TERMS AND CONDITIONS

  1. During the term Plasma-Tech Digital Solutions (Aust) Pty Ltd (“the Company”) will install at no cost to the Grantor a Magazine and Information Dispenser holder stand (“the Dispenser”) at the Grantor’s venue.
  2. The Dispenser shall only display advertising of the businesses of sponsors selected by the Company (“the Company’s adverts”).
  3. The Company warrants that the Company’s adverts shall not be in conflict or in competition with the Grantor’s business.
  4. The Grantor will provide the Company with a letter on the Grantor’s company letterhead paper stating Plasma Tech Digital Solutions are acting on a legitimate basis with the Grantor to approach local businesses to seek sponsorship of the product.
  5. In consideration of the Grantor agreeing and allowing the Company a designated area in the Grantor’s venue to install the Dispenser, the Company will:-
    1. install the Dispenser at the designated area;
    2. throughout the Term of this agreement maintain the Dispenser; and
    3. throughout the Term of this agreement supply free magazines to be held on the Dispenser including the sponsors’ support
    at no cost to the Grantor.
  6. Commission payment to the Grantor :-
    1. The Company shall pay the Grantor a commission in a sum equivalent to 5 percent of the gross advertising revenue received by the Company deriving from this agreement on the Payment Day in each Accounting Period.
    2. At the end of each Accounting Period, the Grantor will need to request from the Company the 5 percent relative figure of qualified advertising revenue generated, for the purpose of the Grantor to raise a commission invoice for 5% of the advertising revenue and provide same to the Company.
    3. For the purpose of this Clause 6:-
      1. the first Accounting Period shall be the period of 12 months commencing from the date of installation and placement of the Dispenser at the Grantor’s venue. The accounting period shall thereafter mean each period of 12 months starting at the end of the first accounting period.
      2. “Payment Day” shall mean the day falling 7 days from the receipt by the Company of the commission invoice from the Grantor.
  7. The Dispenser shall hold and display a range of magazines as agreed and selected by the Grantor. The Grantor may choose 4 different magazines to be displayed from a list to be supplied by the Company. In the event that any of the selected magazines becomes unavailable or ceases publication, the Grantor may replace its selection with other available magazines from the list and the Company shall substitute the Grantor’s new selection at no cost to the Grantor.
  8. The Company shall order the selected magazines and have them delivered to the Grantor’s venue every month at no cost to the Grantor.
  9. In consideration of the Company installing the Dispenser and supplying the magazines the Grantor agrees to refrain from removing the Dispenser from the designated area without prior written approval from the Company or cause to do anything that will affect the public visibility of the Dispenser within the venue.
  10. The Company shall maintain the Dispenser and any ancillary equipment at no costs to the Grantor.
  11. The Dispenser and all ancillary equipment to install the Dispenser installed by the Company shall at all times remain the property of the Company.
  12. The Grantor shall promptly notify the Company if it comes to the Grantor’s attention that the Dispenser requires maintenance, repair or servicing.
  13. The Grantor shall allow access to the Company and its authorised representatives to enter the Grantors business premises or venue at all times during normal trading hours for the purpose of inspecting, servicing, maintaining and repairing the Dispenser.
  14. The rights granted by the Grantor to the Company for the installation of the Dispenser are given solely and exclusively for the benefit of the Company.
  15. If the Company shall fail to secure sufficient sponsorship, the installation and placement of the Dispenser will not take place. The Company may remove the Dispenser and terminate all agreement if sufficient sponsorship is not maintained.
  16. Each of the parties acknowledges that, in entering into this agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided for in this agreement.
  17. This agreement contains the whole agreement between the parties in respect of the provision, installation and placement of the Dispenser and the magazines. This agreement supersedes any prior written or oral agreement between the parties relating to it and the parties confirm that they have not entered into this agreement on the basis of any representations that are not expressly incorporated in this agreement.
  18. The Grantor shall not assign, delegate, subcontract, mortgage, charge or otherwise transfer any of its rights or obligations under this agreement without the prior written approval of the Company.
  19. Neither party shall have any liability or be deemed to be in breach of this agreement for any delays or failure in performance of this agreement which result from circumstances beyond the reasonable control of that party. The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay in or failure in performance and when they cease to do so.
  20. The validity, construction and performance of this agreement shall be governed by the laws of Queensland, Australia. Any dispute arising under or in connection with this agreement shall be subject to the non-exclusive jurisdiction of the Australian courts to which the parties to this agreement hereby submit.
  21. The Term of this agreement shall be for the period of 3 years (“the Term”). The parties agree that this agreement shall continue thereafter for successive terms of additional 3 years each unless and until terminated by the Grantor by notice in writing. If the Grantor does not wish to continue this agreement after the expiry of the Term, a notice in writing must be served to the Company no later than 12 months before the expiry of the Term. The effective date of termination of this agreement shall commence on whichever is the earlier of the following, and at such time the Dispenser shall be removed from the Grantor’s venue:-
    1. 2 years from the receipt of the termination notice after initial term; or
    2. expiration of the term of the sponsorship agreement(s) between the Company and the sponsors. The Company shall not renew the sponsorship agreement with the respective sponsors after a notice of termination is received from the Grantor.
  22. Any notice to be given under this agreement shall be in writing and shall be sent by registered mail service to the address of the relevant party set out in this agreement or to such other address as that party shall from time to time notify to the other party in accordance with this clause. Such Notice shall be treated as being served two business days after the date of posting.
  23. Any dispute, controversy or claim arising out of, relating to or in connection with this contract, including any question regarding its existence, validity or termination, shall be resolved by arbitration in accordance with the ACICA Arbitration Rules. The seat of arbitration shall be in Brisbane, Australia. The language of the arbitration shall be English.