SANCTUM PROMOTIONS - TERMS & CONDITIONS

TERMS & CONDITIONS OF ENTRY

1. Information on how to enter and prize details form part of these terms & conditions (Terms of entry). The Terms must be read in conjunction with the Schedule. The Schedule defines the terminology used in these Terms of entry. Where there is any inconsistency between these Terms and the Schedule, the Schedule prevails.  Participation in this Promotion is deemed acceptance of these Terms of entry.
2. Entry is open only to legal residents of the Eligible States/Territories who satisfy the Method of entry. Directors, officers, management, employees, suppliers (including prize suppliers) and contractors (and the immediate families of directors, officers, management, employees, suppliers  and contractors) of the Promoter and of its related bodies corporate, and of the agencies and companies associated with this Promotion, including the competition permit providers TPAL (Trade Promotions and Lotteries Pty Ltd) are ineligible to enter. Immediate family means any of the following: spouse, ex-spouse, child or step-child (whether natural or by adoption), parent, step-parent, grandparent, step-grandparent, uncle, aunt, niece, nephew, brother, sister, step-brother, step-sister or first cousin.
3. The Promotion will be conducted during the Promotion period.
4. The time zone applicable to any time stated, relates to the state or territory where the Promoter is located, unless expressly stated to the contrary.
5. The Prize/s are specified in the Details of prizes section of the Schedule.
6. The total prize pool is specified in the Total prize value section of the Schedule.
7. Any prize is valued in Australian dollars unless expressly stated to the contrary.
8. All vouchers are valid until the expiry date stated on the voucher or by the provider of the voucher.
9. Entrants agree to comply with any conditions which accompany the Voucher.
10. Neither the Promoter nor the voucher provider is liable for any voucher that has been stolen, forged, lost, damaged or tampered with in any way.
11. Entrants are advised that tax implications may arise from their prize winnings and they should seek independent financial advice prior to acceptance of their prize(s). The Promoter accepts no responsibility for any tax implications that may arise from accepting a prize. Entrants are responsible for any and all expenses that they incur in entering the competition and they will not be reimbursed regardless of whether or not they win the competition.
12. The entrants must follow the Method of entry during the Promotion period to enter the Promotion. Failure to do so will result in an invalid entry. The Promoter will not advise an Entrant if their entry is deemed invalid.
13. The time of entry will be deemed to be the time the entry is received by the Promoter.
14. Entrants may submit up to the Maximum number of entries (if applicable).
15. The Promoter accepts no responsibility for any late, lost, delayed, incomplete, incorrectly submitted, corrupted, illegible or misdirected entries, claims or correspondence whether due to omission, error, alteration, tampering, deletion, theft, destruction, disruption to any communication network or medium, or otherwise including those entries not received by the Promoter for any reason.  The Promoter is not liable for any consequences of user error including (without limitation) costs incurred. No correspondence will be entered into.
16. The prize(s) will be awarded to the valid entrant(s) drawn randomly in accordance with the Prize draw details. If a draw is scheduled on a public holiday, the promoter may choose to instead hold the draw on the first business day after the relevant public holiday. The Promoter may draw additional reserve entries (and record them in order). In the event of an invalid entry or an ineligible entrant, or if the entrant is ineligible to accept the prize, the prize will be awarded to the first reserve entry drawn. If the prize can’t be awarded to the entrant drawn, the promoter will then continue this process until the prize is awarded.
17. The winner does not need to be present at the draw unless expressly stated to the contrary.
18. The winner(s) will be notified in accordance with the Notification of winners and Notification of unclaimed prize winners (if applicable) sections of the Schedule. Notification to winners will be deemed to have occurred on the later of the time the winner receives actual notification from the Promoter or two business days thereafter. The notification will include details about how the prize(s) can be claimed.
19. The Promoter takes no responsibility where it is unable to contact prize winners who have not provided correct or complete contact details. If an entrant’s contact details change during the promotional period, it is the entrant's responsibility to notify the Promoter. A request to modify any entry information should be directed to Promoter.
20. It is a condition of accepting any prize that the winner must comply with all the conditions of use of the prize and the prize supplier’s requirements. Each prize must be taken as stated and no compensation will be payable if a winner is unable to use the prize as stated.
21. The winner(s) first initial, last name and postcode will be published in accordance with the Public announcement of winners section of the Schedule (if applicable).
22. If the prize(s) has not been claimed by the Unclaimed prize draw time and date and subject to any written directions from a State lottery agency, the Promoter may conduct an Unclaimed prize draw in accordance with the Unclaimed prize draw section of the Schedule (if applicable).  In the event the Unclaimed prize draw takes place, the Promoter will attempt to contact the winner(s) of the Unclaimed prize draw in accordance with the Notification of unclaimed prize draw section of the Schedule, and if applicable, the first initial, last name and postcode of residency of any winner(s) of the Unclaimed prize draw will be published in accordance with the section of the Schedule entitled Public announcement of winners from unclaimed prize draw. If a prize is no longer available the promoter may substitute with a prize of higher or equal value subject to any written directions from a regulatory authority.  The promoter is not allowed to deduct any administrative costs associated with provision of the prize.
23. To the greatest extent permitted by law, the Promoter excludes all warranties, representations or guarantees (Warranties) regarding the Promotion and any prizes, including any Warranties which may have been made in the course of advertising or promoting the Promotion. The conduct of the Promotion or the supply of prizes may involve third parties, and the Promoter makes no Warranties and disclaims all liability in connection with any such third parties, their acts or omissions. By entering the Promotion, an entrant releases and indemnifies the Promoter and its related bodies corporate (including the officers, employees and agents of each) from and against all actions, penalties, liabilities, claims or demands the entrant may have against the Promoter or that the Promoter may incur for any loss or damage which is or may be suffered or sustained as a direct or indirect result of an entrant entering or participating in the Promotion or winning or failing to win a prize, or using or permitting any other person to use the prize, except for any liability which cannot be excluded by law or which would cause any part of this clause to be void or unenforceable.
24. If despite the foregoing clause, the Promoter incurs a liability to an entrant under any law which implies a Warranty into these Terms of entry which cannot legally be excluded, the Promoter’s liability in respect of the Promotion is limited, in the Promoter’s discretion, to either resupplying such goods or services as form part of the Promotion, or paying the cost of resupplying those goods or services.
25. Without limiting any of the foregoing, in no circumstances will an entrant or the Promoter have any liability to the other for any loss or damage suffered which is indirect or consequential in nature, including without limitation any loss of profit, loss of reputation, loss of goodwill, or loss of business opportunity.
26. The Promoter and its associated agencies and companies will not be liable for any delay, damage, or loss in transit of prizes.
27. The Promoter may in its absolute discretion not accept a particular entry, may disqualify an entry, or cancel the entire Promotion at any time without giving reasons and without liability to any entrants, subject to any written directions from a regulatory authority. Without limiting this the Promoter reserves the right to verify the validity of entries, prize claims and entrants and to disqualify any entrant who submits an entry or prize claim that is misleading or not in accordance with these Terms of entry or who manipulates or tampers with the entry process. In the event that a winner breaches these Terms of entry, the winner will forfeit the prize in whole and no substitute will be offered. Verification is at the discretion of the Promoter, whose decision is final. Failure by the Promoter to enforce any of its rights at any stage does not constitute a waiver of those rights.
28. Prizes, or any unused portion of a prize, are not transferable or exchangeable and cannot be taken as cash. Where a prize is unavailable for any reason, the Promoter may substitute the prize for another item of equal or higher value subject to any written directions from a regulatory authority. The Promoter accepts no responsibility for any variation in prize value (including between advertising of the Promotion and receipt of the prize).
29. In the case of the intervention of any outside act, agent or event which prevents or significantly hinders the Promoter’s ability (or that of a third party involved with the Promotion) to proceed with the Promotion on the dates and in the manner described in these Terms of entry, including but not limited to vandalism, natural disasters, acts of God, civil unrest, strike, war, act of terrorism, the Promoter’s obligations in respect of the Promotion will be suspended for the duration of the event and, in addition, the Promoter may in its absolute discretion cancel the promotion and recommence it from the start on the same conditions, subject to approval of the relevant authorities.
30. All entries become the property of the Promoter. As a condition of entering into this Promotion, entrants agree to assign all their rights in and to their entry and any related content to the Promoter, including any copyright or other intellectual property rights in the entry and related content. Without limiting this, the Promoter may use entry content for any and all purposes including commercial purposes. You warrant that entry content is original, lawful and not misleading and that the Promoter’s use of such content will not infringe the rights of any third parties. The Promoter has no obligation to credit you as the author of any content submitted and may otherwise do any acts or omissions which would otherwise constitute an infringement of any moral rights you may have as an author of content.
31. Entrants consent to the Promoter using the personal information provided in connection with this promotion for the purposes of facilitating the conduct of the promotion and awarding any prizes, including to third parties involved in the promotion and any relevant authorities. In addition to any use that may be outlined in the Promoter’s Privacy Policy, the Promoter including third parties may, for an indefinite period, unless otherwise advised, use the private information for promotional, marketing, publicity, research and profiling purposes, including sending electronic messages or telephoning the entrant.
32. The collection and disclosure of personal information provided in connection with this promotion will be handled in accordance with the Promoter's Privacy statement which adheres to the Privacy Act 1988 (cth) and Australian Privacy Principles.
33. The Promotion and these Terms of entry will be governed by the law of the State or Territory in which the Promoter ordinarily resides. Entrants accept the non-exclusive jurisdiction of courts and tribunals of that State or Territory in connection with disputes concerning the Promotion.
34. Facebook, YouTube, Instagram, TikTok, or Snapchat may be used to advertise or promote the Promotion. By entering the Promotion, entrants agree that the Promotion is in no way sponsored, endorsed or administered by, or associated with Facebook, YouTube, Instagram, TikTok or Snapchat; and to release Facebook, YouTube, Instagram, TikTok, or Snapchat from all liability in relation to this Promotion. Any questions, comments or complaints regarding the Promotion should be directed to the Promoter and not Facebook, YouTube, Instagram, TikTok, or Snapchat.

This document sets out the terms and conditions that apply to a SANCTUM Membership provided by SANCTUM Group Pty Ltd (SANCTUM).

1. Dictionary

In these Terms and Conditions, the words below have the following meanings:

Application Form means the form specified by SANCTUM and completed by the Member when applying for a SANCTUM Membership.

Associate Nominee means, in respect of a Corporate Member, a person that has been nominated from time to time by the Corporate Member as an associate nominee of the Corporate Member.

Agreement means each Offer which is accepted by SANCTUM under clause 3.2.

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and any equivalent State or Territory legislation.

Business Day means any day except a Saturday, Sunday or public holiday in Melbourne, Victoria.

Confidential Information means all information and other content disclosed by the Disclosing Party to the Receiving Party and includes these Terms but excludes information that:

(a) is public knowledge or becomes available to the Receiving Party from a source other than the Disclosing Party (otherwise than as a result of a breach of confidentiality); or
(b) is rightfully known to, or in the possession or control of the Receiving Party and not subject to an obligation of confidentiality in accordance with the terms of the Agreement.

Consequential Loss means:

(a) any form of indirect, special or consequential loss, including loss of reputation, loss of profits, loss of actual or anticipated savings, loss of bargain and loss of opportunity; and
(b) any loss beyond the normal measure of damages.

Consumer has the meaning provided to it in section 3 of the Australian Consumer Law.

Consumer Guarantee means a guarantee provided under Division 1 of Part 3-2 of the Australian Consumer Law.

Corporate Member means a Member that is not an individual.

Default Rate means the interest rate which is fixed from time to time under section 2 of the Penalty Interest Rates Act 1983 (Vic).

Disclosing Party means a party who discloses its Confidential Information to the Receiving Party.

Dispute means a dispute, controversy or claim between any of the parties as to any matter arising out of or relating to the Agreement.

Due Date is defined in clause 11.4.

Event means any event, match or sporting contest or competition which the Member is entitled to attend as part of the SANCTUM Membership Benefits.

Force Majeure Event means any event arising from, or attributable to, acts, events, omissions or accidents which are beyond the reasonable control of a party including the postponement, rescheduling or cancellation of any Event.

Individual Member means a Member that is an individual.

Insolvency Event means, in relation to a body corporate, a liquidation or winding up or the appointment of a voluntary administrator, receiver, manager or similar insolvency administrator to that body corporate or any substantial part of its assets; in relation to an individual or partnership, the act of bankruptcy, or entering into a scheme or arrangement with creditors; in relation to a trust, the making of an application or order in any court for accounts to be taken in respect of the trust or for any property of the trust to be brought into court or administered by the court under its control; or the occurrence of any event that has substantially the same effect to any of the preceding events.

Loss means any loss, liability, cost, expense, damage, charge, penalty, outgoing or payment however arising, whether present, unascertained, immediate, future or contingent and includes direct loss and Consequential Loss.

Member means the person or entity who is named in the Application Form and who requested that SANCTUM provide them with a SANCTUM Membership.

Membership Fees means fees specified in the Application Form or as otherwise advised to the Member prior to the Member submitting their Application Form or as contemplated by clause 7.2.

Membership Term means the term of the SANCTUM Membership and the Agreement as specified in the Application Form.

Nominated Team means the sporting team nominated by the Member in the Application Form.

Offer has the meaning provided to it in clause 3.1.

PDH Goods or Services means goods or services which, for the purposes of the Australian Consumer Law, are of a kind ordinarily acquired for personal, domestic or household use or consumption.

Principal Nominee means, in respect of a Corporate Member, a person that has been nominated in the relevant Application Form by the Corporate Member as a principal nominee of the Corporate Member to use the SANCTUM Membership Benefits.

Receiving Party means a party who receives Confidential Information from or on behalf of the Disclosing Party.

SANCTUM means SANCTUM Group Pty Ltd (ABN 80 681 379 000).

SANCTUM HQ: means the private members club located at 192 Wellington Parade East Melbourne.

SANCTUM HQ Rules means the rules specified by SANCTUM in relation to the HQ as amended from time to time and which can be accessed sanctumclub.com.au

SANCTUM Membership Benefits means:

(a) the benefits specified in the Membership Brochure or other marketing material which may be made available to the Member subject to certain conditions.

(b) the right, subject to the HQ Rules, for the Member to access the SANCTUM HQ when the build it complete and has a permit to occupy and

(c) any other ancillary benefits or rights offered by SANCTUM to the Member from time to time, which may be made available subject to change, availability or certain conditions.

SANCTUM Membership means the right of the Member to receive the Membership Benefits in accordance with the Agreement.

Tax or Taxes means any tax, levy, duty, charge, impost, fee, deduction, compulsory loan or withholding (including fringe benefits tax, payroll tax and withholding tax) which is assessed, levied, imposed or collected by any government agency, and includes any interest, fine, penalty, charge, fee or any other amount imposed on or in respect of any of those amounts.

Terms means these Terms and Conditions.

2. Application

These Terms apply to and govern the supply and provision by SANCTUM of the SANCTUM Membership Benefits to the Member during the Membership Term.

3. Formation of Agreement

3.1 The Member acknowledges and agrees that by submitting an Application Form to SANCTUM the Member makes an offer to SANCTUM for SANCTUM to supply and provide the Member with the SANCTUM Membership and SANCTUM Membership Benefits on the terms of:

(a) these Terms.
(b) the Membership Guidelines
(c) the Application Form; and
(d) the SANCTUM HQ Rules,
(Offer).

3.2 A contract will be formed between SANCTUM and the Member in respect of the Offer upon the earlier of:

(a) SANCTUM notifying the Member in writing that it accepts the Member’s Offer; or
(b) SANCTUM accepting, in full or part, payment from the Member of the Membership Fees.

3.3 The Agreement formed under clause 3.2 will comprise these Terms, the Membership Guidelines the Application Form and the SANCTUM HQ Rules.

3.4 SANCTUM is not bound to accept any Offer and may decide not to accept any Offer for any reason and in the sole discretion of SANCTUM.

4. Right to Cap or Pause Membership and Introduce Waiting List

4.1 SANCTUM reserves the right, at its discretion, to cap, limit, or pause the sale or acceptance of new memberships if capacity constraints, operational considerations, or any other factors so require.

4.2 Where SANCTUM exercises its right under clause 5.1, SANCTUM may, at its discretion, establish a waiting list. Prospective members seeking placement on the waiting list may be required to pay a fee when applying or request for placement on the waiting list.

4.3 The waiting list fee, if applicable, is determined solely by SANCTUM. SANCTUM may elect to apply or refund that fee upon a successful application for membership or retain it to cover administration costs in the event the applicant does not ultimately become a Member.

5. Additional Membership Categories

5.1 Lifetime Membership:

(a) A Lifetime Membership provides membership entitlements for a period of 25 
(b) The total fee is AUD 25,000, payable in two instalments: AUD 12,500 upon signing, and the remaining AUD 12,500 due within six months.
(c) SANCTUM reserves the right to suspend or cancel the Lifetime Membership if the second instalment is not paid by the due date.

5.2 Partner Card:

(a) The Partner Card membership is offered at a fee of AUD 1,500, payable in a single lump sum (no payment plans available).
(b) A Partner Card membership does not include any entitlement to Fitness First (or similar) gym benefits.
(c) All other rights and obligations under these Terms apply to Partner Card holders except as expressly excluded (e.g., gym membership).

5.3 Next Wave Young Member:

(a) Individuals aged between 21 and 29 years are eligible for a New Wave Young Membership.
(b) The New Wave Young Membership excludes Fitness First (or similar) gym benefits.
(c) Except for this gym exclusion, New Wave Young Members receive the SANCTUM Membership Benefits in accordance with these Terms.

6. Cooling Off - Cancellation

6.1 The Member may, by notice in writing to SANCTUM, cancel an Offer (even if the Offer has been accepted by SANCTUM) at any time within 5 Business Days of the date the Member submits the relevant Application Form for the Offer to SANCTUM.

6.2 If the Member cancels their Offer under clause 6.1, SANCTUM will refund to the Member any Membership Fees which the Member has paid to SANCTUM in respect of the Offer.

7. Membership Term

7.1 At the end of the Membership Term, SANCTUM may (but is not obliged to) offer the Member the opportunity to renew the SANCTUM Membership and acquire the SANCTUM Membership Benefits for a subsequent period on terms notified by SANCTUM to the Member.

7.2 Notice or other communication from SANCTUM regarding a renewal of the SANCTUM Membership may include a notice of changes to these Terms, the SANCTUM Membership Benefits, the Membership Fees and/or payment terms for the renewal period and the Member may decide not to renew the SANCTUM Membership if they do not agree to the Terms, SANCTUM Membership Benefits, Membership Fees and payment terms Club Benefits for the renewal period.

7.3 By paying some or all the applicable Membership Fees for the renewal period, the Member agrees to renew the SANCTUM Membership for the renewal period.

8. SANCTUM Membership Benefits

8.1 SANCTUM agrees to provide the Member with the SANCTUM Membership Benefits during the Membership Term:

8.2 The Member acknowledges and agrees that:

(a) access to Events is not guaranteed and may be subject to capacity and a Member may need to reserve a seat to guarantee entry, particularly at high demand Events; and
(b) the Member may be required to pay additional fees and charges when reserving a seat and ticket agencies may charge a booking fee which is to be paid by the Member.

8.3 The Member acknowledges and agrees that:

(a) these Terms do not confer any lease, tenancy, estate or interest in any stadium, venue or the SANCTUM HQ or any part thereof and it confers only the SANCTUM Membership Benefits which are rights in contract only and do not carry with them a right to exclusive possession.
(b) a SANCTUM Membership does not grant the Member any voting rights.
(c) the Member’s Nominated Team may determine seating requirements for Events involving the Nominated Team and may require the Member to reserve a seat at an additional cost.
(d) SANCTUM may impose restrictions on the use of SANCTUM Membership Benefits for specific Events where necessary for security reasons or where otherwise required or directed by the Event owner or organiser.
(e) SANCTUM does not organise or have control over the Events (including the way the Events are conducted) and that Events may be postponed, rescheduled or cancelled.
(f) SANCTUM does not have any control over any venue or stadium at which an Event is conducted.
(g) if an Event is moved from the originally scheduled venue or stadium to a different venue or stadium, the Member may not be entitled to attend the Event; and
(h) seating at some Events are not designated or designed for disabled person access.

8.4 The Member must not, without the express prior written consent of SANCTUM, resell or offer for resale (including via on-line auction sites or through a broker or agent) or use for advertising, promotion or other commercial purposes (including competitions and trade promotions) or to enhance the demand for other goods or services any of the SANCTUM Membership Benefits (including any tickets to an Event or access to the SANCTUM HQ).

8.5 If any SANCTUM Membership Benefit is sold or used in breach of clause 4 (or any applicable ticket conditions specified by the relevant Event owner or organiser), the SANCTUM Membership or SANCTUM Membership Benefit may be cancelled by SANCTUM without a refund.

8.6 The SANCTUM Membership Benefits are personal to the Member and, other than as provided under clauses 1, 9.7, 17.4(a) and 22.3, may not be transferred to, or used by, any other person.

9. Corporate Members

9.1 Subject to any conditions, requirements or limitations set out in the Agreement, a Principal Nominee and Associate Nominee may enjoy the SANCTUM Membership Benefits of the relevant Corporate Member on behalf of the Corporate Member.

9.2 An Associate Nominee of a Corporate Member must only attend an Event or the SANCTUM HQ if they are accompanied by a Principal Nominee of the Corporate Member.

9.3 A Principal Nominee and Associate Nominee must be aged 21 years or older. [ALL MEMBERS MUST BE 21 or older]

9.4 A Corporate Member must not, at any given time, nominate more Associate Nominees than any maximum number (2 per Principal Nominee) which is set out in the Agreement or otherwise agreed by SANCTUM.

9.5 A Corporate Member must ensure that its Principal Nominees and Associate Nominees comply with the terms of the Agreement as if they were the Corporate Member and any acts or omissions of a Principal Nominee or Associate Nominee will be taken to be an act or omission of the Corporate Member.

9.6 Other than as provided under clause 9.7, a Corporate Member may not change the Principal Nominee or nominate an alternative person to be the Principal Nominee.

9.7 If a Principal Nominee dies then the Corporate Member may, by written notice to SANCTUM, nominate another individual as the Principal Nominee.

10. SANCTUM HQ Rules and other terms

10.1 The HQ Rules will form part of the Agreement, and the Member agrees to comply, and to ensure that Principal Nominees and Associate Nominees comply, always with the HQ Rules

10.2 The Member agrees to comply, and to ensure that Principal Nominees and Associate Nominees comply, always with:

(a) any ticketing terms and conditions specified by an Event owner or organiser which apply to tickets to an Event where such tickets are provided as part of the SANCTUM Membership Benefits.
(b) the terms and conditions of entry of any stadium or venue where an Event is conducted; and
(c) the terms and conditions of membership of the Nominated Team.

11. Membership Fees and payment

11.1 In consideration for the provision of the SANCTUM Membership and SANCTUM Membership Benefits, the Member agrees to pay SANCTUM the Membership Fees.

11.2 Subject to clause 15, all prices stated are stated exclusive of Taxes and the Member is solely responsible for the payment of all Taxes levied or payable in respect of the SANCTUM Membership and SANCTUM Membership Benefits and must immediately upon request by SANCTUM provide SANCTUM with evidence of payment of any Taxes. Nothing in this clause 2 requires the Member to pay Taxes that are assessed or payable in respect of the income of SANCTUM.

11.3 SANCTUM may invoice the Member for the Membership Fees at any time following formation of the relevant Agreement.

11.4 Unless otherwise agreed in writing between the Member and SANCTUM the due date for payment by the Member to SANCTUM of the Membership Fees is as specified in the Application Form (Due Date).on the 12-month anniversary date

11.5 If the Member fails to make any payment by the Due Date, and the Member has not remedied the failure to make payment within 14 days of receiving notice of the failure to make payment, then, without prejudice to any other right or remedy available to SANCTUM (including any termination rights under clause 1) and to the extent permitted by law, SANCTUM may elect to do any one or more of the following:

(a) suspend the provision of the SANCTUM Membership Benefits to the Member until the outstanding amount has been paid in full; and
(b) charge the Member interest (both before and after any judgement) on the unpaid amount at the Default Rate, which interest will accrue and be chargeable from the first day on which an amount becomes overdue until SANCTUM receives payment of all amounts (including all interest) by way of cleared funds.

11.6 If the Member fails to make any payment due to SANCTUM by the Due Date the Member must pay to SANCTUM on demand all amounts reasonably incurred by SANCTUM in recovering or seeking to recover the payment the Member owes to SANCTUM (including any fees or commission paid to a debt collector, mercantile agent or similar).

12. Liability

12.1 To the maximum extent permitted by applicable law and without limiting and subject to clauses 12.2 and 12.3:

(a) entry into and use of the SANCTUM HQ and any venue or stadium where an Event is conducted will at all times be at the risk of the Member and any Principal Nominees and Associate Nominees; and
(b) SANCTUM will not be responsible for any Losses suffered or incurred by the Member or any Principal Nominees or Associate Nominees directly or indirectly arising out of entry into or use of the SANCTUM HQ and any venue or stadium where an Event is conducted.

12.2 If the Member is a Consumer and SANCTUM supplies PDH Goods or Services to the Member, SANCTUM acknowledges that the Member may have certain rights under the Australian Consumer Law in respect of the Consumer Guarantees as they apply to the PDH Goods or Services supplied by SANCTUM and nothing in the Agreement should be interpreted as attempting to exclude, restrict or modify the application of those rights.

12.3 If the Member is a Consumer and any goods or services supplied by SANCTUM to the Member are non PDH Goods or Services, SANCTUM’s liability to the Member in connection with any breach of the Consumer Guarantees in respect of those non PDH Goods or Services is limited (at SANCTUM’s discretion) to:

(a) in the case of goods:
      (i) the replacement of the goods or the supply of equivalent goods;
      (ii) the repair of the goods;
      (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or
      (iv) the payment of the cost of having the goods repaired; and

(b) in the case of services:
      (i) the supplying the services again; or
      (ii) the payment of the cost of having the services supplied again.

12.4 Subject to clause 12.7, if the Member makes a claim against SANCTUM in connection with or arising out of these Terms which includes a cause of action other than for a breach of a Consumer Guarantee then, to the extent the claim, or part of the claim, does not relate to a Consumer Guarantee and to the extent permitted by law, SANCTUM’s total aggregate liability arising in connection with all such claims shall be limited to an amount equal to the Membership Fees paid by the Member.

12.5 Subject to clauses 12.6 and 12.7, the Member’s total aggregate liability arising in connection with all claims SANCTUM makes against the Member in connection with or arising out of these Terms shall be limited to an amount equal to the Membership Fees paid by the Member.

12.6 Clause 12.5 does not apply in relation to any claim which SANCTUM may make against the Member in respect of the Member’s obligation to pay the Membership Fees (including any amount under clause 11.5(b) or 11.6).

12.7 Without limiting and subject to clauses 12.2 and 12.3, neither party shall be liable to the other party for any Consequential Loss.

13. Indemnity

The Member indemnifies SANCTUM and holds SANCTUM harmless from and against all Losses (including all legal costs, and any other associated fees and costs) for which SANCTUM incurs as a direct or indirect result of any:

(a) death, injury or illness; or
(b) damage to the SANCTUM HQ or any venue or stadium where an Event is conducted, which is caused by the Member or any Principal Nominee or Associate Nominee of the Member.

14. Confidentiality

14.1 The Receiving Party:

(a) may use Confidential Information solely for the purposes of the Agreement;
(b) must keep confidential all Confidential Information; and
(c) may disclose Confidential Information only to (i) employees and contractors who (A) are aware and agree that the Confidential Information must be kept confidential and (B) either have a need to know the Confidential Information (and only to the extent that each has a need to know), or have been specifically approved by the Disclosing Party; (ii) as required by law or securities exchange regulation; or (iii) with the prior written consent of the Disclosing Party.

14.2 The Receiving Party must notify the Disclosing Party immediately once it becomes aware of any breach of confidentiality in respect of the Confidential Information and must take all reasonable steps necessary to prevent further unauthorised use or disclosure of the Confidential Information.

15. GST

15.1 In this clause, words and expressions which are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (as amended, varied or replaced from time to time) have the same meaning given to them by that Act.

15.2 Unless otherwise expressly stated in writing in the Agreement, all amounts payable by the Member in connection with the Agreement do not include an amount for GST. If GST is payable on any supply made by SANCTUM under the Agreement, the Member must pay to SANCTUM, in addition to and at the same time as the payment for the supply, an amount equal to the amount of GST on the supply. Where a party is required by the Agreement to reimburse or indemnify the other party for any Loss or other amount incurred, the amount to be reimbursed or paid will be reduced by the amount of any input tax credit that the party will be entitled to claim for the Loss or amount incurred and increased by the amount of any GST payable by the party in respect of the reimbursement or payment.

16. Force Majeure

16.1 Neither party will be liable for any failure to perform or delay in performing its obligations under the Agreement (other than in respect of the Member’s obligation to pay the Membership Fees and any amount under clause 11.5(b) or 11.6) if that failure or delay is due to a Force Majeure Event.

16.2 If a Force Majeure Event under clause 16.1 exceeds twenty (20) Business Days, either party may immediately terminate the Agreement by written notice to the other party.

17. Termination

17.1 Without limiting SANCTUM’s other rights under the Agreement, and to the extent permitted by law, SANCTUM may terminate the Agreement with immediate effect by written notice to the Member if:

(a) the Member fails to make any payment under the Agreement to SANCTUM by the due date for that payment and the Member has not remedied the failure to make payment within 14 days of receiving notice of the failure to make payment.
(b) the Member is the subject of an Insolvency Event.
(c) the Member has materially breached the Agreement (including these Terms) and the breach is not capable of remedy;
(d) the Member has breached any term of the Agreement (including these Terms) which is capable of remedy and has not remedied the breach within 14 days of receiving notice requiring the breach to be remedied.
(e) the SANCTUM Membership is cancelled under clause 8.5; or
(f) in accordance with clause 16.2.

17.2 Without limiting the Member’s other rights under the Agreement, and to the extent permitted by law, the Member may terminate the Agreement with immediate effect by written notice to SANCTUM if:

(a) SANCTUM is the subject of an Insolvency Event.
(b) SANCTUM has materially breached the Agreement (including these Terms) and the breach is not capable of remedy.
(c) SANCTUM has breached a term of the Agreement (including these Terms) which is capable of remedy and has not remedied the breach within 14 days of receiving notice requiring the breach to be remedied: or
(d) in accordance with clause 16.2.

17.3 The Member may terminate the Agreement without cause on 90 days’ written notice to SANCTUM and receive a refund under clause 18.

17.4 If an Individual Member dies then the executors or administrators of the Individual Member’s estate may, by written notice to SANCTUM, either:

(a) transfer the SANCTUM Membership of the Individual Member to another individual; or
(b) terminate the Agreement and receive a refund under clause 18.

17.5 The transfer of a SANCTUM Membership under clause 17.4(a) is only effective if the new Member agrees to be bound by the Agreement.

17.6 On termination of the Agreement:

(a) SANCTUM will no longer be required to provide the SANCTUM Membership Benefits, and the Member will no longer be entitled to any of the SANCTUM Membership Benefits.
(b) all money owed by the Member to SANCTUM will become immediately due and payable; and
(c) each party retains any rights, entitlements or remedies it has accrued before termination, including the right to pursue all remedies available to either party at law or in equity.

18. Refund of portion of Membership Fees

If the Agreement is terminated under clause 16.2, 17.3 or 17.4(b), SANCTUM will, subject to the Member having paid all money owed by the Member to SANCTUM, provide the Member with a pro-rata refund of any amounts paid by the Member to SANCTUM in respect of the Membership Fees calculated as follows:

A - (B/C x D)
Where:
A is the amounts paid by the Member to SANCTUM in respect of the Membership Fees for the Membership Term
B is the number of days from the start of the Membership Term to the date of termination
C is the number of days in the Membership Term D is the Membership Fees for the Membership Term

19. Dispute Resolution

19.1 Except where interim or urgent interlocutory relief is sought, prior to the commencement of any legal proceedings, whether in a court or by way of arbitration, the parties agree to use reasonable endeavours to resolve a Dispute in accordance with this clause 19.

19.2 If a party considers that a Dispute exists, that party must give written notice to the other party that it considers a Dispute exists. The notice must specify the Dispute, including any event, matter or omission that the party relies on as giving rise to the Dispute.

19.3 The parties (or a senior representative of each of the parties) must meet within 10 Business Days of the date of the notice given under clause 19.2 for the purpose of seeking to resolve the Dispute (Resolution Period).

19.4 If the Dispute is not resolved by the parties during the Resolution Period, then either party may refer the Dispute to mediation no later than five Business Days after the end of the Resolution Period.

19.5 Any Dispute referred to mediation under clause 19.4 must be conducted in accordance with the Resolution Institute Mediation Rules and:

(a) be conducted by a mediator agreed on by the parties; or
(b) if the parties are unable to agree on a mediator within five Business Days of the date of the referral to mediation under clause 19.4, be conducted by a mediator appointed by the then current chair or acting chair of the Resolution Institute following a request from either of the parties.

19.6 The role of any mediator is to assist in negotiating a resolution of the Dispute within 20 Business Days of his or her appointment (Mediation Period).

19.7 The cost of any mediator will be shared equally between each of the parties and the parties will each bear their own costs of any mediation.

19.8 If no party refers the Dispute to mediation under clause 19.4 or if the Dispute is not resolved by the parties during the Mediation Period, the parties may commence legal proceedings in respect of the Dispute.

19.9 The existence of a Dispute does not excuse any party from performing its respective obligations under the Agreement (except those in respect of which the Dispute exists while the parties endeavour to resolve the Dispute in accordance with this clause 19).

19.10 Failure by a party to a Dispute to comply with this clause 19 may be pleaded in bar to the continuance of any proceeding initiated by that party until this clause has been complied with.

20. Acknowledgements and representations

20.1 By making an Offer, the Member warrants and represents to SANCTUM that it has read and understood these Terms prior to making the Offer and agrees to be bound by them in full.

20.2 Any brochure, information sheet, price list or other similar documents (Documents) issued by or on behalf of SANCTUM do not constitute an offer by SANCTUM to supply benefits appearing in those Documents or an offer by SANCTUM to supply benefits at the prices set out in those Documents and for the avoidance of doubt those Documents do not form part of the Agreement except to the extent that they are expressly referred to in any Offer.

21. Inconsistency

21.1 Unless otherwise specified in these Terms, in the event of an inconsistency between any of the documents listed in clause 3.3, the following order of precedence will apply to the extent of the inconsistency:

(a) these Terms;
(b) the Membership Guidelines
(c) the Application Form; and
(d) SANCTUM HQ Rules.

22. Miscellaneous

22.1 In these Terms:

(a) the singular includes the plural and vice versa;
(b) the word person includes a firm, a body corporate, an unincorporated association, body or organisation established pursuant to international treaty, intergovernmental body, or government authority and other official authority;
(c) a reference to a document or legislation includes a reference to that document or legislation as varied, amended, novated or replaced from time to time;
(d) the meaning of general words is not limited by specific examples introduced by ‘includes’, ‘including’, ‘for example’ or ‘such as’ or similar expressions;
(e) a reference to a person includes a reference to the person’s executors, administrators, successors, substitutes (including, but not limited to, persons taking by novation) and permitted assigns;
(f) headings are inserted for convenience and do not affect the interpretation of these Terms; and
(g) unless otherwise provided, all monetary amounts are in Australian dollars and a reference to payment means payment in Australian dollars.

22.2 Subject to clauses 9.7, 17.4(a) and 22.3, neither a Member nor SANCTUM may assign, transfer or novate any of its rights (including any SANCTUM Membership Benefits) or obligations under the Agreement without the other party’s prior written consent.

22.3 SANCTUM may subcontract the performance of any of its obligations under the Agreement (including the provision of any of the SANCTUM Membership Benefits) but any subcontracting does not relieve SANCTUM from any obligation under the Agreement.

22.4 A failure to exercise or delay in exercising any right under the Agreement does not constitute a waiver and any right may be exercised in the future. Waiver of any rights under the Agreement must be in writing and is only effective to the extent set out in that written waiver.

22.5 If any provision of the Agreement is void, unenforceable or illegal and would not be so if words were omitted, then those words are to be severed and if this cannot be done, the entire provision is to be severed from the Agreement without affecting the validity or enforceability of the remaining provisions.

22.6 The termination or expiry of the Agreement does not operate to terminate any rights or obligations under the Agreement that by their nature are intended to survive termination or expiration, and those rights or obligations remain in full force and binding on the party concerned including without limitation the rights and obligations under clauses 11.2, 1111.5, 11.6, 12, 13, 14, 15, 17, 18, 19, 21 and 22.

22.7 Each party must:

(a) do all acts necessary or desirable to give full effect to the Agreement; and
(b) refrain from doing anything which might prevent full effect being given to the Agreement.

22.8 The relationship between the parties is and will remain that of independent contractors, and nothing in the Agreement constitutes the parties as partners or joint venturers or constitutes any party as the agent of another party or (except as expressly provided for) gives rise to any other form of fiduciary relationship between the parties.

22.9 Notices by a party must be delivered by hand, prepaid post or email and sent to the address of the receiving party specified in the Account Application or, if none are specified, in any other part of the Agreement. Notices will be deemed to have been received: by hand upon delivery; by post within six Business Days of sending; and by email one hour after the email is sent (unless the sender knows that email has failed to send).

22.10 The Agreement is governed by the laws in force in Victoria, and the Member and SANCTUM submit to the non-exclusive jurisdiction of the courts of Victoria.