Through the acceptance of the application by the RFBAQ the parties agree to the following:-
1.1 Definitions1.2 Interpretation of this AgreementIn this Agreement, unless the context otherwise requires:-
'Advertisement' means the display of advertising products and/or services on the Website according to the selections made by the Advertiser on the Rate Card.
'Advertiser' means a person includes a firm, trust, unincorporated association, corporation and a government or statutory body or authority who has made application to become a corporate sponsor of the RFBAQ.
'Advertising Material' means any material submitted by an Advertiser to RFBAQ in relation to its selected package.
'Associations' means Rural Fire Brigades Association Queensland Inc (RFBAQ).
"Authorised Officer" means a director, secretary or manager.
'Commencement Date' means the calendar date on which your sponsorship application is approved by the RFBAQ.
"Business Day" means Monday, Tuesday, Wednesday, Thursday or Friday other than a day gazetted to be a holiday in Queensland.
'Copyright' means: -
a) any copyright under the Copyright Act 1968 (Cth);
b) any copyright under the law of the country other than Australia; and
c) rights analogous to the rights in (a) and (b) under the law of Australia or any other country (including future copyright and rights in the nature of all analogous to copyright).
"Agreement" means this Agreement and any Rate Card.
'Intellectual Property Rights' means any and all intellectual and industrial protection rights throughout the world including: -
a) any confidential information;
b) copyright (past, present and future copyright and rights in the nature of an analogous to copyright);
c) inventions (including patents);
d) trade marks and service marks; and
e) designs, circuit layouts.
'Internet Service Provider' means the operator of the Intranet site.
'Intranet' means the restricted access network of the Association listed on the Rate Card.
"Package" means the options selected by the Advertiser on the Rate Card.
'Rate Card' means the RFBAQ rate card as updated from time to time listing the available Intranet sites, advertising products available and size of advertising products available together with pricing.
'System' means the information technology systems of the Associations.
'Term' means the term of 12 months from the Commencement Date.
1.2.1 Unless expressed to the contrary, words importing: -1.3 Headings(a) the singular include the plural and vice versa;1.2.2 if a word or phrase is defined, cognate words and phrases have corresponding definitions;
(b) any gender include the other genders;
1.2.3 a reference to(a) a person includes a firm, unincorporated association, corporation and a government or statutory body or authority;1.2.4 a consent or notice is to be in writing unless otherwise stated;
(b) a person includes legal personal representatives, successors and permitted assigns;
(c) a statute, ordinance, code or other law includes regulations and other statutory instruments under it and consolidations, amendments, re enactments and replacements of any of them;
(d) a right includes a benefit, remedy, discretion, authority or power;
(e) an obligation includes a warranty or representation and a reference to a failure to observe or perform an obligation includes a breach of warranty or representation;
(f) time is to local time in Queensland;
(g) $ or "dollars" is a reference to the lawful currency of Australia;
(h) writing includes any mode of representing or reproducing words in tangible and permanently visible form and includes facsimile transmissions;
(i) any thing (including, without limitation, any amount) is a reference to the whole or any part of it and a reference to a group of things or persons is a reference to any one or more of them;
(j) all parties, clauses or Rate Cards unless otherwise provided, is a reference to the parties, clauses or Rate Cards of or to this Agreement;
1.2.5 in calculating time under this Agreement the term "day" means calendar day unless the contrary appears. If any period of time expires on a Saturday, Sunday or gazetted holiday for the City of Brisbane, then the period will be taken to expire on the next Business Day. The term "year" means a calendar year of 365 or 366 days as the case may be.
Headings do not affect the interpretation of this Agreement.
2.1 The Associations have provided SCFT with an exclusive licence to offer advertising and Sponsorship on their Intranet.3 ADVERTISEMENT
2.2 SCFT will use reasonable endeavours to ensure the Package the Advertiser has selected will be placed on the selected Intranet sites throughout the Term, but given SCFT's reliance on systems and services that SCFT does not own or control, no warranty is provided to the Advertiser that placement of their Advertisements will be continuous or fault free.
2.3 In the event of unexpected defaults, RFBAQ will use reasonable endeavours to ensure the Intranet sites are returned to operation as soon as possible.
3.1 The Advertiser shall not enjoy any preferential placement position on the Intranet.4 EXCLUSIONS
3.2 No Advertiser shall enjoy any monopoly or exclusive rights in relation to advertising on the Intranet.
3.3 RFBAQ does not guarantee that the Advertiser's product or service featured in an Advertisement will be the only product of that type featured in advertisements on any Intranet. RFBAQ will not be responsible or liable to the Advertiser in any way if their product or service featured in the Advertiser's Advertisement is not the only product of that type featured on the Intranet.
3.4 RFBAQ will use its reasonable endeavours to publish advertisements submitted by the Advertiser.
3.5 RFBAQ may in its absolute discretion alter or abbreviate any Advertisement.
3.6 RFBAQ reserves the right to review any Advertisement for publication and reserves the right, in its absolute and uncontrolled discretion to withhold, withdraw or refuse to display any Advertisement for any reason whatsoever, either before publication or after (even if the Advertiser's Advertisement has previously been published on the Intranet).
3.7 When an Advertiser submits advertising material to RFBAQ electronically the material must comply with RFBAQ's specifications which are available upon request. RFBAQ can reject advertising material if it is not submitted in accordance with such specifications.
3.8 RFBAQ will endeavour to take reasonable control of Advertising Material in its custody and control but will not be responsible for any loss or damage to Advertising Material (even if caused by RFBAQ's negligence).
4.1 RFBAQ makes no representation or warranty, expressed or implied as to the efficacy or suitability of any Advertisement placed on the Intranet, nor to the effectiveness, or outcome of, or a response to such Advertisement and the Advertiser's liability to pay RFBAQ the fee set out in the Rates Card in full and without deduction shall not be dependant in any way upon such efficacy, outcome of or response to the Advertisement.5 PAYMENT
4.2 RFBAQ makes no representation or warranty in relation to a number of visitors to the Intranet.
4.3 RFBAQ does not warrant that access to the Intranet will be uninterrupted, virus free, error free, continuous or fault free as the operation of the Intranet may be interfered with by numerous factors outside the control of RFBAQ.
5.1 RFBAQ will invoice the Advertiser directly based on their Package.6 WARRANTIES
5.2 All payments to be made by the Advertiser to RFBAQ must be made within seven days of the date of the tax invoice issued by RFBAQ.
5.3 The Advertiser must pay RFBAQ for Advertisements in accordance with the rates set out in the relevant Rate Card (which may be varied at any time by RFBAQ without notice) unless otherwise agreed in writing by RFBAQ.
6.1 The Advertiser warrants to RFBAQ that no advertisement will:-7 INDEMNITY6.1.1 breach or infringe Trade Practices Act 1974 (Cth) and the Fair Trading Act 1989 (Qld) or equivalent legislation in any state or territory of Australia;6.2 The Advertiser warrants that in respect of Advertising that contains the name or photographic or a pictorial representation of any living person and/or anything by which any living person can be identified, the Advertiser has obtained the authority of that person to make use of his/her name or representation.
6.1.2 breach or infringe the Intellectual Property Rights or moral Property Rights of any person;
6.1.3 contain material that is obscene, offensive, defamatory or otherwise unsuitable for publication;
6.1.4 breach or infringe any laws relating to therapeutic goods, financial services, anti-discrimination, political publication, publication of court or tribunal material or any other material contrary to any state or commonwealth legislation, rule or ordnance;
6.1.5 give rise to any liability or cause RFBAQ to be in breach of any law by virtue of publishing the Advertisement or result in a claim being made against RFBAQ.
7.1 The Advertiser agrees to indemnify RFBAQ against all claims in respect of any alleged infringement of Intellectual Property Rights or in respect of any passing off or slander or libel arising in consequence to the display of the Advertiser's Advertisement in pursuance of this Agreement.8 CEASATION
7.2 The Advertiser agrees to indemnify RFBAQ in respect of any claim or demand made or action commenced by any person against RFBAQ or for which RFBAQ is liable in connection with Advertisement or the subject matter of this Agreement, including but not limited to any legal costs as between solicitor and client incurred by RFBAQ or for which RFBAQ is liable.
8.1 If for any reason RFBAQ or the Intranet ceases to operate, then: -9 ASSIGNMENT
8.1.1 The Advertiser shall have no rights of action against RFBAQ regarding the cessation of the operation of the Intranet; and
8.1.2 The Advertiser shall not be released from any liability or right of action which at the time of the cessation has already accrued to RFBAQ.
9.1 RFBAQ may assign any of its rights or obligations under the Agreement to any third party at any time without notice of the Advertiser. The Advertiser may not assign any of its obligations under the Agreement without the prior written consent of RFBAQ.10 FORCE MAJEURE
10.1 If for any reason beyond the control of RFBAQ (including without limitation as a result of fire, flood, blackout, industrial action, theft, sabotage or equipment break-down) RFBAQ cannot complete its obligations under the Agreement, RFBAQ shall be entitled to delay performance of the Agreement or terminate the Agreement at its absolute discretion and the Advertiser shall not make any claims for loss or damages in respect of such delay or termination.11 LIABILITY
11.1 Except as expressly provided in this Agreement, RFBAQ excludes, to the fullest extent permitted by law, all warranties, representations and conditions whether implied by law, trade, custom or otherwise.12 TIME OF THE ESSENCE
11.2 RFBAQ's liability for any breach of this Agreement will be limited to the cost of the package. To the extent permissible by law, RFBAQ will not be liable for any consequential or other loss or damage you incur.
In every circumstance, time is of the essence of this Agreement.
13.1 A communication in connection with this Agreement13.1.1 may be given by an authorised officer of the relevant party or the solicitors for the relevant party;13.2 Unless a later time is specified in it, a communication takes effect from the time it is actually received or taken to be received.
13.1.2 must be in writing;
13.1.3 must be left at the address of the addressee in Australia, or sent by prepaid ordinary post to the address of the addressee in Australia or by facsimile to the facsimile number of the addressee in Australia which is specified below, or if the addressee notifies in writing another address or facsimile number in Australia then to that address or facsimile number.
13.3 A communication delivered by hand or sent by post or facsimile is taken to be received13.3.1 in the case of delivery by hand, on the day of delivery if delivered by 5.00 pm on a Business Day, otherwise on the next Business Day;
13.3.2 in the case of delivery by post, on the day when, by the ordinary course of post, it would have been delivered;
13.3.3 in the case of a facsimile, on the day shown on the transmission report produced by the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety to the facsimile number of the recipient notified for the purpose of this clause but if the time of transmission is after 5:00 pm on a Business Day the facsimile is to be taken to be received on the following day.
13.4 Addresses for service of communication are as follows:-
14 SERVICE OF PROCESSName: Rural Fire Brigades Association Queensland
Address: 101A Mary Street, Gympie Q 4570
Telephone: +61 7 5480 5130
Facsimile: +61 7 5481 1911
Without preventing any other mode of service, any originating process in an action in respect of this Agreement may be served on a party by being delivered to or left for that party at its address for service of notices under Clause 13.
15 GOVERNING LAW AND JURISDICTION
This Agreement is to be governed and determined in accordance with the law of the State of Queensland and the parties must submit to the jurisdiction of the Courts of that State.
16 ENTIRE AGREEMENT
Except to the extent set out in this Agreement
16.1 this Agreement constitutes the entire agreement between the parties with respect to its subject matter and contains all of the representations, undertakings, warranties, covenants and Agreements of the parties;17 WAIVER AND VARIATION
16.2 this Agreement supersedes all prior negotiations, contracts, arrangements, understandings and Agreements with respect to the subject matter of this Agreement;
16.3 there are no representations, undertakings, warranties, covenants or Agreements between the parties, express or implied, except as contained in this Agreement.
A provision of or a right created by this Agreement may not be waived or varied except in writing signed by the party or parties to be bound.
If default is made in payment of any sum of money payable in accordance with this Agreement at the times appointed for payment or in the performance or observance of a condition in this Agreement then and in that case and immediately on that event all moneys remaining unpaid under this Agreement may at the option of RFBAQ no longer be payable at the times and in the manner appointed but may become and be payable immediately.
19 EXERCISE OF RIGHTS
19.1 A party may exercise a right under this Agreement at its discretion, and separately or concurrently with another right.20 REMEDIES CUMULATIVE
19.2 A single or partial exercise of a right by the party does not prevent a further exercise of that or any other right.
19.3 Failure by the party to exercise, or delay in exercising a right does not prevent its exercise.
The rights provided in this Agreement are cumulative with and not exclusive of the rights provided by law or in equity independently of this Agreement.
21 PRESERVATION OF ACCRUED RIGHTS
The expiration, termination or determination of this Agreement
21.1 will not affect the provisions expressed or implied to operate or have effect after expiration, termination or determination;22 INVALIDITY
21.2 will be without prejudice to any right of action already accrued to a party in respect of a breach of this Agreement by another party.
If any term, clause or provision of this Agreement is invalid for any reason, that invalidity will not affect the validity or operation of any other term, clause or provision of this Agreement except to the extent necessary to give effect to that invalidity.
This Agreement may consist of a number of counterparts and the counterparts taken together constitute one and the same instrument. The exchange of executed counterparts by email shall create a binding agreement.
24 JOINT AND SEVERAL LIABILITY
If an obligation is to be performed by a person for or with another person, each person will be both jointly liable with the other person and severally liable on its own account to perform the obligation. A release given to the other person shall not release the other from any obligation. The granting of time or any other indulgence to another person will not release the person from its obligations under this Agreement.
25 ACT OR OMISSION
In this Agreement, reference to act or omission by a party includes:-
25.1 if a party comprises more than one person, an act or omission by any one or more of those persons;26 NON-MERGER
25.2 permitting or allowing by the party of an act or omission; and
25.3 an act or omission of an employee (whether or not acting within the scope of his employment), agent, contractor or invitee of the party.
The provisions contained in this Agreement survive and do not merge on completion.
The Advertiser acknowledges that in proceeding with this transaction it is not relying on any representations made by RFBAQ.
28 NO WAIVER
Failure or omission by a party at any time to enforce or require strict or timely compliance with a provision of this Agreement shall not affect or impair that provision in any way or the rights of that party to avail itself of the remedies it may have in respect of a breach of that provision.
Where the consent of a party is required under this Agreement, that consent must not be unreasonably withheld.
A. SCFT has exclusive licences to promote Sponsorship and Advertising on the Intranets.
B. RFBAQ has agreed to provide the Advertiser with the Online Sponsorship and Marketing Package detailed in Rate Card in accordance with the Terms and Conditions set out in this Agreement.
Rural Fire Brigades Association Queensland Inc ABN: 37 417 474 709
Street Address: 101A Mary Street, Gympie Q 4570
Postal Address: 101A Mary Street, Gympie Q 4570
INT Phone: +61 7 5480 5130
INT Fax: +61 7 5481 1911
Admin Email: Email