This document contains the Voucher Provider Agreement (“The Agreement”) which governs the agreement between Grown Vegan Unit Trust (“Grown Vegan”) and the Voucher Provider (“Provider”).
The Provider may include multiple, related and/or non-related, businesses that form part of the supply chain to provide the Goods and/or Services. This includes, and is not limited to, manufacturers, wholesalers, distributors, retailers, and re-sellers. Where the Provider includes multiple non-related entities all parties must agree to the terms of this arrangement.
Grown Vegan, subject to the provisions of this agreement, may amend The Agreement in its sole discretion and at any time If The Agreement is updated the Provider will be notified via the email address associated with their Grown Vegan website account. The Provider agrees that this method constitutes as adequate notice for amendments and that the Provider will be bound to any such amendments. A recent copy will also be available on the Grown Vegan website.
This document should be read in conjunction with the terms of use and privacy policy outlined on the Grown Vegan website.
Preamble
The Provider is a business or businesses wishing to provide discount(s) on its products and/or services to Grown Vegan’s members. Grown Vegan is to distribute the vouchers through its voucher program under the terms and conditions of this Agreement. The terms of the voucher are outlined in Appendix 1 and governed by this Agreement.
1. Voucher Program
1.1 The Provider is required to register an account through the website
1.2 The Provider authorizes Grown Vegan to promote, distribute, and sell the voucher at the discretion of Grown Vegan.
1.3 The Provider shall ensure their employees are adequately notified of the issued voucher and terms of The Agreement.
1.4 The Provider must notify Grown Vegan and a Voucher Holder if at any time they are unable to honor the Voucher.
1.5 The Provider must adhere to the terms and conditions per the Voucher and not inflate or impose additional charges, fees, conditions or restrictions.
2. Fees and Payments
2.1 The voucher program is free for the Provider. Grown Vegan may sell access to the voucher and retain 100% of the proceeds.
3. Customer Data
3.1 The Provider may on occasion receive customer data that is necessarily required to complete the obligation of the Voucher. The Provider expressly agrees that any data shall only be used to the extent required to carry out the Voucher. The Provider will not resell, broker, or otherwise disclose the data to a third party, unless required by law.
4. Termination of Agreement
4.1 This Agreement will continue until terminated by either party under the following terms.
4.1.1 By The Provider, by notifying Grown Vegan in writing with 28 days’ notice. Termination by this method will not affect the obligation of the Provider to honor a Voucher during this time.
4.1.2 By Grown Vegan who reserves the right to reject, revise, or terminate any Voucher offer by the Provider.
5. Advertising & Marketing
5.1 Grown Vegan may communicate with the Provider about additional ways to promote, distribute or sell the Voucher or promote the business of the Provider.
5.2 The Provider gives permission for Grown Vegan to use information, content, and imagery, from the website and social media accounts of The Provider in order to achieve clause 5.1.
6. Indemnity
6.1 You agree to indemnify Grown Vegan, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:
(a) all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with Your Content;
(b) any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so; and/or
(c) any breach of the Agreement.
7. Dispute Resolution
7.1 Compulsory: If a dispute arises out of or relates to the Agreement, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
7.2 Notice: A party to the Agreement claiming a dispute (‘Dispute’) has arisen under the Agreement, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.
8. Resolution:
8.1: On receipt of that notice (‘Notice’) by that other party, the parties to the Agreement (‘Parties’) must:
(a) Within 14 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;
(b) If for any reason whatsoever, 28 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Australian Mediation Association or his or her nominee;
(c) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;
(d) The mediation will be held in the state the goods or services were to be provided, Australia.8.1 Confidential All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable laws of evidence.
8.2 Termination of Mediation: If 3 months have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.
9. Venue and Jurisdiction
9.1 The Services offered by Grown Vegan is intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute shall be in the courts of Western Australia.
10. Governing Law
10.1 The Agreement are governed by the laws of Western Australia, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Agreement and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of Western Australia, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Agreement shall be binding to the benefit of the parties hereto and their successors and assigns.
11. Independent Legal Advice
11.1 Both parties confirm and declare that the provisions of the Agreement are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Agreement are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.
12. Severance
12.1 If any provision of this Agreement should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement are not affected.
13. Other
13.1 Grown Vegan and the Provider remain separate entities and businesses. Nothing in this Agreement is to be construed to create a joint venture, partnership, franchise, or an agency relationship between the parties. Neither party has the authority, without the other party’s prior written approval, to bind or commit the other in any way.
13.2 This Agreement supersedes all prior oral or written agreements concerning the Voucher.
13.3 The Provider cannot, without written approval from Grown Vegan, transfer or assign the rights or obligations under this Agreement to another.
Last Modified 10 November 2019
