HOME SERVICES ABOUT TESTIMONIALS CONTACT

GROUP AGGREGATED PROCUREMENT ("GAP") MEMBERSHIP PROGRAM
- APPLICATION FORM -

Dear Applicant,
While there is a one-off Joining/Membership Fee of $12,000.00, beyound this, there are "NO Ongoing Fees" to a GAP Membership. By completing and forwarding this on-line application, you acknowledge that you have read and understood the GAP Program Participation Agreement; and the Terms and Conditions under which the GAP Program is managed by HERM Logic - for all Members.
Yours Sincerley,
John C. Musster, Co-Founder and Partner

GROUP AGGREGATED PROCUREMENT (GAP)
PARTICIPATION AGREEMENT
AND
NON-DISCOLOSURE CONFIDENTIALITY AGREEMENT

By joining HERM Logic Group Aggregated Procurement ("GAP") Program, a 'full service business process outsourcing (BPO) managed service' provided by HERM Logic, HERM Logic and the Member agree to abide by the following Terms & Conditions:

1. HERM Logic Agrees:
A. On behalf of each Participant ("GAP Member") executing this GAP Membership Agreement, to utilize its best efforts to identify suppliers and then to negotiate with these suppliers in accordance with HERM Logics' Aligned Business Framework (ABF); and to secure Individual Member Agreement (IMA's) with preferred pricing including benefits, terms and conditions for an on behalf of the GAP Member.

B. To notify the GAP Member of all HERM Logic approved suppliers ("GAP Supplier Partners") and the potential corresponding benefits of utilizing such suppliers so that each GAP Member will have the opportunity to determine for itself whether or not to purchase goods or services from each such supplier.

C. To provide administrative follow-up services with GAP Members to determine their level of satisfaction within GAP Supplier Partners, and to implement any corresponding action that may be required, including without limitation, the discontinuation or replacement of any supplier from the GAP Supplier Partnership.

D. To disclose in writing to the Australian Tax Office ("ATO") upon request, the amount of rebates received by HERM Logic from each supplier with respect to purchases made by or on behalf of each GAP Member.

E. Rebates. To review and to calculate each GAP Member entitlement to the rebate based on IMA Terms and Conditions aligned to certain goods and/or services offered by GAP Supplier Partners from time-to-time to GAP Members who have reached the levels of purchase. The Rebates to GAP Members will be forwarded quarterly by either (i) HERM Logic 'acting as an Agent' for the GAP Member and the Supplier, or (ii) directly by the GAP Supplier Partner/s.

F. Fees & Chargers. There is a One-off Joining/Membership Fee of $12,000.00, beyound this, there are NO Ongoing Fees to a GAP Membership.

2. GAP Member AGREES:
A. To participate in the GAP Program on the terms and conditions set forth herein, and to remain a GAP Member so long as this GAP Membership Agreement shall be in effect.

B. To hereby authorize HERM Logic to act on its behalf as an 'authorised procurement agent' with suppliers and to negotiate on behalf of The GAP Member on pricing and other benefits relating to the purchase of goods and services offered by such suppliers. Accordingly, the GAP Member agrees to corporate and provide to HERM Logic, without limitation, information as required from time-to-time.

C. Confidentiality of Individual Member Agreements (IMAs). The GAP Member agree not to disclose any IMA pricing supplied to them from GAP Supply Partners or any of the Suppliers to the ABF (Alligned Business Framework) to (a) any other GAP Member, or (b) any third party, or (c) any competitor, or (d) any other party not party to this agreement in whole or in part for as long as HERM Logic and/or the GAP Program may be in existence. Disclosure of GAP Supplier Partner Price/Pricing List including Terms & Conditions, rebates and other incentives received by a GAP Member limits and severely hinders HERM Logics ability to negotiate better terms and conditions and pricing on products and/or services for all GAP Members. Breach of this clause in whole or in part will result in (i) Cancellation of Membership; (ii) The Forfeit of any accumulated and/or pending rebates, refunds or any other financial and non-financial benefits that would be payable to the Member; and (iii) Punitive Damages. HERM Logic will seek punitive damages and other damages to HERM Logic and the GAP Program resulting from the breach.

D. HERM Logic, in its capacity as the GAP Program Service Provider and Administrator, will receive form time-to-time on its own behalf payment of a commission, and/or bonus, and/or other incentives, be it financial or otherwise, from GAP Supplier Partners.

E. HERM LOGIC MAKES NO WARRANTIES IN CONNECTION WITH GOODS OR SERVICES TO BE PROVIDED HEREUNDER, WHETHER EXPRESSED OR IMPLIED, AND INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. HERM LOGIC MAKES NO GUARANTEES AS TO PRICE DISCOUNTS, COST SAVINGS, OR LEVEL OF SATISFACTION WITH ANY SUPPLIER. IN NO EVENT SHALL HERM LOGIC BE LIABLE FOR ANY DAMAGES, LOSSES OR EXPENSES INCURRED, INCLUDING WITHOUT LIMITATION ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM GAP PROGRAM PERFORMANCE OR FAILURE TO PERFORM HEREUNDER, WHETHER DUE TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE.

3. THE PARTIES AGREE:
A. This GAP Membership Agreement shall become effective upon submitting the GAP Membership Form electronically via HERM Logic website and shall continue in force and effect through until such time there is a breach in accordance with Clause 2C, above, or until such time in the future the GAP Member wish to terminate this agreement. In such an event, the Member shall gives notice to HERM Logic at least ninety (90) days prior to the intended termination date. No termination of the GAP Membership Agreement shall affect the obligations of either party arising prior or subsequent to the effective date of termination; and the ex-member shall be bound by the obligations of this agreement, and not to disclose any of the confidential information for a period of five (5) years.

B. GAP Member is not wholly owned by HERM Logic, nor is it a subsidiary or affiliate of a parent corporation that wholly owns HERM Logic, either directly or through another wholly-owned entity.

C. HERM Logic shall have the right, in its sole discretion, to select and approve suppliers into GAP Supplier Partnership Program under HERM Logic's Aligned Business Framework (ABF). GAP Members shall be solely responsible for deciding whether to do business with any HERM Logic approved GAP Suppliers and for payment to each supplier for any and all purchases made. GAP Suppliers may require GAP members to sign other agreements with them. These arrangements may include personal guarantees and other assurances. GAP Members are solely responsible for the negotiation of the terms thereof and performance there under the guarantees and assurances as provided. HERM Logic shall have the right to review, and GAP Members shall produce promptly to HERM Logic upon its written request, copies of all documentation between GAP Approved Supplier and the Gap Member.

D. Any notice which may be required to be given hereunder shall be in writing and delivered personally, or sent by email, or by registered or certified mail, return receipt requested, postage prepaid, or sent by overnight delivery by a nationally recognised air courier, addressed to the Chief Executive Officer of the parties at the respective addresses as set forth in the preamble to this GAP Membership Agreement. Notices sent by email shall be effective immediately upon sending; notices mailed by registered or certified mail shall be effective three (3) business days after the date of mailing; notices sent by nationally recognized air courier shall be effective the next business day after the date of mailing.

E. In the performance of the duties and obligations imposed upon each party under this GAP Membership Agreement, each party is and at all times acting as an independent contractor. Neither party shall have nor exercise any control or direction over the methods by which the other party shall perform their duties and obligations arising hereunder. This GAP Membership Agreement is not, and shall not be considered, an employer-employee relationship, joint venture, or partnership of any kind, and neither party shall represent to any third persons that any such relationship exists.

F. This GAP Membership Agreement shall be binding upon and inure to the benefit of the parties, and their respective successors, affiliates, and assigns.

G. This GAP Membership Agreement shall be construed and interpreted in accordance with the laws of the state of New South Wales and the parties agree to the exclusive jurisdiction of the state of New South Wales and courts located in Sydney as to any dispute which may arise hereunder. This GAP Membership Agreement may be signed in any number of counterparts, each constituting a duplicate original.

H. This GAP Membership Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and from time-to-time HERM Logic will review the GAP Membership Agreements in accordance with State and/or Commonwealth and/or other regulatory body rules and regulations, and modify, alter, or otherwise make change to the agreement by a duly authorized officer of HERM Logic.

I. Each party hereto shall provide the other with all such documents and information as the other shall reasonably request in order to perform its obligations under this GAP Membership Agreement.

J. The provisions of this GAP Membership Agreement shall be deemed severable, and if any portion shall be held invalid, illegal or unenforceable for any reason, the remainder of this GAP Membership Agreement shall be effective and binding upon the parties.

K. Each individual executing this GAP Membership Agreement on behalf of any corporation or other entity which is a party to this GAP Membership Agreement represents and warrants that he or she is duly authorized to execute this GAP Membership Agreement on behalf of said corporation or other entity.

L. This GAP Membership Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute but on and the same instrument.