Licence Agreement Terms and Conditions

 

Recitals

A.        The Licensor is the director/directors and licensed person of Alert Property Group Pty Ltd (Easy Agent)

B.        On the request of the Guarantor, the Licensor has agreed to grant a licence to the Licensee to operate the Easy Agent business in Australia.

C.        The Guarantor has agreed to provide a guarantee and indemnity for the performance of the Licensee’s obligations under this agreement.

 

Addendums

The following Addendums form part of this agreement:

Addendum 1                  Definitions and interpretation

 

It is agreed:

1          Definitions and Interpretation

(a)       The words and phrases used in this agreement have the meanings as set out in Schedule 1.

(b)       In the interpretation of this agreement, the rules set out in Schedule 1 will apply.

2          Licence

2.1      Licence

Subject to the Licensee complying with this agreement, the Licensor grants a licence to the Licensee to:

(a)       provide the Services under the Trade Marks in the Territory;

(b)       advertise Listings on the:

(i)        Easy Agent Websites; and

(ii)       Subscribed Listing Websites,

for the Licence Term.

2.2      Sub-licences

The Licence does not include the right to grant sub-licences.

2.3      Unlimited licences

(a)       The Licensor covenants that during the Licence Term it will not be limited to grant more Licences in the Territory.

(b)       The Licensor reserves its right to provide the Services under the Trade Marks inside and outside the Territory.

2.4      Territory

(a)       The Licensee must maintain a home office(no shop fronts allowed) in the Territory during the Licence Term.

(b)       Subject to clause 2.4(c), the Licensee may have Listings inside and outside the Territory.

(c)       The Licensee must deliver the same level of service, time and attention to a Listing outside the Territory as it would devote to a similar Listing within the Territory.

(d)       The Licensee must refer all Listings and potential Listings outside the Territory that the Licensee can not properly service in accordance with clause 2.4(c) to the Licensor or another Licensee within the Territory of that Listing.

2.5      Licensee’s obligations

The Licensee must:

(a)       not use any trade marks in connection with the Services other than the Trade Marks;

(b)       ensure that the Branding, Trade Marks and Domain Names appear on all promotion material for the Services;

(c)       ensure that no advertising or promotional material produced under this agreement contravenes the Trade Practices Act 1975 (Cth) or similar legislation relevant to the promotion of the Services;

(d)       use its best endeavours to maximise the Sales Commissions; and

(e)       only use the Trade Marks as permitted by this agreement.

3          Services

3.1      Services

(a)       The Trade Marks represent valuable goodwill distinctive of the Licensor’s business and reputation.  The Licensor may introduce from time to time, standards of quality and service regarding the provision of Services so as to protect the distinction and goodwill represented and symbolised by the Trade Marks.

(b)       The Licensee must provide the Services to at least the quality and level required by any applicable legislation and that a prudent business person in the business of providing the Services.

3.2      Principal

(a)       The Licensee appoints the Principal as the person responsible for providing the Services on behalf of the Licensee.

(b)       The Licensee must not change the Principal without the prior written consent of the Licensor (selling of their business line).

3.3      Training

(a)       The Principal and any other employees of the Licensee that provide the Services must complete the Induction Training.

(b)       The Licensee will receive free induction training course held at a convenient location for all parties.

(c)       Optional Advanced Training is available for the Licensee for a Fee.

4          Websites

4.1      The Alert Property Group  Website

(a)       The Licensor has established and will maintain an internet website to advertise and promote the Alert Property Group brand, the Services and the Listings (Alert Property Group Website).

(b)       The Licensee will input the Listing Data for each Listing into a licensee only section of the Alert Property Group Website

(c)       The licensee only section of the Alert Property Group Website will require a user name and password provided by the Licensor to access the licensee section.

(d)       The Licensee grants to the Licensor a royalty free, non-exclusive, perpetual, worldwide licence to use the Listing Data for any purpose.  The Licensor warrants that it has the right to grant the Licensee the Licence in this clause 4.1(d).

(e)       All features of the Alert Property Group Website, including the Domain Name, content, format, links to other websites will be determined by the Licensor in its absolute discretion.

(f)        The Licensor has the absolute right to modify, suspend or temporarily disable the Alert Property Group Website at any time in its sole discretion.

(g)       The Licensee may establish (at its own expense) its own website to advertise the Listings and the Licensee’s Services (Licensee Website) and the Licensor may include a link on the Alert Property Group Website to the Licensee Website. This is in addition to the satellite websites supplied as part of the Licensee Agreement.

4.2      Subscribed Listing Websites

(a)       The Licensor will upload the Listing Data provided under clause 4.1(b) onto the Subscribed Listing Websites within two Business Days of receiving the Listing Data.

(b)       The Licensor may in its absolute discretion change the Subscribed Listing Websites at any time by notice to the Licensee.

5          Fees

5.1      Initial Establishment Fee

(a)       The Licensee must pay the Licensor the Initial Establishment Fee in full upon execution of this agreement.

(b)       This agreement will not commence until the Initial Establishment Fee has been paid in full.

(c)       Deposits are non refundable

5.2      Monthly Maintenance Fee

(a)       The Licensee must pay the Licensor the Monthly Maintenance Fee on or before the first day of each calendar month.

(b)       Subject to clause 5.2(c), on each 1 July during the Term (other than the first), the Monthly Maintenance Fee may increase in accordance with the formula set out below:

Monthly Maintenance Fee = (B ÷ C) x D

Where:    

B is the CPI for the March – June quarter immediately prior the 1 July review date;

C is the CPI for the March – June quarter in the preceding year; and

D is the Monthly Maintenance Fee payable in the previous month.

(c)       If the calculation under clause 5.2(b) would result in a decrease to the Monthly Maintenance Fee, the Monthly Maintenance Fee will remain the same as the Monthly Maintenance Fee payable in the previous month.

5.3      Commission

(a)       The Licensee is not required to pay the Licensor the Commission(administration fee) on any settled sales.

5.4      Training Fees

(a)       The Licensee must pay any Training Fees incurred for the Licensee or its staff to attend any Training.

(b)       The Licensee will be advised of the Training Fees prior to each Training session prior to the commencement of the Training.

6          Term and Termination

6.1      Term

This agreement commences on the Commencement Date and continues for the Licence Agreement Period(10 years + 10 years) unless terminated earlier in accordance with this clause 6.

6.2      Termination for breach

(a)       If:

(i)        the Licensee commits a breach of this agreement;

(ii)       the Licensee fails to maintain all the necessary licences and approvals required to provide the Services; or

(iii)      an Insolvency Event occurs in relation to the Licensee,

then the Licensor may terminate this agreement by notice to the Licensee in which case this agreement will terminate on the date specified in that notice or, if no date is specified, immediately.

(b)       If the Licensor commits a material breach of a fundamental term of the agreement that has a material and adverse affect on the Licensee and fails to remedy that breach within 60 days of receiving notice from the Licensee requiring that the Licensor remedy that breach, then the Licensee may terminate this agreement by notice to the Licensor in which case this agreement immediately is at an end.

(c)       If the licensee fails to maintain the Monthly Maintenance Fee.

6.3     Termination by notice.

          The Licensee may terminate this agreement by giving at least 30 days notice to the other party prior to the expiry of the Initial Period.

 

7          Warranties

7.1      Capacity warranties

The Licensee warrants, and it is a condition of this agreement that:

(a)       it has the power to own its assets and to provide the Services;

(b)       it has the full power and authority to enter into and perform its obligations under this agreement;

(c)       it has taken all necessary action to authorise the execution, delivery and performance of this agreement in accordance with its terms;

(d)       the execution, delivery and performance by it of this agreement does not and will not violate any encumbrance or document which is binding upon it or any assets of it;

(e)       no litigation, arbitration, dispute or administrative proceeding has been commenced, is pending or to its knowledge threatened, by or before any Government Agency, and no judgment or award has been given, made or is pending, by or before any Government Agency, which in any way questions its power or authority to enter into or perform its obligations under this agreement; and

(f)        it does not, and its assets do not, enjoy immunity from any suit or execution.

7.2      Intellectual property warranties

The Licensor warrants that to the best of the Licensor’s actual knowledge as at the date of this agreement without having made any enquiries, the Licensor had the right and authority to provide the Licensee with the rights described in clause 2.

8          Confidentiality

8.1      Obligations of confidence

Each party agrees to keep confidential, and not to use or disclose, other than as permitted by this agreement, any Confidential Information of the other party provided to or obtained by that party prior to or after entry into this agreement.

8.2      Exclusions

The obligations of confidence in clause 8.1 do not apply to Confidential Information:

(a)       that is required to be disclosed by applicable law, or under compulsion of law by a court or Government Agency or by the rules of any relevant stock exchange or regulator, as long as the disclosing party:

(i)        discloses the minimum amount of Confidential Information required to satisfy the law or rules; and

(ii)       before disclosing any information, gives a reasonable amount of notice to the other party and takes all reasonable steps (whether required by the other party or not) to maintain such Confidential Information in confidence;

(b)       that is in the public domain otherwise than as a result of a breach of this agreement or other obligation of confidence; or

(c)       that is already known by, or rightfully received, or independently developed, by the recipient of that Confidential Information free of any obligation of confidence.

8.3      Restriction on disclosure

(a)       Each party may use and disclose Confidential Information of the other party only:

(i)        with the prior written consent of the other party; or

(ii)       to that party’s directors, agents, professional advisors, employees, contractors and permitted sub-contractors solely for the exercise of rights or the performance of obligations under this agreement.

(b)       If either party discloses Confidential Information under clause 8.3(a), that party must ensure that such information is kept confidential by the person to whom it is disclosed.

8.4      Injunctive relief

Each party acknowledges that:

(a)       the other party may suffer financial and other loss and damage if any unauthorised act occurs in relation to Confidential Information of the other party, and that monetary damages would be an insufficient remedy; and

(b)       in addition to any other remedy available at law or in equity, the other party is entitled to injunctive relief to prevent a breach of, and to compel specific performance of this clause 8.

9          Maintenance and inspection of records

9.1      Records

(a)       The Licensee will maintain for a period of seven years separate and accurate records and accounts of:

(i)        the provision of the Services;

(ii)       the Sales Commission earned on each Listing; and

(iii)      any other information reasonably required by the Licensor relevant to the provision of the Services and the determination of the Commission.

(b)       Such separate and accurate records and accounts will be in sufficient detail so that the Licensor need not refer to the other records and accounts of the Licence.

9.2      Audit

The Licensee will permit an accountant or auditor of the Licensor from time to time during ordinary business hours to inspect and verify all or any records required to be maintained by the Licensee under clause 9.1 and the Licensee will give all assistance necessary to such accountant or auditor to carry out such inspection and verification and permit such accountant or auditor to take copies of any such records.

10       Limitation of liability

10.1    Limitation

Subject to clause 10.2, the Licensor excludes any liability for any loss or damage, however caused (including by the negligence of the Licensor), suffered by the Licensee in connection with this agreement including Consequential Loss, loss of profits or loss or corruption of data.

10.2    Trade practices

If the Trade Practices Act 1974 (Cth) or any other legislation implies a condition or warranty into this document in respect of goods or services supplied, and the Licensor’s liability for breach of that condition or warranty may not be excluded but may be limited, clauses 10.1 and 11.1 do not apply to that liability and instead the Licensor’s liability for such breach is limited to, in the case of a supply of goods, the Licensor replacing the goods or supplying equivalent goods or repairing the goods, or in the case of a supply of services, the Licensor supplying the services again or paying the cost of having the services supplied again.

11       Indemnity

11.1    Indemnity

The Licensee is liable for, and indemnities the Licensor from and against, all loss or damage (including legal costs) incurred or suffered by the Licensor however caused in connection with:

(a)       a breach of this agreement by the Licensee;

(b)       any unlawful or negligent act or omission of the Licensee, its officers, employees or agents in the performance of this agreement; or

(c)       use of the Trade Marks or Alert Property Group Website by the Licensee or a third party who gained access from the Licensee.

11.2    Continuing obligation

Each indemnity contained in this agreement is a continuing obligation notwithstanding:

(a)       any settlement of account; or

(b)       the occurrence of any other thing, and it is not necessary for the Licensor to incur expense or make payment before enforcing or making a claim under an indemnity.

12       Guarantee

12.1    Guarantee provisions

The Guarantor unconditionally and irrevocably guarantees to the Licensor:

(a)       the Licensee’s payment of any money the Licensee is required to pay;

(b)       the Licensee’s performance and observance of the Licensee’s obligations; and

(c)       the Licensee’s payment of any damages payable by the Licensee for the Licensee’s failure or delay to fulfil any of the Licensee’s obligations, under this agreement.

12.2    Default

If the Licensee defaults in:

(a)       the payment of any amount due under this agreement, the Guarantor must pay that amount to the Licensor on demand; or

(b)       the performance and observance of any of the Licensee’s other obligations under this agreement, the Guarantor must pay to the Licensor on demand all losses, damages, expenses and costs which the Licensor is entitled to recover because of that default, whether or not the Licensor has exercised or exhausted the Licensor’s remedies for their recovery from the Licensee.

12.3    Indemnity

As a separate and additional liability, the Guarantor indemnifies the Licensor in respect of:

(a)       all Liabilities incurred by the Licensor arising directly or indirectly out of any default or delay by the Licensee in the performance and observance of the Licensee’s obligations under this agreement; and

(b)       any money payable under this agreement (including money which would have been payable if it were recoverable) which is not recoverable from the Licensee for any reason and whether or not:

(i)        any transaction relating to any money payable under this agreement was void or illegal or has been avoided; or

(ii)       anything relating to that transaction was or ought to have been known to the Licensor.

12.4    Continuing obligation

This clause  contains a continuing guarantee and indemnity despite any settlement of account, intervening payment or anything else until all money payable under this agreement has been paid in full, and all the Licensee’s other obligations under this agreement have been performed and observed.

13       Non-compete

13.1    Non Compete

The Licensee and each of the Guarantors undertake that they will not:

(a)       directly or indirectly;

(b)       by themselves or jointly with or on behalf of any other person, corporation or trust;

(c)       through an agent, independent contractor or employee; or

(d)       on any account or pretext or by any means whatsoever,

conduct any Restraint Business within the Restraint Area for the Restraint Period(refer Schedule 2 and Addendum 1 - Definitions and interpretations)

13.2    Acknowledgement

The Licensee and the Guarantors acknowledge that the restraints contained in this clause 13 are fair and reasonable and required by the Licensor to protect its goodwill, reputation, intellectual property and financial interests.

14       Disputes

14.1    No arbitration or court proceedings

If a dispute arises out of or in relation to this agreement (Dispute) no party to the Dispute (Disputant) will start arbitration or court proceedings (except proceedings seeking interlocutory relief) unless it has complied with this clause 14.

14.2    Notice

A party claiming that a Dispute has arisen must notify each other Disputant in writing giving details of the Dispute and its proposal for a resolution.

14.3    Initial Period

For a 14 day period after a notice is given (Resolution Period) each Disputant must use all reasonable endeavours to resolve the Dispute.

14.4    Appointment of mediator

If the Dispute remains unresolved at the end of the Resolution Period, it must be referred for mediation at the request of any Disputant to:

(a)       a person agreed on by the Disputants; or

(b)       if agreement is not reached within seven days of the end of the Initial Period, a mediator nominated by the then Chairman of QCAT or the Chairman’s nominee.

14.5    Role of mediator

The role of any mediator is to assist in negotiating a resolution of the Dispute.  A mediator may not make a decision that is binding on a Disputant unless that Disputant has agreed to this in writing.

14.6    Venue and representation

Unless otherwise agreed between the Disputants:

(a)       the mediation will take place on the Gold Coast; and

(b)       the Disputants will be entitled to legal representation.

14.7    Timeframe

Each Disputant will use all reasonable endeavours to resolve the Dispute through mediation as soon as is practical, including, but not limited to, providing the mediator with all information relevant to the Dispute.

14.8    Confidentiality

Any information or documents disclosed by a Disputant under this clause must be kept confidential and may not be used except to attempt to resolve the Dispute.

14.9    Costs

Each Disputant must bear its own costs of complying with this clause 14 and the Disputants must bear equally the mediator’s costs.

14.10 Termination

If the Dispute is still not resolved within 30 days of appointment of the mediator, a Disputant that has complied with clauses 14.1 to 14.8 may terminate the dispute resolution process by giving notice to each other Disputant.

14.11 Breach of this clause

If, in relation to a Dispute, a Disputant breaches any provision of clauses 14.1 to 14.8, each other Disputant need not comply with those clauses in relation to that Dispute.

 

15       Notices

15.1    Service of notices

A notice, demand, consent, approval or communication under this document (Notice) must be:

(a)       in writing, in English and signed by a person duly authorised by the sender; and

(b)       hand delivered or sent by prepaid post or facsimile to the recipient's address for Notices under clause 15.3, as varied by any Notice given by the recipient to the sender.

15.2    Effective on receipt

A Notice given in accordance with clause 15.1 takes effect when received (or at a later time specified in it), and is taken to be received:

(a)       if hand delivered, on delivery;

(b)       if sent by prepaid post:

(i)        within Australia, the second Business Day after the date of posting; or

(ii)       to or from a place outside Australia, on the seventh Business Day after the date of posting;

(c)       if sent by facsimile, when the sender’s facsimile system generates a message confirming successful transmission of the entire Notice unless, within eight Business Hours after the transmission, the recipient informs the sender that it has not received the entire Notice;

(d)       if sent by email transmission, at the time that would be the time of receipt under the Electronic Transactions Act 1999 (Cth),

but if the delivery, receipt or transmission is not on a Business Day or is after 4:30pm on a Business Day, the Notice is taken to be received at 9.00am on the next Business Day.

15.3    Address of parties

Unless varied by Notice, the parties addresses and other details are:

(a)       if to the Licensor:

Attention:  Legal Dept

Address:   PO Box 760

         Surfers Paradise QLD 4217

Facsimile: (07) 3011 1074

Email:       info@easyagent.net.au

(b)       if to the Licensee, the details specified in Schedule 2; and

(c)       if to the Guarantor, the details specified in Schedule 2.

16       GST

16.1    Interpretation

In this clause 16, a word or expression defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) has the meaning given to it in that Act.

16.2    GST gross up

If a party makes a supply under or in connection with this document in respect of which GST is payable, the consideration for the supply but for the application of this clause 16.2 (GST exclusive consideration) is increased by an amount equal to the GST exclusive consideration multiplied by the rate of GST prevailing at the time the supply is made.

16.3    Reimbursements

If a party must reimburse or indemnify another party for a loss, cost or expense, the amount to be reimbursed or indemnified is first reduced by any input tax credit the other party is entitled to for the loss, cost or expense, and then increased in accordance with clause 16.2.

16.4    Tax invoice

A party need not make a payment for a taxable supply made under or in connection with this agreement until it receives a tax invoice for the supply to which the payment relates.

17       Miscellaneous

17.1    Alterations

This agreement may only be altered in writing signed by each party.

17.2    Approvals and consents

Except where this agreement expressly states otherwise, a party may, in its discretion, give conditionally or unconditionally, or withhold, any approval or consent under this agreement.

17.3    Assignment

(a)       The Licensee must not assign, in whole or in part, or novate the Licensee’s rights and obligations under this agreement without the prior consent of the Licensor.

(b)       The Licensor may assign its interest under this agreement.

(c)       If required by the Licensor, the Licensee must enter into a deed of novation with the Licensor and a third party nominated by the Licensor on terms specified by the Licensor.

17.4    Costs

Each party must pay its own costs of negotiating, preparing and executing this document and any other instrument or document executed to give effect to this document.

17.5    Stamp Duty

Any stamp duty, duties or other taxes of a similar nature (including fines, penalties and interest) in connection with this document or a transaction contemplated by this agreement, must be paid by the Licensee.

17.6    Survival

Any indemnity or obligation of confidentiality under this agreement is independent and survives termination of this agreement. Any other term by its nature intended to survive termination of this agreement survives termination of this agreement.

17.7    Counterparts

This agreement may be executed in counterparts. All executed counterparts constitute one agreement.

17.8    No merger

The rights and obligations of the parties under this agreement do not merge on completion of any transaction contemplated by this agreement.

17.9    Entire agreement

This agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.

17.10 Further action

Each party must do, at its own expense, everything reasonably necessary (including executing documents) to give full effect to this agreement and the transactions contemplated by it.

17.11 Waiver

A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy.  A single or partial exercise by a party of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.

17.12 Relationship

(a)       Except where this agreement expressly states otherwise, this agreement does not create a relationship of employment, trust, agency or partnership between the parties.

(b)       The Licensee must not describe itself or hold itself out as the agent of the Licensor and the Licensor can not be or become liable whatsoever for the provision of the Services or other transactions entered into by the Licensee with any third parties.

(c)        

17.13 Governing law and jurisdiction

This agreement is governed by the law of Queensland and each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland.

 

 

Addendum 1  - Definitions and interpretation

Definitions

Business Day

means a day other than Saturday, Sunday or public holiday in the State of Queensland.

Business Hours

means from 9.00am to 5.00pm on a Business Day.

Claim

means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, under statute or otherwise.

Commencement Date

means the date of this agreement.

Commission Payable

means the amount calculated in accordance with the Monthly Maintanence Plan selected in Schedule 2.

Commission Rate

means the percentage specified in Monthly Maintanence Plan in Schedule 2.

Confidential Information

of a party means any information:

(a)       relating to the business and affairs of that party;

(b)       relating to the customers, clients, employees, sub-contractors or other persons doing business with that party;

(c)       which is by its nature confidential;

(d)       which is designated as confidential by that party; or

(e)       which the other party knows or ought to know, is confidential,

and includes the terms of this agreement, all trade secrets, know-how, financial information and other commercially valuable information of that party.

Consequential Loss

means:

(a)       indirect loss;

(b)       loss of revenues;

(c)       loss of reputation;

(d)       loss of actual or anticipated savings;

(e)       lost opportunities, including opportunities to enter into arrangements with third parties;

(f)        loss or damage in connection with claims against the Licensee by third parties.

CPI

means the All Groups Consumer Price Index, Australia.

Domain Name

means www.alertproperty.com.au and any other domain names which the Licensor notifies the Licensee is a ‘Domain Name’.

Fees

means the:

(a)       Initial Establishment Fee;

(b)       Licence Fee

(c)       Monthly Maintenance Fee;

(d)       Commission Payable; and

(e)       Training Fees.

Government Agency

means:

(a)       a government or government department or other body;

(b)       a government, semi-governmental or judicial person; or

(c)       a person (whether autonomous or not) who is charged with the administration of a law.

GST

has the meaning given to that term in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Infringement

means any actual, suspected or threatened infringement of the Trade Marks or related passing off or breach of the Trade Practices Act 1974 (Clth) or any State Fair Trading Act.

Initial Licence Fee

means the amount specified in Schedule 2.

Initial Period

means the initial Licence Agreement period as specified in Schedule 2.

Insolvency Event

means, in relation to a party, the occurrence of any one or more of these events in relation to that party:

(a)       except for the purpose of a solvent reconstruction or amalgamation which has the prior written consent of the other party:

(i)        process is filed in a court seeking an order that it be wound up or that a receiver be appointed to it or any of its assets, unless the application is withdrawn, struck out or dismissed within 15 Business Days of it being filed;

(ii)       an order is made that it be wound up or that a receiver be appointed to it or any of its assets; or

(iii)      a resolution that it be wound up is passed or proposed;

(b)       a liquidator, provisional liquidator, administrator, receiver or any similar official is appointed to, or takes possession or control of, all or any of its assets or undertaking or any step is taken to effect any of these things;

(c)       it enters into, or resolves to enter into, an arrangement, compromise or composition with any class of its creditors, or process is filed in a court seeking approval of any such arrangement, compromise or composition;

(d)       any action is taken by a Government Agency with a view to cancelling its registration or to dissolving it;

(e)       it is insolvent or it otherwise states that it is unable to pay its debts, or it is presumed to be insolvent under any applicable law;

(f)        it stops or suspends the payment of all or a class of its debts;

(g)       it stops or suspends the conduct of all or a substantial part of its business or threatens to do so; or

(h)       anything having a substantially similar effect to any of the events specified in the preceding paragraphs happens to it under the law of any jurisdiction.

Alert Property Group Website

has the meaning given to that term by clause 4.1(a).

Licence

means the licence granted under clause 2.1.

Licensee Website

has the meaning given to that term by clause 4.1(g).

Listing Data

means all information and photographs advertising a Listing and includes:

(a)       [Unique property information];

(b)       [Form 6 listing authority];

(c)       [any other legislative requirements].

Listing

means a property or business that the Licensee has a been engaged by the owner to act as sales agent.

Maximum Licence Number

means the maximum number per agreement is 1

Monthly Maintenance Fee

means the amount specified in Schedule 2.

Principal

means the person specified in Schedule 2.

Restraint Area

means the area specified in Schedule 2.

Restraint Business

means a business of the provision of the Services or any part of the Services.

Restraint Period

means the period specified in Schedule 2.

Rollover Period

means:

(a)       the period specified in Schedule 2 from the expiry of the Initial Period; and

(b)       each subsequent period of this length following the expiry of a ‘Rollover Period’.

Sales Commission

means the commission received by the Licensee in connection with providing the Services for the relevant period.

Services

means:

(a)       real estate services;

(b)       brokerage of business and real estate;

(c)       consultation and advisory services relating to the sale and purchase of real estate and businesses; and

(d)       agency services for vendors in marketing, advertising and otherwise facilitating sales and acquisitions of real estate and businesses.

Subscribed Listing Websites

means the websites available at the following domain names:

(a)       www.realestate.com.au;

(b)       www.domain.com.au;

(c)       Various others;

Term

means the Initial Period as per Schedule 2.

Territory

means the area specified in Schedule 2.

Trade Marks

means:

(a)       the trade marks specified in Schedule 2;

(b)       all derivations and variations of those trade marks; and

(c)       all other trade marks notified in writing by the Licensor to the Licensee.

Training

means individual or group training consultation.

Training Fee

means the cost for the provision of any additional Training as notified to the Licensee by the Licensor prior to the relevant induction training.

Interpretation

Words and expressions

In this agreement, unless the context requires otherwise:

(a)       the singular includes the plural and vice versa;

(b)       words denoting any gender include all genders;

(c)       if a word or phrase is defined, its other grammatical forms have a corresponding meaning;

(d)       a reference to a party, clause, paragraph, schedule or annexure is a reference to a party, clause, paragraph, schedule or annexure of this document;

(e)       a reference to this agreement includes any schedules or annexure;

(f)        a reference to any document or agreement includes a reference to that document or agreement as amended, novated, supplemented, varied or replaced from time to time;

(g)       a reference to a time is a reference to Australian Eastern Standard Time;

(h)       a reference to a party includes its executors, administrators, successors, substitutes (including persons taking by novation) and permitted assigns;

(i)         the meaning of general words is not limited by specific examples introduced by includingfor example or similar expressions;

(j)         a reference to writing includes any method of representing words, figures or symbols in a permanent and visible form;

(k)       words and expressions denoting natural persons include bodies corporate, partnerships, associations, firms, governments and governmental authorities and agencies and vice versa; and

(l)         a reference to any legislation or to any provision of any legislation includes:

(i)        any modification or re enactment of the legislation;

(ii)       any legislative provision substituted for, and all legislation, statutory instruments and regulations issued under, the legislation or provision; and

(iii)      where relevant, corresponding legislation in any Australian State or Territory.

Other rules of interpretation

In this agreement:

(a)       (headings) headings are for convenience and do not affect interpretation;

(b)       (background) the background or recitals to this agreement are adopted as and form part of this document;

(c)       (construction) a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this agreement or any part of it;

(d)       (Business Days) if:

(i)        the day on or by which any act, matter or thing is to be done is a day other than a Business Day, the act, matter or thing will be done on the next Business Day; and

(ii)       any money falls due for payment on a date other than a Business Day, that money will be paid on the next Business Day (without interest or any other amount being payable in respect of the intervening period); and

(e)       (inconsistency within document) if a clause of this agreement is inconsistent with a schedule or annexure of this agreement, the clause prevails to the extent of the inconsistency.

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