Terms and Conditions
Traders & Members · Stallholders · Visitors & Participants · Committee & Staff · Contractors
Version 2.0 · Updated 6 July 2026 · Aligned to the VSBA Rules of Association
VICTORIA STREET BUSINESS ASSOCIATION INCORPORATED
Registration No. A0091177Z ·
ABN 15 751 675 254
393 Victoria Street, Abbotsford VIC 3067 ·
How to read this document
These Terms sit beneath two higher documents: the VSBA Rules of Association (our constitution, registered under the Act) and the Associations Incorporation Reform Act 2012 (Vic). Where these Terms concern membership, meetings, the Committee, discipline or grievances, the Rules and the Act govern and prevail. The Terms add the operational and commercial detail the Rules leave open. Source rule numbers appear in brackets so any party can trace a term back to the Rules.
Where to look for each subject:
- Who can be a member, joining, fees, ceasing membership — Rules Part 3 Div 1 (rr. 7–18); Terms Part A adds process.
- Discipline and expulsion of a member — Rules Part 3 Div 2 (rr. 19–24); Terms A7 mirrors it.
- Disputes involving a member — Rules Part 3 Div 3 (rr. 25–29); Terms clause 6 defers to it.
- General meetings, voting, special resolutions — Rules Part 4 (rr. 30–41).
- Committee duties, conflicts, tenure, meetings — Rules Part 5 (rr. 42–67); Terms Part D mirrors it.
- Handling of funds and financial records — Rules Part 6 (rr. 68–71).
- Stallholders, visitors, contractors (non-members) — these Terms (Parts B, C, E) together with the relevant contract.
General Provisions — Applicable to All Parties
1 Definitions
Act means the Associations Incorporation Reform Act 2012 (Vic) and any regulations under it. Rules means the Rules of Association of VSBA registered with the Registrar (the model rules adopted by VSBA). VSBA means Victoria Street Business Association Incorporated, a not-for-profit incorporated association. Committee means the Committee having management of the business of VSBA under Part 5 of the Rules. Member means a member of VSBA under the Rules. Special resolution has the meaning given in the Rules (at least three-quarters of members voting in favour). Event means any festival, market, activation, class, workshop or program organised or facilitated by VSBA. Site means an allocated space at an Event. Services means goods, works or deliverables provided under a Contractor engagement. Financial year means the 12 months ending 30 June. [rr. 1–4, 39]
2 Relationship to the Rules and precedence
These Terms operate together with, and are subject to, the Rules and the Act. To the extent of any inconsistency in a matter concerning membership, general meetings, the Committee, discipline or the internal governance of VSBA, the Rules and the Act prevail over these Terms. These Terms may be adopted, amended or repealed by the Committee under its management powers, but may not override anything the Rules or the Act reserve to a general meeting or a special resolution. [Rules r. 42; s. 46 of the Act — Rules form a contract with members]
Under section 46 of the Act, the Rules are taken to constitute the terms of a contract between VSBA and its members. These Terms cannot alter that contract; they supplement it for operational and commercial dealings.
3 Privacy
VSBA handles personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. Information is used only for VSBA's stated purposes and is not sold to third parties. Parties may request access to or correction of their information at any time. Access to the register of members is governed by the Rules and by sections 58–59 of the Act (improper use of register information is an offence).
4 Intellectual property
Content created specifically for VSBA vests in VSBA upon payment. Pre-existing IP of any party remains that party's property. Where VSBA publishes content featuring a trader or participant, VSBA holds a royalty-free, non-exclusive licence for that content. No party may use VSBA's name, logo or branding without prior written consent.
5 Confidentiality
All parties must keep VSBA financial, commercial, grant, membership and governance information confidential and must not use it for personal benefit. For Committee members and staff this duty also arises under the Rules and the Act. The obligation survives the end of any engagement or membership. [Rules rr. 45(5), 65; Act Part 6 Div 3]
6 Dispute resolution
Members. A dispute under the Rules between a member and another member, the Committee or VSBA is dealt with under the grievance procedure in Part 3 Division 3 of the Rules, which prevails. The parties must first attempt to resolve the dispute between themselves within 14 days; if unresolved, they must within 10 days notify the Committee and agree to or request the appointment of a mediator, and attempt in good faith to settle by mediation. Mediation costs are paid as the parties agree or, failing agreement, by the Committee. A grievance cannot be started on a matter that is the subject of a disciplinary procedure until that procedure is complete. [rr. 25–29]
All other parties (stallholders, visitors, contractors). A dispute must first be raised directly. If unresolved within 14 days, either party may request mediation before commencing legal proceedings, with mediation costs shared equally unless otherwise agreed.
7 Limitation of liability
To the extent permitted by law, and subject to any rights a member has under the Rules and the Act and to any consumer guarantee that cannot lawfully be excluded, VSBA's total liability to any party is limited to the fees paid to VSBA by that party in the relevant financial year. VSBA is not liable for indirect, consequential, economic or reputational loss.
8 Governing law
These Terms are governed by the laws of Victoria, Australia. All parties submit to the non-exclusive jurisdiction of the Victorian courts.
Part A — Traders & Members
Applies to all VSBA members and Victoria Street traders engaging with VSBA programs, campaigns, events or services. This Part mirrors Part 3 of the Rules; where they differ, the Rules govern.
A1 Membership
Any person who supports the purposes of VSBA is eligible for membership. To apply, a person must give a written application to a committee member stating that they wish to join, support VSBA's purposes and agree to comply with the Rules; the application must be signed and may be accompanied by the joining fee (if any). The Committee decides by resolution as soon as practicable whether to accept or reject the application and notifies the applicant in writing; it is not required to give reasons for a rejection and must return any money accompanying a rejected application. A person becomes a member from the date on which both the Committee approves the membership and the joining fee (if any) is paid. VSBA must have at least 5 members at all times. [rr. 7–11]
A2 Obligations
Members and traders must:
- comply with the Rules and these Terms;
- act consistently with VSBA's purposes, values and code of conduct;
- pay any applicable fees or subscriptions by the due date;
- notify VSBA promptly of changes to contact details or relevant circumstances;
- not use VSBA membership, branding or resources for personal gain outside VSBA's purposes;
- declare any material personal interest where participating in VSBA decision-making;
- not engage in conduct prejudicial to VSBA's interests or reputation; and
- comply with all applicable laws, including food safety, consumer law and business licensing.
A3 Subscriptions and fees
At each annual general meeting VSBA determines the process for setting the annual subscription (if any) and the joining fee for the following financial year, and the date for payment. Fees are non-refundable once paid except as required by law. The membership rights of a member (including the right to vote) who has not paid the annual subscription by the due date are automatically suspended until the subscription is paid; VSBA will notify the member as a courtesy, but suspension operates under the Rules whether or not notice is given. A member is taken to have resigned if their subscription is more than 12 months in arrears or, where no subscription is payable, they do not confirm within 3 months of the Secretary's written request that they wish to remain a member. [rr. 12, 17]
A4 Member rights
A member entitled to vote may: receive notice of general meetings and of proposed special resolutions; submit items of business for a general meeting; attend and be heard at general meetings; vote; access the minutes of general meetings and other documents as permitted by the Rules; inspect the register of members; and participate in VSBA programs. A member is entitled to vote only if they are not an associate member, more than 10 business days have passed since they became a member, and their membership rights are not suspended. [rr. 13, 75]
A5 Associate members
Associate members are members under the age of 15 and any other category determined by special resolution. An associate member must not vote but may have other rights determined by the Committee or by resolution at a general meeting. [r. 14]
A6 Trader content
Traders authorise VSBA to use business names, logos, photographs and promotional content for VSBA campaigns. VSBA will not sell trader content or use it in a manner that damages the trader's reputation.
A7 Discipline, resignation and termination
VSBA may take disciplinary action against a member who fails to comply with the Rules, refuses to support VSBA's purposes, or engages in conduct prejudicial to VSBA. Disciplinary action follows the process in Part 3 Division 2 of the Rules: the matter is heard by a disciplinary subcommittee; the member receives written notice no earlier than 28 days and no later than 14 days before the disciplinary meeting; the member may attend, be heard and give a written statement; and the possible outcomes are no action, a reprimand, suspension of membership rights, or expulsion. A member may not be fined. A suspended or expelled member has a right of appeal to an appeal subcommittee. A member may resign at any time by written notice. No refund of fees is payable for the current membership period on resignation, suspension or expulsion. [rr. 19–24, 17]
Removal of an elected Committee member from office is a separate matter and can only be done by special resolution of a general meeting under the Rules — see Part D8.
Part B — Event Stallholders
Applies to all stallholders, food vendors, market traders and community stall operators at VSBA events, including the Lunar Festival, Moon Lantern Festival and Victoria Street Business Expo.
B1 Acceptance
Application does not guarantee a Site. A binding agreement is formed only when VSBA issues a Booking Confirmation (under delegated authority of the Committee) and full payment is received. By paying the stallholder fee, the Stallholder agrees to these Terms in full.
B2 Stallholder obligations
- Occupy the allocated Site for the full duration of trading hours; no early departure without written VSBA approval.
- Trade only within the allocated Site; no extension beyond the approved footprint without written approval.
- Ensure all staff, contractors and volunteers comply with these Terms.
- Maintain a clean, safe and tidy Site throughout bump-in, trading and bump-out.
- Manage queues so they do not obstruct pathways or emergency exits.
- Report hazards and incidents to VSBA staff or the Event Control Centre immediately.
- Stop trading immediately if directed by VSBA, security, Police, Fire or Ambulance.
- Follow all reasonable directions from VSBA officers, Council, Police and emergency services.
B3 Site & vehicle access
Bump-in and bump-out times are set in the Site Information Pack. No vehicles may move through the Event precinct while the public is present unless escorted. Bump-out must not commence until the public area is cleared and authorised by VSBA. Sites left unsatisfactorily may incur a cleaning fee.
B4 Fees & payment
Full payment is due within 14 days of invoice. Payment is by EFT to VSBA's nominated account only — no cash is accepted. All fees are in AUD inclusive of GST unless otherwise stated. Where payment is late or unpaid, the booking may be cancelled, and unpaid stallholders will be refused Site access on Event day.
B5 Insurance & permits — required before bump-in
Every Stallholder must hold Public Liability Insurance of at least $20 million per occurrence, with VSBA noted as an interested party. Food vendors must hold a valid Streatrader Statement of Trade for the Event site location. Stallholders must also hold any other licence required by law, including food registration, a liquor licence or an electrical certificate.
All documents must reach VSBA no later than 14 days before the Event. Failure to provide required documents results in immediate cancellation without refund.
B6 Safety standards
Electrical equipment must be tested and tagged; RCD protection is required; cables over pathways must be covered. Every cooking or high-risk stall must keep a serviceable dry-chemical fire extinguisher and fire blanket accessible and unobstructed at all times. Food vendors must comply with all City of Yarra and Victorian food safety requirements, including temperature controls, allergen information, handwashing facilities and wastewater management. LPG cylinders must be within test date, secured upright and away from ignition sources.
B7 Sustainability
Strictly prohibited: single-use plastic bags; plastic straws; polystyrene packaging; non-compostable serviceware. Stallholders must sort waste into the streams provided. Non-compliance may result in Council fines and exclusion from future VSBA events.
B8 Liability & indemnity
The Stallholder participates at their own risk and indemnifies VSBA, its committee members, officers, employees and volunteers against all claims, damages, losses, costs and expenses arising from the Stallholder's participation, acts, omissions or breach of these Terms. VSBA is not liable for theft, injury or loss to Stallholder stock or equipment except where caused by VSBA's proven negligence.
B9 Cancellations & refunds
Cancellation 180 days or more before the Event attracts a full refund less an administration fee. Cancellation 90–179 days before the Event attracts a 50% refund. Cancellation less than 90 days before the Event attracts no refund. Non-attendance, or removal for breach, forfeits all fees with no refund. Where VSBA cancels the Event, a full credit is issued toward a rescheduled event; no cash refund is payable for force majeure.
B10 Force majeure
VSBA may alter, postpone or cancel an Event due to weather, government direction, pandemic, loss of permits or any event beyond its reasonable control. No refund or compensation is payable in such cases. VSBA will offer a credit toward a rescheduled event where practicable.
Part C — Visitors, Classes & Workshops
Applies to all persons attending VSBA public events, festivals, cooking classes, workshops, seminars and community programs.
C1 Agreement
By attending or registering for any VSBA activity, visitors and participants agree to these Terms. For ticketed or registered activities, the booking constitutes acceptance. VSBA may refuse entry to, or remove, any person in breach of these Terms.
C2 Conduct
- Behave safely, respectfully and lawfully at all times.
- Follow all directions from VSBA staff, volunteers, marshals, security and emergency services.
- Do not bring alcohol, prohibited substances or weapons into VSBA events or venues.
- Do not enter restricted or staff-only areas without authorisation.
- Respect VSBA and trader property and equipment.
C3 Bookings & fees
Registrations are confirmed in writing by VSBA. Places are not guaranteed until confirmation is received. VSBA may cancel or reschedule an activity with reasonable notice.
Cancellation more than 2 weeks before the activity attracts a full refund or transfer to another session. Cancellation within 2 weeks attracts a 50% refund or a transfer, subject to availability. Cancellation less than 48 hours before the activity attracts no refund, with a transfer only if space permits. Non-attendance without notice attracts no refund. Where VSBA cancels or reschedules, participants receive a full refund or credit.
C4 Health, safety & allergens
Participants must disclose relevant health conditions, allergies or dietary requirements at registration and must not attend if unwell with a communicable illness. VSBA cannot guarantee that any activity or food is free from allergens. Participants with severe allergies should consult VSBA before attending. Participants must follow all instructor and safety directions, particularly in cooking environments involving heat, sharp utensils or open flames.
C5 Children
Children under 16 must be accompanied by a responsible adult (18+) at all times. The accompanying adult is responsible for the child's supervision and safety. VSBA staff and volunteers will not supervise unaccompanied minors.
C6 Photography & media
VSBA events and programs may be photographed or filmed for promotional purposes. By attending, visitors consent to incidental appearance in such content. Visitors who do not consent must notify staff on arrival. Participants must not photograph others without consent, or use VSBA event content commercially without written permission.
C7 Accessibility
Visitors requiring accessibility support should contact VSBA before the event at hello@victoriastreet.org.au. VSBA will make reasonable adjustments where practicable.
C8 Liability
Visitors and participants attend at their own risk. VSBA is not liable for personal injury, loss or damage arising from attendance except where caused by VSBA's proven negligence. Purchases from traders at VSBA events are transactions solely between the visitor and the trader; VSBA bears no responsibility for product quality, refunds or disputes.
C9 Class content & IP
Recipes, curricula and instructional materials provided in classes and workshops are VSBA's property. Participants may use materials for personal purposes only and must not reproduce, sell or commercially exploit them without written permission.
Part D — Committee Members & Staff
Applies to all elected and co-opted Committee members, working-group members, and paid or casual VSBA staff. This Part mirrors Part 5 of the Rules; where they differ, the Rules govern. Employment matters are also subject to the Fair Work Act 2009 (Cth) and the National Employment Standards.
D1 Duties
All Committee members and staff must:
- become familiar with the Rules and the Act, and act with reasonable care, skill and diligence;
- act in good faith, in the best interests of VSBA, and for a proper purpose;
- comply with the Rules, the Operations Manual, all VSBA policies and applicable law;
- attend meetings, come prepared, and complete assigned tasks within agreed timeframes;
- represent VSBA professionally in all public, government, media and community interactions;
- not make improper use of their position or of information acquired through it; and
- not commit VSBA to financial or contractual obligations outside their delegated authority.
Office-holders carry the specific duties set out in the Rules: the President (or Vice-President) chairs meetings (r. 46); the Secretary maintains the register and lodges documents with the Registrar (r. 47); and the Treasurer handles receipts, payments and financial records (r. 48). Committee members' general duties are set out in rule 45 and Part 6 Division 3 of the Act.
D2 Conflicts of interest
A Committee member with a material personal interest in a matter being considered must disclose the nature and extent of that interest to the Committee; must not be present while the matter is considered; and must not vote on it. The disclosure is recorded in the minutes and in the VSBA conflict of interest register, which records the member's name and position, a description of the interest, and a management plan to mitigate it. This does not apply to an interest a member has only as a member of a class for whose benefit VSBA is established, or in common with a substantial proportion of members. As good practice, all Committee members and staff complete an annual declaration of interests at the start of each financial year. [rr. 65, 66(2)(d)]
D3 Confidentiality
Committee members and staff must not share VSBA financial data, grant applications, legal matters, member information or stakeholder communications outside VSBA without authorisation. This obligation continues after the role ends. Breach may result in disciplinary action and potential legal liability.
D4 Use of resources
VSBA funds, equipment, systems, branding and information must be used only for legitimate VSBA purposes. Gifts or benefits from suppliers or stakeholders that could influence decisions must be disclosed to the Committee. Reasonable business hospitality need not be declared.
D5 Communications & media
Only the President, or a person specifically delegated in writing, may make public statements or speak to media on behalf of VSBA. All other Committee members and staff must refer media enquiries to the President or Media Liaison and must not post content on personal social media that could be mistaken for VSBA's official position or that could damage VSBA's reputation.
D6 Attendance
The Committee must meet at least four times each year, with at least 7 days' notice of each meeting. Committee members must attend all scheduled meetings and give apologies to the Secretary in advance. A Committee member who fails to attend 3 consecutive committee meetings (other than special or urgent meetings) without an approved leave of absence ceases to hold office under the Rules. The Committee may grant leave of absence for up to 3 months. [rr. 56(2)(b), 58, 59, 67]
D7 Induction & handover
New Committee members must complete induction within 30 days of election, receiving the Rules, Operations Manual, key policies and relevant briefings. When a role concludes, a written handover must be completed covering current project status; outstanding actions and deadlines; stakeholder contacts; system access credentials; and the location of key files. All VSBA property, materials and access must be returned or transferred immediately upon cessation of the role.
D8 Conduct & discipline
Elected and co-opted Committee members — removal from office. An elected Committee member may only be removed from office by special resolution of a general meeting, in accordance with the Rules and the Act; the member is entitled to make written representations to the Secretary or President and to have them provided to members or read at the meeting. A Committee member also vacates office by resignation, by ceasing to be a member, or by the attendance rule in D6. The internal process below may address conduct and make recommendations, but it cannot itself remove an elected Committee member. [rr. 39, 55(3)–(5), 56]
Staff — employment. Disciplinary action and termination of staff are handled under the process below and are subject to the Fair Work Act 2009 (Cth) and the National Employment Standards.
The process runs in five stages:
- Informal — the issue is raised directly, with an opportunity to resolve it without escalation.
- Formal notice — written notice of the specific concern, with an opportunity to respond in writing.
- Meeting — a meeting is held; a support person is permitted.
- Outcome — no action, formal caution, conditions imposed, suspension or termination (for staff), or a recommendation to the Committee (for elected members).
- Appeal — written appeal to the full Committee within 14 days of the written decision.
Part E — Contractors & Service Providers
Applies to all individuals and organisations engaged by VSBA to provide goods, services or labour, including event suppliers, marketing agencies, security, cleaning, first aid, traffic management, entertainment, design, content creation and consulting.
E1 Nature of engagement
These Terms apply together with the specific contract, purchase order or written engagement. The Contractor is an independent contractor, not an employee, partner or agent of VSBA. The Contractor is responsible for their own tax obligations, superannuation (where applicable under the Superannuation Guarantee (Administration) Act 1992 (Cth)) and all applicable legal compliance.
2 Delivery of services
- Provide qualified, competent personnel for the delivery of Services.
- Notify VSBA promptly of any anticipated delay, variation or inability to deliver as agreed.
- Do not subcontract Services without VSBA's prior written consent.
- Follow VSBA's reasonable directions and attend required briefings, inductions or planning meetings.
- Comply with VSBA's Event Site Rules, Emergency Management Plan and Traffic Management Plan where applicable.
E3 Insurance — required before commencement
The Contractor must hold Public Liability Insurance of at least $20 million per occurrence and, where applicable, Professional Indemnity cover of at least $1 million per claim. Workers' Compensation must be held as required by law for all personnel, and Products Liability as required by law where goods are supplied.
Certificates of currency must be provided no later than 14 days before commencement. Failure to maintain required insurance is a material breach.
E4 Safety & compliance
The Contractor must comply with the Occupational Health and Safety Act 2004 (Vic) and WorkSafe Victoria requirements. All personnel must be informed of, and comply with, VSBA event site safety requirements and emergency procedures. All plant and equipment must be registered, certified, tested and maintained to the required standard. Hazards, incidents and near misses must be reported to the VSBA Event Control Centre or an authorised officer immediately.
E5 Payment
Standard payment terms are 14 days from receipt of a valid invoice unless otherwise agreed. A valid invoice must include the VSBA name, an invoice number, the Contractor's ABN, a description of Services, the amount, GST details and bank details. GST-registered Contractors must issue a valid tax invoice; VSBA pays GST in addition to the agreed fee. Where an invoice is disputed, VSBA notifies the Contractor within 5 business days and pays undisputed amounts by the due date. Where a purchase order is required, the PO number must be quoted; invoices without a PO number may not be paid.
All VSBA expenditure is subject to the Committee's financial delegations and controls under Part 6 of the Rules (management of funds, and two-signatory requirements for negotiable instruments).
E6 Intellectual property
Deliverables created specifically for VSBA under the engagement vest in VSBA upon full payment. The Contractor retains ownership of pre-existing IP (Background IP) and grants VSBA a royalty-free, non-exclusive licence to use Background IP to the extent necessary to use the deliverables. The Contractor warrants that deliverables do not infringe third-party IP rights.
E7 Indemnity
The Contractor indemnifies VSBA, its committee members, officers, employees and volunteers against all claims, damages, losses, costs and expenses arising from any negligent act or omission of the Contractor or their personnel; any breach of these Terms or the engagement document; any failure to comply with applicable law; or any IP infringement arising from the Services.
E8 Termination
Either party may terminate for convenience with 14 days' written notice. VSBA may terminate immediately where the Contractor is in material breach and has not remedied it within 7 days of written notice, or where the Contractor becomes insolvent or unable to deliver. On termination, the Contractor must immediately cease Services, return all VSBA materials and property, and cooperate with any transition. VSBA will pay for Services properly delivered up to the termination date.
Approval & review
Adopted by the Committee of Victoria Street Business Association Incorporated under its management powers (Rules r. 42), to operate alongside the Rules of Association. To be reviewed annually, and whenever the Rules or the Act change.
Version: 2.0 — aligned to the VSBA Rules of Association
Approved by (Committee resolution): 20 May 2026
Next review: by 30 June (annually)
