.1 In relation to any material or information included on the Website, we may remove any material or information, including but not limited to links to other sites on the Internet, at any time without giving any explanation or justification for removing the material or information.
7.10 Limit of liability
7.10.1 We and our respective officers, employees and agents have no liability for any costs, losses or damages of any kind, which you may incur, arising whether directly or indirectly. This applies:
a in relation to or in connection with any material or information supplied in respect of advertising on this Website; and
b as a consequence of removing any material or information from this Website.
7.11 Use of personal information gathered
7.11.1 We and any people or legal entities authorised by us may gather and process the personal information:
a which you may provide when accessing the Website, such as your name, address, e-mail address and other personal information about you; and
b regarding the way in which you use the Website including, without limitation, information acquired through the use of “cookies” delivered to your computer when you access our Website.
7.11.2 We may authorise others to offer you goods and services using the information acquired.
7.11.3 We will comply with the Australian Privacy legislation in respect to our collection, storage and use of your personal information.
8 USE OF LOGO AND BRAND IMAGES
8.1 Intellectual property rights
8.1.1 All logos, icons, brand names or service names that identifying Play Matters Australia are our copyright property or our trade marks or service marks.
8.2 If You are a Member who is a party to this Agreement:
8.2.1 Play Matters Australia grants You a non-exclusive, non-transferable licence to reproduce the Play Matters Australia “licenced member” logo on Your advertising material, building and websites, adjacent to a conspicuous message stating that you are a member of Play Matters Australia
8.3 You must not use the Play Matters Australia logo in any manner that;
8.3.1 Promotes any political message or candidate;
8.3.2 Promotes any message inconsistent with Play Matters Australia values;
8.3.3 Presented in a manner that suggests endorsement by Play Matters Australia; and/or,
8.3.4 Suggests that any entity other that the entity registered as a member under this Agreement is a member of Play Matters Australia
8.4 All other photos, images, trademarks or service marks on the Website unrelated to Play Matters Australia are the property of their respective owners. You must obtain written permission before reusing any copyrighted material that is published on the Website, including images Any unauthorized use of the materials appearing on this Website may violate copyright, trademark and other property rights or legal protections and could result in criminal or civil penalties
8.4.1 To avoid doubt, use of our logos, icons, brand names or service names by a third party may not be inferred from these Terms but may only be permitted under a specific Intellectual Property Licence executed by Play Matters Australia as the licensor.
9 USE OF PLAY MATTERS AUSTRALIA INTELLECTUAL PROPERTY
9.1. Section Specific Interpretation
In this section:
9.1.1 a reference to a statute or a section of a statute includes all amendments to that statute or section passed in substitution for the statute or section referred to and incorporating any of its provisions;
9.1.2 "related body corporate" has the meaning defined in the Corporations Act 2001 (Cth);
9.1.3 a provision must not be interpreted adversely to a party only because that party was responsible for preparing it;
9.1.4 headings are for convenience only and do not affect interpretation;
9.1.5 references to a person or words denoting a person includes a company, statutory corporation, partnership, joint venture and association, and includes that person's legal personal representatives, executors, administrators, successors and permitted assigns;
9.1.6 every obligation entered into by two or more parties binds them jointly and each of them severally;
9.1.7 where any word or phrase is defined, any other grammatical form of that word or phrase will have a corresponding meaning;
9.1.8 "includes", "including" and similar expressions are not words of limitation;
9.1.9 all monetary amounts are in Australian dollars; and
9.1.10 reference to any agreement or other document annexed to or referred to in this agreement includes:
i any amendments to the agreement; and
ii any documents in addition to or in substitution for the agreement which has been approved in writing by the parties to this agreement.
9.2.1 Play Matters Australia grants to the Member a non-exclusive licence without the right to grant sub-licences to use the Intellectual Property to deliver Playgroup and Play Experience Programs within Australia.
9.2.2 Play Matters Australia shall at its discretion provide the Member the Playgroup and Play Experience Programs Intellectual Property Material in accordance with its Membership level.
9.2.3 Play Matters Australia reserves the right to vary the Intellectual Property available to the Member and to vary the Membership tiers at its sole discretion.
9.3 Advertising and Use of Intellectual Property
9.3.1 The Member must not:
a use the Intellectual Property to use or market the Playgroup and Play Experiences Programs in any location other than Australia.
b use the Intellectual Property for any purpose other than that permitted by Play Matters Australia.
9.3.2 Play Matters Australia may grant or allow any other person to use and market the Programs in Australia. For the avoidance of doubt, Membership does not provide any exclusive rights in relation to the Intellectual Property.
During the Term, the Member must comply, within a reasonable time, with all directions issued by Play Matters Australia regarding the manner of use of the Intellectual Property in accordance with this agreement.
9.5.1 The Member must maintain accurate records on the Play Matters Australia website portal for the delivery of the Play Matters play experiences as required in Clause 3 above.
9.5.2 Failing to record a relevant playgroup session may result in a suspension of Membership status.
9.5.3 Are encouraged to keep attendance records of children and families participating in groups.
9.6.1 If the Member learns of:
a any infringement or threatened infringement of the Intellectual Property rights licensed under this Agreement; or
b any common law passing-off which may cause deception or confusion to the public by a third party,
c the Member must immediately notify Playgroup in writing giving particulars of the infringement.
9.7.1 The Member must not assign all or any of its rights given to it under this Agreement without the prior written consent of the Play Matters Australia, which consent the Play Matters Australia may grant or not in its absolute discretion.
9.8.1 The Member must do all things necessary to ensure that the Intellectual Property remains confidential.
9.9 Play Matters Australia’s Warranties
9.9.1 The Play Matters Australia warrants that the use of any or all of the Intellectual Property according to the terms and conditions of this Agreement will not result in the infringements of proprietary rights of third parties.
10 SUSPENSION OF THIS AGREEMENT
10.1 Grounds for Suspension
10.1.1 Play Matters Australia may suspend this agreement in any of the following circumstances:
a upon the happening of any of the following insolvency events:
i a receiver, receiver and manager, administrator, liquidator or similar officer is appointed to the Member or any of its assets;
ii the Member enters into, or resolves to enter into, a scheme of arrangement, compromise or composition with any class of creditors;
iii a resolution is passed or an application to a court is taken for the winding up, dissolution, official management or administration of Member Licensee;
iv anything having a substantially similar effect to any of the events specified above happens under the law of any applicable jurisdiction;
b upon receipt by Play Matters Australia of any information that supports the following:
i That there is a situation of risk to any individual participating in a Playgroup and Play Experience Session;
ii The Member no longer holds adequate insurance;
iii That an ordinary member or the employee, contractor or agent of an organisational member is currently under investigation or has been charged in relation to a criminal offence;
iv Notice of the cancellation of a working with children check by any continuing staff or volunteer of an Organisational Mamber or the Individual Member themself,
v That the brand of Play Matters Australia may be brought into disrepute through the actions of a member;
vi That the brand of Play Matters Australia is being utilised in a manner that endorses an association or organisation whose values do not align with the playgroup values
vii For any other just reason.
10.1.2 Play Matters Australia may suspend this agreement without notice of the suspension. Play Matters Australia must provide written notice to the member within seven (7) days of any action to suspend this agreement.
10.1.3 Play Matters Australia may request further information before lifting the suspension.
a The Member may request an internal review of the decision to suspend this agreement.
10.1.5 For the avoidance of doubt, Clause 36 of the Playgroup Queensland Ltd Constitution permits a member to cease their membership by resignation.
10.1.6 For the avoidance of doubt, Clause 29 of the Playgroup Queensland Ltd Constitution (trading as Play Matters Australia) is comprehensive in relation to the power of the Directors to censure, fine, suspend or remove a Member.
10.2 Should this Agreement be suspended or should the Membership be ceased:
10.2.1 All benefits under this Agreement shall be revoked, including,
a Suspension of the Listing under Clause 7.3 on the Play Matters Australia Directory Service;
b Revocation of the grant of a Licence under Clause 9.2 to use Play Matters Australia Intellectual Property; and,
c Revocation of the grant of a Licence under Clause 10 use Play Matters Australia Brand and Logo Images;
10.2.2 the Member must deliver to the Play Matters Australia all documents and other materials (including all copies) in its possession relating to the Intellectual Property and do such further things as may be reasonably required by Play Matters Australia to protect its right, title and interest in the Intellectual Property.
10.2.3 The Member must delete, destroy or otherwise dispose of any Intellectual Property Member obtained in the course of being a Party to this Agreement.
10.3.1 We are not liable for any loss, damage or expense, including loss of profits or economic loss sustained by You, in any way arising out of the termination of this Agreement and/or Your Membership.
11.1.1 A notice or other communication under the terms and conditions of this Agreement shall be in writing, sent by hand delivery, post or email.
11.1.2 Any notice issued by hand shall be deemed delivered upon delivery.
11.1.3 Any notice issued by post shall be deemed delivered 3 Business Days after posting if posted domestically, or 10 Business Days after posting if posted internationally.
11.1.4 Any notice issued via email shall be deemed to be delivered upon the email being sent, provided that if an email is sent out of Business Hours, it shall be deemed to be delivered at 9am on the next Business Day.
12.1 Other rights
All rights not expressly granted to Us in this Agreement are expressly reserved.
12.2 Alteration of this Agreement
12.2.1 We reserve the right to change this Agreement:
a with or without further notice to you; and
b without giving you any explanation or justification for such change.
12.3.1 You may not assign, transfer, license or novate Your rights or obligations under the terms and conditions of this Agreement without Our prior written consent. We may assign, transfer, license or novate Our rights or obligations under the terms and conditions of this Agreement at any time. We may sub-contract the performance of any of Our obligations under the terms and conditions of this Agreement as We see fit.
12.4.1 The Member must promptly advise Play Matters Australia in writing of any actions, suits, claims, demands, proceedings, losses, damages, compensation, sums of money, costs, charges and expenses which may be brought or claimed against the Member or Play Matters Australia or in respect of which the Member or Play Matters Australia may become liable arising out of the promotion, sale, supply or use of the Programs by the Member, its employees, contractors, volunteers or agents.
12.4.2 The Member indemnifies Play Matters Australia against any actions, suits, claims, demands, proceedings, losses, damages, compensation, sums of money, costs (including solicitor and client costs), charges and expenses arising out of the promotion, supply or other use of the Programs by the Member, its employees, contractors, volunteers or agents. The defence of any litigation to which this clause applies is to be under the control of the Member, its solicitors and counsel, and all legal costs and expenses of any such litigation is borne by the Member. Play Matters Australia, its solicitors and counsel may participate in such litigation at the expense of Play Matters Australia.
12.4.3 Particularly, the Member indemnifies Play Matters Australia against any actions, suits, claims, demands, proceedings, losses, damages, compensation, sums of money, costs (including solicitor and client costs), charges and expenses arising under Part 2A of the Civil Liability Act 2003.
12.5 No Obligation
12.5.1 Nor provision under this Agreement shall be construed as creating any obligation for Play Matters Australia to do any thing, or perform any action adverse to their interests.
12.6 Relevant jurisdiction
12.6.1 If any part of this Agreement is found to be void, unlawful, or unenforceable then that part will be deemed to be severable from the balance of this Agreement and the severed part will not affect the validity and enforceability of any remaining provisions.
12.6.2 This Agreement shall be governed by and interpreted in accordance with the law of the Queensland of Australia, without giving effect to any principles of conflicts of laws.
12.6.3 You agree to the exclusive jurisdiction of the courts of the Queensland of Australia to determine any dispute arising out of this Agreement.
12.7 Entire agreement
This Agreement sets out the entire agreement between the parties and it replaces all previous communications, representations, inducements, undertakings, agreements and arrangements between the parties in respect of its subject matter and this Agreement may not be modified by You except by written agreement signed by each party..
12.8 No waiver
Failure to exercise, or any delay in exercising, any right, power or remedy by a party does not operate as a waiver. A single or partial exercise of any right, power or remedy does not preclude any further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.
If a clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in this Agreement.
Feedback & Complaints
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