MEET PAT – GENERAL TERMS AND CONDITIONS

1. Interpretation
In these terms and conditions:
Person shall include a firm or corporation; Company shall, where the context admits or requires mean and include Products and Things Pty Ltd trading as Meet PAT™ ABN 42634465637 and/or any of its related bodies corporate as defined in Section 50 of the Corporations Act 2001 or any other person who or which is named as the party accepting the order. Goods shall include products and services. Purchaser shall mean the person to whom any quotation is made and shall include any person contracting or offering to contract with the Company on these terms and conditions and where there is more than one Purchaser, the Purchasers’ covenants and obligations are joint and several. Any other contractual terms of the Purchaser (whether set out in the Purchaser’s order or elsewhere) that are contrary to, or inconsistent with, this Agreement will not apply; nor will they constitute a counter-offer by the Purchaser.

2. Scope
All goods are supplied by the Company in accordance with these terms and conditions.

3. Quotations
All quotations are subject to withdrawal or variation by the Company at any time prior to acceptance of an order.

4. Offer and Acceptance
Any quotation made by the Company is not an offer to sell and no order given in pursuance of any quotation will bind the Company unless and until such order is accepted by the Company in its absolute discretion. Unless otherwise agreed in writing, all orders are subject to acceptance by the Company within thirty (30) days of receipt by the Company of the Purchaser’s order. Upon acceptance of any order by the Company a binding agreement shall arise between the Purchaser and the Company and these terms and conditions shall be deemed to be incorporated in such agreement. If any terms and conditions are contained in any order, offer, acceptance or invoice of the Purchaser, then it is specifically agreed between the Purchaser and the Company that such terms and conditions are null and void and shall not apply. All representations, statements, terms and conditions and warranties (whether implied by statute or otherwise) not embodied herein are expressly excluded to the fullest extent permitted by law.

5. Price
The prices in quotations are based on the current cost of production prevailing at the date of the quotation (materials, overheads, wages etc) and are subject to amendment on or after acceptance of any order placed in reliance upon such quotations, to meet any rise or fall in such costs. The Company reserves the right to amend the prices at any time for any undelivered portion of an order by notifying the Purchaser in writing of the new prices. The price of the goods shall be the price in the quotation (as amended in writing from time to time) plus:

a) the amount which the Company is required to pay on account of any excise or any other taxed or charges which may be established or levied by any government authority (domestic or foreign) upon the goods or the manufacture, use, sale or delivery thereof and

b) any added costs requested in writing by the Purchaser

6. Payment
Unless the Purchaser has a credit account with the Company, all payments are to be made by cheque, credit card or other cleared funds at the time of ordering the goods. If the Purchaser has a credit account, payment must be made in accordance with the terms set out in the Credit Accounts section.

7. Credit Accounts
a) Payment – If the Purchaser has a credit account, a 25% deposit must be paid within 7 working days of order and remaining payment must be made within 30 days of date of invoice or such other period (if any) as may have been agreed to in writing by the Company. The Company may terminate a credit arrangement with the Purchaser at any time upon which all money owing to the Company will be immediately due and payable. If the Purchaser defaults in making payment to the Company in accordance with these terms and conditions, the Company may in its absolute discretion:

Charge the Purchaser interest calculated on the portion of the Purchaser’s account overdue from time to time at the rate of fifteen per cent (15%) per annum calculated daily; and

Require the Purchaser to reimburse the Company for all collection costs including legal costs incurred by the Company calculated on a solicitor and own Purchaser basis as a consequence of the Company instructing its solicitor to provide advice to it in connection with each default and/or to institute such recovery process as shall in the absolute discretion of the Company be appropriate in the circumstances.

b) Completed goods – If goods ordered by the Purchaser are required to be installed at the Purchaser’s nominated site and the Purchaser is neither willing nor able to make available the site for installation of the goods, the Purchaser shall be invoiced for the goods when the goods are ready for installation unless otherwise agreed in writing between the parties.

c) Insolvency and Default – If:

The Purchaser makes default in any payment due to the Company or in the performance and observance of any terms or conditions set out herein
ii. A resolution is passed or proposed or a petition is presented or an application filed or an order made for the winding up or liquidation of the Purchaser
iii. A receiver, receiver and manager or controller (as defined in the Corporations Law) is appointed of the property or any part of the property of the Purchaser
iv. The Purchaser makes or proposes to make any arrangement with its creditors
v. The Purchaser is placed under administration or an administrator is appointed
vi. Execution is levied upon the assets of the Purchaser for an amount in excess of $1000.00 and is not satisfied within seven (7) days
vii. The Purchaser is the subject or a debtor’s or creditor’s petition in bankruptcy or is the subject of an Bankruptcy Notice then the Company may, without prejudice to any other remedy that may be available to the Company at its option withold further deliveries or cancel and arrangement between the Company and the Purchaser.

8. Delivery
a) Any date quoted for delivery is an estimate only and unless a guarantee shall have been given by the Company in writing on Company letterhead signed by the General Manager or a Director providing for liquidated damages for failure to deliver by the quoted date, the Company shall not be liable to the Purchaser for any loss or damage, whether direct, indirect or consequential and howsoever arising for failure to deliver on or before the quoted date.

b) The Company reserves the right to deliver by instalments. If delivery is made by instalments, the Purchaser shall not be entitled:

to terminate or cancel any instalments still to be delivered; or
ii. to any loss or damage howsoever arising for failure by the Company to deliver any instalment on or before the quoted date.

c) The Purchaser must request delivery to a site that is deemed safe, appropriate and easily accessed by the Company. The Company reserves the right to elect to deliver the goods to another nominated location if the proposed delivery site does not meet the Company’s requirements. If the nominated location is unattended at the time of delivery, the Company shall not be responsible for any damage to or loss of the goods after delivery however arising.

9. Quantity Delivered
Every endeavour will be made to deliver the correct quantity ordered. In the event of any over-delivery in quantity of goods to the Purchaser, the Purchaser must accept the goods ordered and may reject the rest, in which case it must immediately inform the Company and allow the Company to retrieve the excess goods.

10. Cancellation
An order placed by the Purchaser and accepted by the Company represents a contract for manufacture and supply of goods. If within the first five (5) working days from the date of placement of order, the Purchaser notifies the Company of a need to cancel the order, the Company may at its discretion, accept this cancellation. In the event of a cancellation of an order within this period, the Purchaser undertakes to reimburse and indemnify the Company for any costs, expenses or changes incurred by the Company in preparation for and in the execution of an order, which without limiting the generality of the foregoing shall include an amount equal to twenty five percent (25%) of the total selling price of the order had the order not been cancelled. In the event of a cancellation after the first five (5) working days from the placement of order, the Company will require the payment of the total selling price of the order had the order not been cancelled.

11. Storage
The Purchaser will be liable for a storage fee if the goods are not taken by the Purchaser within 14 days of the agreed delivery date. The Company reserves the right to charge a storage fee at the rate of Fifteen per cent (15%) per annum, calculated daily on the total purchase prices of the goods.

12. Description and Specification
Whilst every effort is made to ensure their accuracy the descriptions illustrations and material contained in any catalogue, price list, brochure, leaflet, specification sheets or other descriptive matter provided by or on behalf of the Company represent the general nature of the items described therein and shall not form a part of any order or agreement or amount to any representation or warranty.

13. Intellectual Property
All right, title and interest in and to any goods or materials in which copyright or other intellectual property rights exist created by the Company for or supplied by the Company to the Purchaser shall, vest absolutely in and remain the sole property of the Company. The supply of goods shall imply a license to the Purchaser to use the same but for no other purpose. The Purchaser undertakes not to utilise, copy, reproduce or disclose or permit others to utilise, copy, reproduce or disclose any such intellectual property without the prior written consent of the Company.

14. Goods and Services Tax (GST)
Where applicable, GST will be charged at the ruling rate.

15. Access
a) In respect of any work done other than at the Company’s premises at the request of the Purchaser, it shall be the duty of the Purchaser to ensure that the conditions under which the work is to be performed, the layout, means of access, accessibility of the different parts of the subject matter being worked on or handled and other material circumstances shall be suitable to the Company failing which the Company shall be entitled to charge a reasonable increase in the price having regard to the prevailing circumstances.

b) The Purchaser grants permission to the Company and its employees, contractors and/or agents to enter, at any time, any property where goods supplied by the Company are to be installed and for the purposes of pre-inspecting the property prior to any installation of goods. The Purchaser agrees to have a representative present at the property for such pre-inspection and installation as reasonably required by the Company or its employees, contractors and agents.

16. Limitations of Liability
a) Except when the Purchaser is a consumer for the purposes of the Trade Practices Act 1974, and the conditions warranties and rights implied by that Statute cannot be excluded, representations, promises, statements, warranties and conditions (whether statutory express or implied) regarding any goods or services supplied by or on behalf of the Company which without limiting the generality of the foregoing shall include conditions or warranties as to quality or fitness for any particular purposes are expressly excluded. The Company shall not be liable for any loss or damage whatsoever and howsoever arising whether direct, indirect, special or consequential or in respect of any claim whenever and however made for any loss, damage, deterioration, deficiency or other fault or harm in the goods manufactured, work executed or services provided by or on behalf of or in any arrangements with the Company or occasioned to the Purchaser or any third or other party or to his or their property or interest and whether or not due to the negligence of the Company its servants or agents, except in the following circumstances and subject to the following limitations:

the Purchaser shall inspect the goods immediately on their arrival and shall, within seven (7) days from such arrival, give written notice to the Company of any matter or thing by reason whereof the Purchaser may allege that the goods are not in accordance with the agreement for supply of goods by the Company to the Purchaser

the Company’s liability shall be limited in all circumstances to the repair or replacement (at the option of the Company) of any goods manufactured by it which are with the prior written authority of the Company, returned adequately packed and freight paid to the Company within the Company’s guarantee period covering the goods as indicated in Clause 16(a)(i) above and which the Company accepts as having been defective in materials or workmanship

b) The Company shall not be liable in any circumstances for any:

defects or damage caused in whole or in part by misuse, abuse, neglect, error, electrical or other overload, pressure overload, unsuitable lubricant, improper installation, cleaning chemical damage, repair alteration or accident
ii. Transport, installation, removal, labour or other costs
iii. Modifications or changes to the goods not authorised in writing by the Company or any other unauthorised act by the Purchaser or a third party
iv. goods not manufactured by it but the Company will endeavour to pass on to the Purchaser the benefit of any claim made by the Company and accepted by the manufacturer of such goods under a warranty given by that manufacturer
v. technical advice or assistance given or tendered by it to the Purchaser whether or not in connect with the manufacture, construction or supply of goods for or to the Purchaser

c) The Purchaser acknowledges that neither the Company nor any person acting on the Company’s behalf has made any representations or given any promise or undertaking in relation to the quality of the goods or their usage.

17. Risk
All goods shall be at the risk of the Purchaser from the time of delivery to the Purchaser or its agent or carrier. If the Company is required to undertake installation of goods in the Purchaser’s premises, the risk of the goods shall pass to the Purchaser from the time the installation is completed.

18. Title
Title to the goods shall not pass to the Purchaser until the earlier of:

a) payment in full in cleared funds of the purchase price for the goods has been received by the Company and for all other goods sold by the Company to the Purchaser for which payment is then due

b) a bona fide sale of the goods by the Purchaser in the ordinary course of the Purchaser’s business.

At all times before title in the goods passes to the Purchaser, the Purchaser shall store the goods so that they are clearly identified as the property of the Company. If the goods are sold by the Purchaser, the Purchaser acknowledges that such sale is made by the Purchaser as bailee for and on behalf of the Company. The proceeds of such sale are to be held on trust for the Company in an account in the name of the Company until full payment for the goods is made to the Company. Until title in the goods has passed to the Purchaser, the Company will be entitled at any time, in its absolute discretion, to retake possession of the goods and resell them and for that purpose may enter the Purchaser’s premise and sever, remove and carry away the goods. Where the goods supplied by the Company have been affixed to the ground, the Company may elect to remove the goods. The Purchaser agrees to indemnify the Company against any loss, damage, cost and expense suffered or incurred by the Company as a result of removing the goods and further agrees to reimburse the Company for any expense incurred by the Company in repairing any damages to the affected area.

19. Jurisdiction
The laws of the state of New South Wales shall apply and the Purchaser agrees to submit to the exclusive jurisdiction of the courts of that state.

20. Force Majeure 
Every effort will be made to carry out any contract based on a quotation, but the lack of performance of it is subject to variation or cancellation owing to an act of god, war, strikes, lock-outs, fire, flood, drought or any other causes beyond the Company’s control or owing to the Company’s inability to procure materials or articles except at increased prices due to any of the foregoing causes.

21. Alterations
These Terms and Conditions cannot be altered except by agreement by the Company in writing on Company letterhead signed by the General Manager as Director.

22. Waiver
Failure by the Company to insist upon strict performance of any of these terms or conditions shall not be deemed a waiver thereof or of any rights the Company may have and shall not, and nor shall any express waiver, be deemed to be a waiver of any subsequent breach of any term or condition.

23. Costs
All costs and expenses incurred by the Company to remedy any breach by the Purchaser of these terms and conditions shall be recoverable from the Purchaser in addition and without prejudice to the Company’s right to damages for breach of these terms and conditions

24. Printing

The production of printed materials involves many subjective decisions of matters including but not limited to colour, density, fit and finish. Where the Purchaser does not personally attend and review all proof and print production stages the decisions that Company makes will be held to be the Purchaser’s decisions. The Purchaser will indemnify and hold Company blameless should any aspect of the printed material be considered cause for rejection of the material by the Purchaser, the Purchaser’s agents or any other party. While Company will endeavour to ensure information included in printed materials is correct the Purchaser as the final responsibility for proof reading all materials and ensuring that there are no errors or omissions. Where estimates refer to delivered quantities of items such as but not limited to printed matter an acceptable variation of ±10% will apply.

25. Company marketing

The company may take photographs and cinematograph films of the Purchaser’s goods, and reproduce, publish and communicate same, for the purpose of marketing and promoting the company and its services.

26. Water connection and quality

The Company is not responsible for any loss of business, profit, earnings or takings or out of pocket expenses or disbursements whatsoever arising out of the drinking water quality. The Company delivers the equipment cleaned to the highest standard to ensure no contaminants are in the water lines. It is the Purchaser’s responsibility to ensure the water source is potable.

27. Cleaning and maintenance

The Company provides cleaning and maintenance service, advice and guidelines to keep the equipment in the best possible condition. It is the responsibility of the Purchaser to keep the equipment in a hygienic, clean and safe working order. The Company is not responsible for any loss of business, profit, earnings or takings or out of pocket expenses or disbursements whatsoever arising out of not maintaining the equipment as specified by the Company. A failure from the Purchaser to not clean, maintain, or store the units as specified by the Company may void the warranty.

28. Filtration

If any filtration is provided with the equipment the Company is not responsible for any loss of business, profit, earnings or takings or out of pocket expenses or disbursements whatsoever arising out of the drinking water quality delivered from the equipment. The Company delivers the equipment cleaned to the highest standard to ensure no contaminants are in the water lines or filtration system. It is the Purchaser’s responsibility to regularly maintain, replace and test the filtration system as specified by the Company. It is the Purchaser’s responsibility to test the quality of the water delivered from the equipment.

MEET PAT – ADVERTISING TERMS AND CONDITIONS

1. GENERAL PROVISIONS

2. Whole agreement

The terms and conditions governing the agreement between Products and Things Pty Ltd trading as Meet PAT™ ABN 42634465637 and the Client are as set out in this document and any Annexures, Schedules and Addenda which relate to particular types of Services as may be attached to this document (Terms) and those, if any, that are implied and cannot be excluded by law (collectively the Agreement).  Any other contractual terms of the Client (whether set out in the Client’s order or elsewhere) that are contrary to, or inconsistent with, this Agreement will not apply; nor will they constitute a counter-offer by the Client.

This Section A applies to all Orders and Services provided, or to be provided to the Client under this Agreement.  Other Sections of this Agreement will have specific application to particular types of Service.

1. Definitions

In this Agreement:

Advertisement means advertising content that is the subject of an Order;

Control of an entity includes the direct or indirect power to:

• direct the management or policies of the entity; or
• control the membership of the entity’s board of directors,

whether or not the power has statutory, legal or equitable force or is based on statutory, legal or equitable rights, and whether or not it arises by means of trusts, agreements, arrangements, understandings, practices, the ownership of any interest in shares or stock of that corporation or otherwise;

Copy means the content in any form and format (such as printed and digital material, interactive material, signwriting, or print on a permanent substrate) to form an Advertisement;

Display means those panels, water stations, signage, including associated infrastructure, at locations controlled by MeetPAT and made available for the display of Advertisements and the provision of other Services, as agreed in an Order;

Loss means an loss of any nature including any damage, loss, cost, expense or liability, cause of action, charge, claim, action, proceeding suffered or incurred, howsoever arising and whether present, unascertained, immediate, future or contingent;

Order means the form of order prepared by MeetPAT (which may be a quotation prepared by MeetPAT); and

Services means the services supplied by MeetPAT for the purpose of an Order accepted by MeetPAT.

3. Ordering Services

• To order any Services, the Client must sign the Order and submit the signed Order to MeetPAT in a manner agreed by Ads. The Order will then constitute a binding offer from the Client to MeetPAT to enter into a contract. To avoid doubt, the Client must not make any amendment to the Order which has not been authorised in writing by MeetPAT. Any such amendment will be deemed not to form a part of the Client’s offer or the Order.
• It is the Client’s responsibility to ensure that, prior to submission to MeetPAT, the Order does not contain any errors or omissions. MeetPAT will in no way be liable, and the Client releases MeetPAT from any Loss or claim incurred by the Client, whether in tort or otherwise, for any error or omission in any Order prepared by MeetPAT but submitted to MeetPAT by the Client.
• Any Order received by MeetPAT (whether by electronic communication or otherwise) that purports to be signed by or for the Client and reasonably appears to have been sent by or on behalf of the Client or a person ostensibly authorised by the Client will be binding on the Client.
• In the event of any inconsistency between an Order and these Terms, these Terms will prevail.
• If the Client purports to act in the capacity of a disclosed agent of a principal advertiser (Advertiser):

• the Client is nevertheless also bound by this Agreement in its personal capacity;
• the Client represents that it has full authority to enter into this Agreement, and submit any Orders, on behalf of the Advertiser;
• if the Client receives any commission or rebate or other benefit from MeetPAT, the Client will ensure that it complies with all applicable laws in its dealings with relevant Advertisers including disclosing to Advertisers that the Client may receive a commission or rebate or other benefit from MeetPAT in connection with an Order or the Agreement; and
• the Client indemnifies MeetPAT for any Loss or damage suffered by MeetPAT because of a breach by the Client of clauses 3.6(b), 6(c) or 14.
• No Order may be cancelled, whether in whole or in part, by the Client unless MeetPAT has first consented in writing to such cancellation or partial cancellation (as applicable).

4.Third party approvals

The Client acknowledges that MeetPAT’s supply of Services may, whether by contract or by law, require the consent or permission of third parties, including that of any statutory authorities and owners or occupiers of sites where Displays are located (Authority), and any such supply will be subject to any requirements, restrictions and conditions imposed by the Authority from time to time.

5. Payment terms

• Unless otherwise specified in an Order, MeetPAT may render invoices on or after the last day of the calendar month, for Services that began prior to the last day of that month. This includes space bookings for any display period that would complete in any following calendar month. All invoices are payable within 30 days of the date of issue.
• Any payments received from the Client will be applied first to satisfy interest that may have accrued, second to reasonable expenses and legal costs to which clause 5(d) refers, and then to the earliest outstanding invoice
• If payment is not received by the due date for payment, MeetPAT may, without prejudice to any other rights MeetPAT may have:
• charge the Client liquidated damages at a rate equivalent to two percent (2%) above the rate of interest for the time being fixed under section 2 of thePenalty Interest Rates Act 1983 (Vi); and
• suspend supply of any Services under any or all Orders.
• The Client is liable for, and will indemnify MeetPAT in respect of, all reasonable expenses (including contingent expenses such as debt collection commission) and legal costs (on a solicitor/own client basis) incurred by MeetPAT for enforcement of the Client’s obligations under this Agreement and recovery of monies due to MeetPAT from the Client.

6. Limitations of liability

• Subject to clause 6.2:

• the only guarantee, representation, warranty or condition provided in relation to any Service is any express warranty that MeetPAT provides in these Terms or the Order; and
• MeetPAT excludes all liability in relation to the Services, whether in contract, tort or otherwise, including all liability for any consequential or indirect loss or damage, and loss of revenue, profit, opportunity or reputation.

• • Subject to clause 6.3, nothing in clause 6.1 excludes, restricts or modifies:
• the application of any consumer guarantee in the Australian Consumer law (Consumer Guarantee) or any similar provision in the law of any State or Territory that cannot be excluded, restricted or modified (Similar Provision);
• the exercise of any right conferred by a Consumer Guarantee or Similar Provision; or
• MeetPAT’s liability under any Consumer Guarantee or SimilarProvision.
• Where permitted and to the full extent permitted by law, MeetPAT’s liability under any Consumer Guarantee or Similar Provision is limited, at MeetPAT’s option, to:
  • in the case of goods, the repair or replacement of those goods, the supply of equivalent goods, the payment of the cost of repairing or replacing the goods or acquiring equivalent goods; and
  • in the case of services, supplying those services again, or paying the cost of having the services supplied again.

7. Confidentiality

• All aspects of the Agreement and the Services, and any information disclosed by MeetPAT in connection with, or in anticipation of, the Agreement or the Services (including lists of displays and MeetPAT’s or its licensors’ intellectual property) must be kept confidential by the Client and the Client must not, without the written approval of MeetPAT, disclose such information to any other person or use it other than for the purposes authorised under the Agreement.
• This clause 7 survives termination of this Agreement.

8. Matters beyond MeetPAT’s control

• MeetPAT will not be liable for any failure or delay in the performance or delivery of its obligations where such failure or delay arises because of any matter beyond MeetPAT’s reasonable control, including fire, act of God, industrial dispute, strike, civil unrest, lockout, curtailment or cessation of traffic ordered by any government or authority, acts or omissions of third parties including Authorities, vandalism, criminal conduct, adverse weather that (in MeetPAT’s opinion acting reasonably) renders performance unsafe or impractical, natural disasters, access issues (including building closures or lock outs), loss of service by utility suppliers, telecommunications carriers or telecommunication service providers or where MeetPAT is unable to access infrastructure, or loss due to hardware failures within the normal operating risk (in this latter case other than to seek to diagnose the issue within 3-6 hours and repair within 24-48 hours).
• Upon MeetPAT receiving notice of vandalism of a Display, MeetPAT will:

• clean-up or remove the damage; and
• in the event of breakage, repair the Display within a reasonable time frame; and
• in the case of vandalism to the printed panels, replace one panel per campaign free of charge (any subsequent reprinting and reinstallation of panels will be charged to the Client at $300.00 each); and
• in the event of excessive vandalism involving 30% or more of the posters being stolen/damaged from a single campaign, MeetPAT reserves the right to remove the campaign from all panels and Displays without liability to the Client or the Advertiser. In this event a suitable alternative will be agreed with the Client to ensure the safe display of the campaign.

9. MeetPAT marketing

• MeetPAT may take photographs and cinematograph films of Advertisements and Copy, and reproduce, publish and communicate same, for the purpose of marketing and promoting MeetPAT and its services.

10. Client’s warranty and indemnity

• Each of the Advertiser and the Client, jointly and severally, warrant that the Advertisements, and the exhibition and display of the Advertisements pursuant to an Order, and MeetPAT exercising its rights under clause 9 and performing its obligations under clause 21:

• will comply with any guidelines and standards as may be notified in writing by MeetPAT from time to time;
• will comply with all codes published by the Australian Association of National Advertisers from time to time;
• will comply with all codes and initiatives administered by the Advertising Standards Bureau, the Advertising Standards Board or the Advertising Claims Board;
• will not contravene any legislation, regulation, rule or requirement of any lawful or statutory authority, or any public or private right;
• notwithstanding the generality of clause 11(e):
• will not be defamatory or unlawful;
• will not contravene the Competition and Consumer Act 2010 or the Australian Consumer Law; and

• will not infringe any person’s intellectual property rights or moral rights or any right to privacy.
• The Client warrants to MeetPAT that the Client and the Advertiser have the right to display the Advertisement including any Copy and any artwork contained in or to be reproduced in such Advertisement, without the infringement of any third party right or contravention of any law.
• The Client indemnifies and releases MeetPAT, the owners and occupiers of sites where Advertisements and Displays are located and any Authority from and against any Loss, arising from a breach of any of the warranties given in clauses 1 to 3.

11. No dealings with the Displays

• The Client must not, and must not permit or engage any third party to, deal with any Display in any way (including signwriting, painting or any other work on or interference with any Display) without obtaining the prior written consent of MeetPAT.
• If the Client deals with a Display in such a manner, whether by itself or by a third party, or wishes to carry out such work, it will be fully responsible for the form and content of the Display, as well as the hiring of competent contractors, having all relevant insurance and for compliance with all relevant laws and regulations. The Client indemnifies MeetPAT against any Loss suffered by MeetPAT by any act or omission of the Client, or any third party engaged by the Client, in connection with its work on or dealing with the Display, including any Loss suffered by MeetPAT (or for any claim against MeetPAT by a third party) in connection with death or personal injury of any person, loss or damage to real or tangible property, or breach of any applicable law or fraud by the Client or any person engaged by the Client.

12. Assignment

• The Client must not assign or novate any rights and obligations under this Agreement or any Order without the prior written consent of MeetPAT (which may be withheld by MeetPAT in its absolute discretion or given on such conditions as MeetPAT so chooses). A change of Control of the Client is deemed to be an assignment for the purpose of this clause.  The Client will remain liable for all obligations, liabilities and indemnities to MeetPAT under this Agreement, despite any purported assignment or novation of this Agreement or any Order.

13. Termination

• Without prejudice to any other rights MeetPAT may have, MeetPAT may terminate this Agreement and any or all Orders if:

• the Client fails to make payment under that Order or any other Order;
• the Client breaches clause 12;
• the Client commits an act of insolvency or is deemed to be insolvent or has appointed to it a provisional liquidator, liquidator, receiver, receiver manager or administrator; or
• the Client otherwise breaches any obligation or warranty under this Agreement and fails to remedy same within two (2) business days of MeetPAT issuing a notice in writing to the Client requiring remedy.

• • Termination will be without prejudice to any rights or causes of action that MeetPAT may have.
  • All indemnities in this Agreement survive termination of this Agreement.

14. Commission and Rebates

• 1 Without limiting clause 3.6, the Client warrants to MeetPAT that it is satisfied that all parties with whom it deals (including Advertisers with whom it deals directly) in the outdoor advertising market are aware of the fee and rebate arrangements which operate in that market, including the use of volume rebates as an incentive to advertising agencies, media buying companies and poster specialists for them to place advertisements with service providers such as MeetPAT.

16. Supply of Copy

• MeetPAT’s only obligation is to display the Copy in the Displays in accordance with the terms of the Order. The Client must, at no cost to MeetPAT, prepare and supply Copy to MeetPAT for that purpose. The Copy must comply with the standards and requirements specified in MeetPAT’s production guide or specifications from time to time or otherwise specified by MeetPAT in the Order.
• The Client must supply MeetPAT with sufficient additional spare Copy as specified in MeetPAT’s production guide or specifications from time to time or as otherwise determined by MeetPAT.
• If Copy provided by the Client does not comply with the requirements in clause 16.1, or spare Copy is not provided in accordance with clause 2 or as otherwise reasonably requested by MeetPAT, MeetPAT may blank out or substitute with non-commercial advertising those Displays where, in MeetPAT’s reasonable opinion, the Copy is in an unsatisfactory condition, or where there is insufficient Copy, and the Client will have no claim against MeetPAT for doing so.
• For all Copy printed onto permanent substrate, the Client will be responsible for any repairs and replacements of Copy damaged during the display period, unless this damage is caused by an MeetPAT employee in the course of performing their duties for MeetPAT. In these circumstances Meet PAT will pay the cost of the replacement.

17. Copy approval and lead times for display

• 17.1 All Copy is subject to the approval of MeetPAT and any relevant Authority, and MeetPAT will not be in breach of the Agreement because of a delay or failure to provide or obtain that approval.
• Any approval given by MeetPAT is not a waiver of any rights or causes of action that MeetPAT may otherwise have under this Agreement or an acknowledgement that the Copy complies with the requirements of this Agreement or the Order.
• For the purpose of clause 17.1, the Client must provide MeetPAT with the Copy prior to the commencement of each of the production and printing of the Copy. All Advertisements for display must be delivered to MeetPAT’s poster facility, as MeetPAT may direct, at least seven (7) days prior to the scheduled posting date
• The Client will be responsible for any delays and any Losses suffered by MeetPAT arising from the Client’s failure to comply with the lead time requirements referred to in this clause and will not be entitled to any extension of the display period or other compensation. MeetPAT may impose additional installation and handling fees in respect of Copy not delivered in compliance with this clause and may also require reimbursement of additional costs incurred, including storage, handling and delivery.

18. Posting of Advertisements

• MeetPAT will use reasonable endeavours to have all the Copy Displayed pursuant to the Order within four (4) working days of the start date specified in the Order.
• Subject to the terms of the Agreement, including clause 17.1, where a delay in displaying the Advertisements is caused solely by MeetPAT (other than exercising any right it may have under this Agreement) then, at MeetPAT’s option, the Client may be entitled to receive a pro-rated abatement of charges or to a credit against future Space Order Services as determined by MeetPAT in its discretion, but MeetPAT will not be liable to the Client for any Losses, including any consequential or indirect loss or damage, loss of revenue or profit, or loss of opportunity or reputation.

19. Title in the Advertisements and disposal thereof

• Title in the Advertisements vests in MeetPAT upon delivery to MeetPAT or, if not delivered to MeetPAT, at the time they are installed on Displays.
• The Client consents to any dealing by MeetPAT with the physical Advertisements, including the disposal of the Advertisements at the end of the display period, without any liability.

1. B.  PRODUCTION OF COPY

20. Application of Section B

• To the extent that the Services comprise MeetPAT producing Copy, this Section B of this Agreement also applies.

21. Lead times

• 1 If an Order specifies that MeetPAT will carry out production in respect of the Copy:
  • MeetPAT will make a written proposal to the Client regarding such production, which, if accepted by the Client, will constitute an Order in accordance with the terms of this Agreement.
  • If MeetPAT is engaged to provide production services in respect of advertising Copy, the Client must, at least 21 working days before the commencement of the display period to which the Copy relates, provide MeetPAT with a copy of the artwork for the Copy in such form and format as MeetPAT requires and at such address as MeetPAT may direct. The artwork must be to scale and be supplied as finished reflection or electronic art and must, in MeetPAT’s opinion, comply with the Order, be suitable for display and of a nature that will be approved by any Authority whose approval is required.
  • MeetPAT may subcontract such production. MeetPAT may receive and retain any commission paid to MeetPAT by any third party production company in respect of such production or may charge the Client a fee for production comprising the third party production company’s fees, plus MeetPAT’ standard administration fee from time to time.
• 2 To facilitate the efficient delivery of production services to the Client, the Client consents to MeetPAT’ disclosure of information relating to the Client’s production requirements to third party production entities.
• 3 When requested to do so by MeetPAT, the Client must promptly (and in any case within 1 working day or such period as specified in the Order), carefully check the advertising Copy produced by MeetPAT and confirm to MeetPAT its satisfaction or otherwise of the Copy’s compliance with the Order, and freedom from errors or other issues. If the Client fails to do so within that time frame it will be deemed to have accepted the advertising Copy as being in full compliance with the Order, and free from errors or any other issues.

22. Printing

• The production of printed materials involves many subjective decisions of matters including but not limited to colour, density, fit and finish.
• Where the Purchaser does not personally attend and review all proof and print production stages the decisions that Company makes will be held to be the Purchaser’s decisions.
• The Purchaser will indemnify and hold Company blameless should any aspect of the printed material be considered cause for rejection of the material by the Purchaser, the Purchaser’s agents or any other party.
• While Company will endeavour to ensure information included in printed materials is correct the Purchaser as the final responsibility for proof reading all materials and ensuring that there are no errors or omissions.
• Where estimates refer to delivered quantities of items such as but not limited to printed matter an acceptable variation of ±10% will apply.

23. Digital content

• To the extent that the Advertisement comprises digital content, the Client must ensure that all such digital media is supplied in accordance with the Order, is free of harmful, disabling, malicious or destructive code, is fully tested, and is demonstrated to MeetPAT’s satisfaction work on equipment designated by MeetPAT without error.

• MeetPAT will not be obliged to display any Advertisements if the digital content files are not supplied to MeetPAT within the time frames specified by MeetPAT or are not in the format specified by MeetPAT, or if the relevant digital content files do not run continuously without error in MeetPAT’s test environment for a minimum of 72 hours prior to the agreed installation date, or otherwise do not comply with the terms and conditions of this Agreement.

• MeetPAT will not be responsible for the rectification of problems or for user testing if issues arise in relation to the digital content files unless MeetPAT was responsible for the creation and delivery of the digital content and digital content files.
• MeetPAT is unable to provide campaign reports relating to interactivity arising from content developed by others.
• MeetPAT is not liable for delays caused by the failure of third parties to comply with the delivery of digital advertising content in adherence to MeetPAT agreed timelines and format.

24. Order of Precedence

• To the extent that there is any inconsistency between these Terms and the MeetPAT Connect Terms, the MeetPAT Connect Terms shall prevail.

MEET PAT – HIRE TERMS AND CONDITIONS

INTERPRETATION.
In these terms and conditions:
Person shall include a firm or corporation; Company shall, where the context admits or requires mean and include Products and Things Pty Ltd trading as Meet PAT™ ABN 42634465637 and/or any of its related bodies corporate as defined in Section 50 of the Corporations Act 2001 or any other person who or which is named as the party accepting the order. Equipment shall include products and services. Hirer shall mean the person to whom any quotation is made and shall include any person contracting or offering to contract with the Company on these terms and conditions.

WHEREAS:

1. The Company agrees to supply equipment to the hirer on the terms and conditions set out in this agreement.

2. The hirer acknowledges that the title to the equipment shall always remain with the company and the hirer understands that the agreement relates only to the use of the equipment not any purchase.

3. The equipment the company agrees to supply the hirer is set out in the quotation and final invoice.

4. The company takes no responsibility for the quality of the water delivered from the water source connection.

THE PARTIES AGREE:

1. The period of the hire term is set out at the time of booking;

2. In the event the hirer breaches any of the terms and conditions of the agreement, the company will serve on the hirer a notice in writing giving 7 days in which to rectify the breach. If the hirer does not remedy the breach, then the company may take possession of the equipment and claim for any outstanding costs or amounts owing to the company.

3. Notice may be served by either party by facsimile, email or post by registered mail.

4. This Order Schedule and Agreement contain all the terms and conditions agreed upon by the parties;

5. The charges under this agreement may change over time; however the company must give 7 days’ notice in writing before any increase in charges;

6. In the event, notice has been given of increase in charges, the hirer may terminate the agreement by giving 7 days’ notice in writing before the increase in charges has commenced;

7. It is the responsibility of the hirer to obtain any consent or approval from relevant government, statutory bodies or quasi-statutory authority in regards to the use and installation of the equipment and further, any cost involved with the consent or installation is to be born totally by the hirer.

8.The company reserves the right to withhold all monies paid if written notification has not been received up to 7 days prior to commencement of hire.

THE HIRER AGREES:

1. To pay the hiring charges on or before commencement of the hire term (unless agreed to the contrary by the company) including delivery and pick up charges and all charges incidental to the hirer.

2. If installation is required then it is the responsibility of the hirer to ensure the site is suitable for the installation of the equipment and further by giving clear access to enable the installation.

3. If the hirer is installing then it is the responsibility of the hirer to ensure the site is suitable for the installation of the equipment. Meet Pat takes no responsibility for incorrect assembly, setup or use and any damage to the equipment will be charged in full to the hirer.

4. All charges referred to in this Agreement must be paid within 30 days from the date of the invoice. If the invoice is not paid within this time stipulated the company may charge interest at the rate of 12% p.a.

5. That the duly authorized officers of the company will have access to and may enter premises where the equipment is located twenty four hours a day, seven days a week in all weather conditions to inspect, repair or otherwise lawfully deal with the equipment and further, if the hirer does not have the authority to grant permission to enter the aforementioned premises they will endeavour to facilitate with the lawful owner or tenant the entry by the company.

Further, the hirer agrees to allow the company to bring onto the property tools and equipment to facilitate the removal and service of equipment.

1. Not to make or permit any unauthorized alterations or attachments to the equipment, or any name plate thereon.

2. To return the equipment to the company at the expiration of the hire term in the same condition as when the hirer first received it and further, will be responsible for any loss or damage to the equipment.

3. To hire adequate and sufficient equipment to ensure the capacity of each item of equipment may operate efficiently and is not overburdened.

4. The equipment remains the responsibility of the hirer until the company regains possession of the equipment, even though the hirer may have terminated the hire.

5. When the equipment is ready for pick up by the company at a date agreed upon by the parties, the hirer will ensure the company has full access to the site. Whilst the company will endeavour to collect the equipment on the day specified, sometimes this is not possible; therefore the company will endeavour to pick the equipment up as soon as possible.

6. The company is not responsible for any loss of business, profit, earnings or takings or out of pocket expenses or disbursements whatsoever arising out of and including delay or failure to provide or deliver the equipment and further, will not take any action against the company for the aforementioned delay or non-delivery.

7. The company is not responsible for any loss of business, profit, earnings or takings or out of pocket expenses or disbursements whatsoever arising out of the drinking water quality. The company maintains and cleans the equipment to the highest standard to ensure no contaminants in the water lines. It is the hirers responsibility to ensure the water source is potable.

8. The Company provides cleaning and maintenance service, advice and guidelines to keep the equipment in the best possible condition. It is the responsibility of the hirer to keep the equipment in a hygienic, clean and safe working order. The Company is not responsible for any loss of business, profit, earnings or takings or out of pocket expenses or disbursements whatsoever arising out of not maintaining the equipment as specified by the Company. A failure from the Purchaser to not clean, maintain, or store the units as specified by the Company could result in damage charges.

THE COMPANY AGREES:

1. To install the equipment referred to in the order and provide service for the equipment provided the hirer pays for any repairs, maintenance, adjustments, replacement parts and labour.

2. To provide a service in a professional and courteous and timely manner as long as it is within the power of the company to do so.

DAMAGE CHARGES:

In the event the equipment is damaged when in the possession of the hirer, the hirer agrees to pay for each individual item of equipment damaged and this includes but is not limited to,

1. Mysterious disappearance; or

2. Where equipment is not adequately secured; or

3. Burglary or theft; or

4. Misuse, abuse, willful and malicious acts and reckless and negligent use of equipment; or

5. Graffiti, posters, stickers; or

6. Equipment damage is beyond repair;

7. And the hirer is responsible for the full replacement value including cost of removal or transport associated with the replacement of equipment.

MEET PAT – LEASING TERMS AND CONDITIONS

1. GENERAL PROVISIONS

Parties:

Lessee shall include a person, company, firm, and council;

Provider shall, where the context admits or requires mean and include Products and Things Pty Ltd trading as Meet PAT™ ABN 42634465637 and/or any of its related bodies corporate as defined in Section 50 of the Corporations Act 2001 or any other person who or which is named as the party accepting the order.

Background

1. the Provider operates a water dispenser and advertising space business.

2. the Lessee wishes to appoint the Provider to design, supply, install, clean and maintain public bottle refill stations and Drinking fountains in the location/s outlined in the site map.

Part A: Scope

1. Term

Term of Agreement

• The term of this Agreement commences on the Commencement Date and continues in force for a period of 5 years (Initial Term) unless terminated earlier or extended in accordance with the terms of this Agreement (Term).

Extension of Term

1.2 The Lessee and the Provider may, extend the period of this Agreement by any agreed period. Any extensions by the Lessee or Provider must be communicated in writing not less than 6 months before the expiry of the Initial Term or the then current Further Term, as the case may be.

2. Objectives

2.1 The Provider will design, supply, install and maintain Water Stations in a manner which enables the Lessee to achieve the following objectives (Objectives):

2.1.1 support the significant investment in providing public access to clean, free drinking water;

2.1.2 improved level of amenity across public spaces, creating attractive, interactive, inviting spaces.

2.1.3 creating new public, clean water access points that incorporate modern branding and marketing potential.

2.1.4 creating access to amenities that promote healthy lifestyles.

2.1.5 reducing the impact on the environment by supporting products that reduce single use bottle waste.

Part B: Location, Design, Supply and Installation.

3. Location

Location of Water Stations

3.1 the agreed  location for a New Water Station is defined in the “site location” map, in the leasing contract.

3.3 the Provider has the right to refuse the proposed location if it deems the site to be unsuitable after further investigation.

4. Supply and installation of Water Stations

4.1 the Provider must submit locations plans for the installation of the requested Water Station and/or Additional Structures at the specified Site (Site Plan) together with, if applicable an application for a building permit to the Lessee and the Council in whose Council Municipality the requested installation is to take place. The site plan must include the, following details:

4.1.1 a plan showing the area of a Site on which the Water Station and/or Additional Structure is to be installed;

4.1.2 details of the works proposed for the installation of the Water Station and/or Additional Structure, including, without limitation, structural computations and plans, details of any alterations to be made to the Site, the location of all underground services, the removal of any existing fixtures such as seats or shelters and any disturbance to any road, footpath, nature strip or other surface; and

4.2 details of the proposed occupational health and safety procedures and Site safety procedures for that Site.

4.3 After receiving the Building Plan, the Lessee may require that the Provider:

4.3.1 make any alteration to the Building Plan that is reasonably directed by the Lessee ; and

4.3.2 The Provider must not install a New Water Station or Additional Structure without the Lessee’s written approval of the relevant Building Plan, which approval may be withheld by the Lessee, acting reasonably.

5. Design, modifications and upgrading of Water Stations.

5.1 The Provider may modify the Design Specification at any time by written notice to the Lessee.

5.2 This includes:

5.2.1 Changing the water station model type.

5.2.2 Updating some or all the components.

5.2.2 Including additional features and technologies

6. Installation

Installation by the Provider.

6.1 If the Water Stations and/or any Additional Structure are to be installed by the Provider:

6.1.1 The Provider must perform, at its own cost, all preparatory works and provide Footings necessary for all New Water Stations and/or any Additional Structure to ensure that the supply and installation of all New Water Stations and/or Additional Structures comply with all Legislative Requirements.

6.2 Where the installation of a Water Station requires extraordinary cost as a direct result of the physical attributes of the Site, the Provider may notify the Lessee of such costs and the parties shall enter into discussions in good faith in respect of such costs and the parties may agree to:

6.2.1 determine that the Water Station should be installed at a different Site;

6.2.2 contribute to the additional cost of installation at the Site; or

6.2.3 determine that no Water Station will be installed at the Site;

6.3 If requested by the Lessee the Provider will remove and dispose of all Existing Water Stations and Additional Structures in accordance with the relevant OH&S guidelines.

6.4 Where the Provider installs a New Water Station or Additional Structure under this clause, it must clean, restore and make safe the Site on which the Water Station or Additional Structure is installed, including by doing the following:

6.4.1 full removal of the debris and rubbish at the Site;

6.4.2 ensuring the Site is left in a clean and tidy state;

6.4.3 where applicable, spreading quality topsoil over all disturbed areas within a nature strip and then seeding those areas; and

6.4.4 all other things reasonably necessary to ensure that the Site is clean, safe and otherwise complies with the requirements of this Agreement and the reasonable requirements of the relevant Council in respect of the Site.

Installation by the Lessee.

6.5 If the Water Stations and/or any Additional Structure are to be installed by the Lessee:

The Lessee must perform, at its own cost, all preparatory works and provide Footings necessary for all New Water Stations and/or any Additional Structure to ensure that the supply and installation of all New Water Stations and/or Additional Structures comply with all Legislative Requirements.

6.6 The installation must comply with the installation specifications given to the Lessee at the time of the contract.

7. Water supply charges

7.1 the Lessee must pay all water supply, rates, taxes, levies, charges, duties, assessments, impositions, fees and other like outgoings payable in respect of the Water Stations.

8. Water quality

8.1 It is the Lessee’s responsibility to insure the water supply is from a potable source.

8.2 The Provider takes no responsibility for the water quality delivered to the water stations.

8.3 If requested from the Lessee the Provider will supply water quality reports periodically as outlined in a separate agreement.

9. Additional Structures

Acknowledgement

9.1 The parties acknowledge that this Agreement does not give the Provider any right to install any

Additional Structures except in accordance with this clause 9.

Request for Additional Structures

9.2 The Provider may submit a request to the Lessee for the supply and installation of an Additional Structure at any time during the Term. The Providers request will specify the type of Additional Structure to be supplied and the Site at which the Additional Structure must be installed.

Design of Additional Structures

9.3 All Additional Structures must be supplied and installed in accordance with the relevant Design

Specification.

10. Acceptance and ownership

Upgrading and removal of Existing Water Stations

10.1 The Provider agrees and acknowledges that all Existing Water Stations and Additional Structures are owned by the Lessee and that nothing in this Agreement gives the Provider any right, title or interest in Existing Water Stations and Additional Structures existing at the date of this Agreement.

10.2 If requested by the Lessee the Provider will remove all Existing Water Stations and Additional Structures in accordance with the relevant OH&S guidelines.

10.3 All Existing Water Stations and Additional Structures will remain the property of the Lessee, unless written approval is given to the Provider to dispose of the Existing Water Stations and Additional Structures. At this point the Existing Water Stations and Additional Structures become the property of the provider for disposal.

New Water Stations

10.4 The New Water Station and/or Additional Structures will always remain the property of the Provider, under this lease agreement.

10.5 Upon installation by the Provider of any New Water Station and/or Additional Structures, the Provider shall notify the Lessee. The Lessee may inspect the Site on which that Water Station and/or

Additional Structure has been installed within 20 Business Days of the Provider’s notification and/or may request the relevant Council to conduct such inspection. If the Water Station and/or Additional Structure has been properly installed in accordance with the relevant Building Plan, Design Specification, Approved Design or other Approval, the Lessee shall accept the Water Station and/or Additional Structure. Upon acceptance of the installation of the Water Station and/or Additional Structure, or if the Lessee chooses not to inspect the relevant Site, upon the expiry of 20 Business Days from the date on which the Provider notified the Lessee of the installation. If the Lessee or the Council notifies the Provider that the Water Station has not been installed in accordance with the relevant Building Plan, Design Specification, Approved Design or Approval (as the case may be), then the Provider must undertake such remedial or additional work as is required to ensure compliance with the Building Plan, Design Specification, Approved Design or Approval (as the case may be). The Provider shall have a further 10 Business Days to undertake this remedial or additional work, after which the Lessee or the Council may inspect the Site. If the Provider has addressed any non-compliance, then the Lessee shall accept the installation. Otherwise, the Lessee shall direct the Provider to take any action that the Lessee deems

necessary to ensure that the Water Station complies with the Building Plan, Design Specification, Approved Design or Approval (as the case may be).

11. Relocation and removal.

Relocation

11.1 No Water Station or Additional Structure shall be relocated by or on behalf of the Lessee unless such relocation is at the Providers request or with the Providers written consent. Such consent may be withheld in the absolute discretion of the Provider.

Removal

11.2 No Water Station or Additional Structure shall be removed by or on behalf of the Lessee unless such relocation is at the Providers request or with the Providers written consent. Such consent may be withheld in the absolute discretion of the Provider

11.2 If the Lessee requires the Provider to remove any Water Station and any Additional structure for any other reasonable reason, including for safety reasons, to permit road or path works or other construction works to occur or if there is excessive vandalism to a particular Water Station. The Lessee will pay the Provider for the costs of removal.

11.3 Upon the removal of a Water Station, the Provider must, if requested by the Lessee:

11.3.1 securely store the Water Station, as the case may be, for the Lessee , at a reasonable cost, for which the  Lessee will pay the Provider; or

11.3.2 deliver the Water Station, as the case may be, to the  Lessee  or a third party as directed by the  Lessee . The cost of removal includes delivery distances of within 15 kilometres. The parties will agree the costs for delivery distances in excess of 15 kilometres.

Site restoration

11.4 If the Provider relocates or removes a Water Station, or Additional Structure under this clause 11, it must do so in a way that will permit reuse of the Site on which the relocated or removed Water Station or Additional Structure was installed, including by doing the following:

11.4.1 consult with the Council in whose Council Municipality the Site is located as to any requirements or guidelines the Council may have in relation to the restoration of the Site;

11.4.2 full removal of the Footings, debris and rubbish at the Site;

11.4.3 restoration of all surfaces at the Site in matching colour and texture;

11.4.4 ensuring that the Site is able to be accessed and used safely;

11.4.5 ensuring the Site is left in a clean and tidy state;

11.4.6 ensuring that all excavations are backfilled and compacted to minimise further subsidence;

11.4.7 where applicable, spreading quality topsoil over all disturbed areas within a nature strip and then seeding those areas; and

11.4.8 all other things reasonably necessary to rehabilitate the Site for further use.

11.5 If the removal is requested before the lease agreement expiry date the associated costs will be covered by the Lessee.

Part C: Advertising, Branding and Signage

12. Advertisements – Only Applicable for Leasing Option 2 – “Advertising”

Advertisements

12.1 Subject to the Provider paying the applicable Licence Fees and obtaining all Approvals to do so, the Provider may, during the Term, Advertise on or in, and affix Advertisements to or display or place

Advertisements on, all Existing Water Stations and New Water Stations. The Lessee will not, during the Term, authorise any other person to erect or display Advertisements on any Water Station which is the subject of this Agreement.

Guidelines

12.2 The Provider may submit guidelines in respect of obstructions to Advertisements on Water Stations. If the Lessee approves such guidelines, the Lessee shall circulate such guidelines to Councils and any other person considered relevant by the Lessee.

13. Restrictions on Advertising

Advertising quality

13.1 The Provider shall only display Advertisements which exhibit high quality graphic design and finish and which comply with the following:

13.1.1 all Legislative Requirements;

13.1.2 all voluntary codes of conduct established by the advertising industry; and

Prohibited Advertisements

13.2 The Provider must ensure that Advertisements:

13.2.1 do not depict political, religious, racist, sexually explicit or other subject matter which may reasonably be considered to be contentious;

13.2.2 do not depict subject matter which may reasonably be considered to be offensive or in bad taste;

13.2.3 do not resemble and are not capable of being confused with road traffic directional or information signs, either by shape, size or colour; and

13.2.4 are not detrimental to the interests of the Lessee.

13.3 Notwithstanding clause 13.2, the Lessee retains the right to reject or require the discontinuance of any Advertisement or a type of Advertisement that, in the reasonable opinion of the Lessee , is not suitable for security or safety reasons, or which promotes matters or items which, in the reasonable opinion of the  Lessee , are in bad taste, offensive, political or otherwise contentious, including without limitation, any Advertisement that:

13.3.1 depicts smoking and/or tobacco products, or does not comply with restrictions recommended by guidelines issued in respect of tobacco, alcohol and gambling; or

13.3.2 in the opinion of the  Lessee , is likely to be offensive.

13.4 If the Lessee requires the discontinuance of any Advertisement or type of Advertisement under clause 13.3, the Lessee will notify the Provider and the Provider must remove all such Advertisements within 48 hours of receiving such notification. The Lessee will not be liable for any loss or damage caused to or suffered by the Provider in connection with requiring the Provider to remove any Advertisement under this clause.

14. Lessee’s Advertising and signage

14.1 The Lessee agrees to the Providers advertising terms and conditions document.

14.2 If not leasing a water station through option1 “display own messages”. The Lessee may purchase advertising space from the Provider on advertising Water Stations at discount of 10% off from the Provider’s market rate Standard Advertising Period for the purpose of displaying any Advertisement, poster or signage provided by the Lessee.

15. Maintenance services

15.1 Subject to the Lessee continuing to engage the Provider to supply, install, clean, maintain and

Advertise on the Water Stations under this Agreement, the Provider will maintain and/or repair

Water stations as defined in this contract.

15.2 The Lessee’s agreement of the Providers maintenance services grants the Provider access to the site, without written approval.

15.3 The Provider must fully assess the condition of each Water Station every six months or monthly depending on the Term, with the first assessment to occur one month after the Commencement Date. This condition assessment must include an inspection of the following:

15.3.1 the structural condition of each Water Station, Additional Structure;

15.3.2 any damage to a Water Station, Additional Structure; and

15.3.3 any safety hazards present at any Water Station, or Site.

Part E: Fees and payment

16. Payment
Unless the Purchaser has a credit account with the Company, all payments are to be made by cheque, credit card or other cleared funds at the time of ordering the goods. If the Purchaser has a credit account, payment must be made in accordance with the terms set out in the Credit Accounts section.

17. Credit Accounts

17.1 Payment – If the Purchaser has a credit account, a 25% deposit must be paid within 7 working days of order and remaining payment must be made within 30 days of date of invoice or such other period (if any) as may have been agreed to in writing by the Company.

17.2 The Company may terminate a credit arrangement with the Purchaser at any time upon which all money owing to the Company will be immediately due and payable. If the Purchaser defaults in making payment to the Company in accordance with these terms and conditions, the Company may in its absolute discretion:

17.2.1. Charge the Purchaser interest calculated on the portion of the Purchaser’s account overdue from time to time at the rate of fifteen per cent (15%) per annum calculated daily; and

17.2.2. Require the Purchaser to reimburse the Company for all collection costs including legal costs incurred by the Company calculated on a solicitor and own Purchaser basis as a consequence of the Company instructing its solicitor to provide advice to it in connection with each default and/or to institute such recovery process as shall in the absolute discretion of the Company be appropriate in the circumstances.

17.3 Completed goods – If goods ordered by the Purchaser are required to be installed at the Purchaser’s nominated site and the Purchaser is neither willing nor able to make available the site for installation of the goods, the Purchaser shall be invoiced for the goods when the goods are ready for installation unless otherwise agreed in writing between the parties.

17.4 Insolvency and Default – If:

17.4.1 The Purchaser makes default in any payment due to the Company or in the performance and observance of any terms or conditions set out herein
17.4.2. A resolution is passed or proposed or a petition is presented or an application filed or an order made for the winding up or liquidation of the Purchaser
17.4.3 A receiver, receiver and manager or controller (as defined in the Corporations Law) is appointed of the property or any part of the property of the Purchaser
17.4.4 The Purchaser makes or proposes to make any arrangement with its creditors
17.4.5 The Purchaser is placed under administration or an administrator is appointed
17.4.6 Execution is levied upon the assets of the Purchaser for an amount in excess of $1000.00 and is not satisfied within seven (7) days
17.4.6 The Purchaser is the subject or a debtor’s or creditor’s petition in bankruptcy or is the subject of an Bankruptcy Notice then the Company may, without prejudice to any other remedy that may be available to the Company at its option with old further deliveries or cancel and arrangement between the Company and the Purchaser.

Part F: General

18. Personnel and subcontracting

18.1 The Provider must engage a sufficient number of Personnel with the necessary skills, expertise, qualifications and training for the purpose of providing the goods and services in accordance with the Service Levels under this Agreement.

19. Intellectual Property in design
19.1 All right, title and interest in and to any goods or materials in which copyright or other intellectual property rights exist created by the Provider for or supplied by the Provider to the Lessee shall, vest absolutely in and remain the sole property of the Provider. The supply of goods shall imply a license to the Lessee to use the same but for no other purpose. The Lessee undertakes not to utilise, copy, reproduce or disclose or permit others to utilise, copy, reproduce or disclose any such intellectual property without the prior written consent of the Provider.

20. Insurance

20.1 The Provider will ensure that throughout the Term it is insured with, or is the beneficiary under a policy with, a reputable insurance company for the types of insurance having the minimum cover as stipulated below:

20.2 public liability insurance covering Personal Injury and damage to or loss of property with a limit of not less than $20,000,000 for any one occurrence;

20.3 insurance for all motor vehicles the Provider or its Personnel may use in connection with performing its obligations under this Agreement of an amount adequate to cover the activities contemplated under this Agreement;

20.4 worker’s compensation insurance in respect of its employees and contractors to cover the maximum liability which may be imposed under the state laws from time to time; and

Any other insurance that the Provider is required to have by law in order to perform its obligations under this Agreement.

21. Matters beyond the Providers control

21.1 The Provider will not be liable for any failure or delay in the performance or delivery of its obligations where such failure or delay arises because of any matter beyond The Provider’s reasonable control, including fire, act of God, industrial dispute, strike, civil unrest, lockout, curtailment or cessation of traffic ordered by any government or authority, acts or omissions of third parties including Authorities, vandalism, criminal conduct, adverse weather that (in The Provider opinion acting reasonably) renders performance unsafe or impractical, natural disasters, access issues (including building closures or lock outs), loss of service by utility suppliers, telecommunications carriers or telecommunication service providers or where The Provider is unable to access infrastructure, or loss due to hardware failures within the normal operating risk (in this latter case other than to seek to diagnose the issue within 3-6 hours and repair within 24-48 hours).

21.2 Upon The Provider receiving notice of vandalism of a Water Station, The Provider will:

21.2.1 clean-up or remove the damage; and

21.2.1.1 in the event of breakage, repair the Water Station within a reasonable time frame;

22. Damages and leaks.

22.1 The Provider will not be liable for any flood or water damage caused from damage to a water station.

22.2 Any damages caused to the water Stations from the Lessee will be repaired and all costs associated will be paid for by the Lessee.

22.3 The Provider will not be liable for any associated water supply costs, caused from leaking connections.

22.4 The Provider will not be liable for any damage or injury due to improper use or installation.

23. Provider marketing

23.1 The Provider may take photographs and cinematograph films of the Purchaser’s goods, and reproduce, publish and communicate same, for the purpose of marketing and promoting the company and its services.

24. Termination

24.1 The Provider has the right to terminate the contract and remove the Water Station for any of the following reasons:

24.1.1 If the Water Station is routinely damaged from environmental, graffiti, vandalism, or any other causes.

24.1.2 If the advertising panels are damaged or stolen more than once.

24.1.3 If the Lessee is behind in payments.

24.1.4 If the site, paths, tracks, roads are modified to an extent that affects the suitability of the location.

24.1.5 Any act of Force Majeure.

25. End of Term services

Transition Out

25.1 Upon termination or expiry of the Agreement, the Provider will provide the End of Term Services. This involves the plan for removal and or extension of the contract.

26. Definitions and interpretation

26.1 In this Agreement the following definitions apply:

Additional Structures means objects or structures which are installed over, under or alongside water stations  which have a public use or are located in a public space, including, without limitation:

(a) litter or recycling bins;

(b) Shade structures

(c) bike racks;

(g) passenger information and timetable displays;

(h) tourist information units;

(j) poster bollards.

Advertise means to make any information generally or publicly known in any way (including, without limitation, through use of posters or any other printed material or paintings or any digital or electronic method of display of information).

Advertisement means any substance, material, object, mechanism, facility or configuration which is used to Advertise on a Water Station.

Agreement means the agreement set out in this document, including all its Schedules, as may be varied or amended from time to time in accordance with its terms.

Approvals means all approvals for the design, installation, relocation, removal and maintenance of

Water Stations or Additional Structures to be supplied, installed and maintained under this Agreement

and advertising on Water Stations, including:

(a) all necessary planning approvals, consents, licences or approvals required by relevant

Councils or Government authorities; and

(b) approval of water authorities for the connection of water to the Water Stations.

Water Stations means Existing Water Stations and New Water Stations. This can include drinking fountains, bottle refill stations and any other water dispensing device.

Footings means all works required to properly and effectively support a Water Station or any additional Structure including any mountings or bolts to keep the Water Station or Additional Structure in place.

Force Majeure means:

(a) an act of God;

(b) strike, lockout or other industrial disturbance or labour difficulty that do not affect only the

affected party;

(c) an act of war or terrorist incident;

(d) a civil disturbance or riot; or

(e) a fire, explosion or earthquake.

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

Installation Fee means the fee payable by the  Lessee to the Provider under clause 6 for the supply and installation of Water Stations and Additional Structures.

Intellectual Property Rights means all copyright, patents, patent applications, trade marks

(registrable or not), designs (registrable or not), eligible circuit layout rights, trade secrets, trade,business or company names, and other intellectual property rights.

Legislative Requirements includes:

(a) Acts, Ordinances, regulations, by-laws, rules, orders, awards and proclamations of the

Commonwealth and the State of Victoria or any other relevant authority;

(b) certificates, licences, consents, permits, approvals and requirements of organisations

having jurisdiction in connection with the carrying out of the work and provision of goods

and services under this Agreement; and

(c) fees and charges payable in connection with the foregoing.

Maintenance Fee means the fee payable by the Lessee to the Provider for cleaning and maintaining Water Stations and Additional Structures.

Personnel means the Provider’s employees, agents, officers or subcontractors engaged for the purposes of fulfilling the Provider’s obligations under this Agreement.

Site means the site or location of a Water Station or where a Water Station may be installed, as approved by the  Lessee .

Term means the Initial Term and any Further Terms.

MEET PAT – WARRANTY

1. WHAT IS COVERED BY THIS DEFECTS WARRANTY POLICY
Meet PAT warrants that new products purchased either from Meet PAT direct or through authorised distributors, which are still in the possession of the initial purchaser, will be free from defects for the warranty period, subject to the terms of this Policy.

A product may be defective if Meet PAT finds that it is non-conforming in material or workmanship and if the non-conformance materially impairs the performance of the product having regard to the purpose for which it was designed and the limitations stated below.

Meet PAT will, in its unfettered discretion, either repair or replace the product

2. WARRANTY PERIOD
The following warranty periods apply to Meet PAT products and commence on the date when the product is supplied:

PRODUCTS AND APPLICABLE WARRANTY PERIOD

Permanent Water Stations – Three (3) Year
Portable Water Stations – One (1) Year
Special Products – One (1) Year

Meeta Company Monitoring and Smart Technology Products – One (1) Year or as otherwise stated on their website

Service parts used in repairs pursuant to this Defects Warranty Policy carry the remaining balance of the repaired product or one (1) year, whichever is greater.

3. HOW TO CLAIM UNDER THIS DEFECTS WARRANTY POLICY

Please send written notice of the defective product including the date of purchase, product details and the nature of any defect to:

Products and Things Pty Ltd as a trustee for Meet Pat Unit Trust

Level 1, 419 Townsend Street

Albury, NSW, 2640, Australia

Phone: 1300 559 875

Email: sales@meetpat.com.au

4. LIMITATIONS
This warranty will not cover products that:
a) Include customer-specified materials or finishes that are not part of Meet PAT’s standard product range at the time of manufacture;
b) Are not installed and maintained as recommended in Meet PAT’s written installation and maintenance guidelines;
c) Have not been used in accordance with any applicable usage guidelines;
d) Have been misused or usage is in excess of normal wear and tear;
e) Have been damaged for example as a result of collision, theft or vandalism; and/or
f) Are manufactured by a third-party supplier and then resold by Meet PAT without incorporating any Meet PAT manufactured product into the third party product.

Finishes and components on Meet PAT products are updated periodically to respond to the demands and changing preferences of our customers. As a result we may discontinue some options before expiration of the Applicable Warranty Period and do not guarantee that any replacement product or part will be identical to, or match the finish of, the original.

5. AUSTRALIAN CONSUMER LAW
• Our goods come with guarantees that cannot be excluded under the Australian Consumer Law (ACL). Under the ACL you may be entitled to:

• A replacement or refund for a major failure and compensation for any loss and other reasonably foreseeable loss or damage; or

• Have the goods repaired or replaced if they fail to be of acceptable quality and the failure does not amount to a major failure.

• This Defects Warranty Policy gives benefits that are in addition to other rights and remedies under laws which may apply to the goods.

6. OTHER CONDITIONS
Consequential Damage
Meet PAT will not be liable for any claimed loss or damages to ground coverings, walls, foundations, fixtures or any other consequential loss due to any defective product.

Not Covered
The warranty does not cover product assembly or disassembly charges, visits or calls by specialised technicians, costs incurred by the customer to remove or reinstall products or costs associated with the unavailability of the product.

The production of printed materials involves many subjective decisions of matters including but not limited to colour, density, fit and finish. Where the Purchaser does not personally attend and review all proof and print production stages the decisions that Company makes will be held to be the Purchaser’s decisions. The Purchaser will indemnify and hold Company blameless should any aspect of the printed material be considered cause for rejection of the material by the Purchaser, the Purchaser’s agents or any other party. While Company will endeavour to ensure information included in printed materials is correct the Purchaser as the final responsibility for proof reading all materials and ensuring that there are no errors or omissions. Where estimates refer to delivered quantities of items such as but not limited to printed matter an acceptable variation of ±10% will apply.

Natural Materials
Any imperfections in finishes or in natural materials used should not be considered as faults but a typical characteristic of these crafted products.

Qualification
In the case of products requiring only minor rectification under warranty, Meet PAT reserves the right to supply on a “parts only” basis to the customer where appropriate. Parts may include: battens, fixings, valves etc.

REMOTE MONITORING AND SMART TECHNOLOGY TERMS AND CONDITIONS

In selected models, Meet PAT water stations are equipped with Meeta Company Pty Ltd remote monitoring and smart technology components. For this technology, this parts have additional disclaimers.

1. Warranty

Smart technology monitoring equipment can have a different warranty period or terms compared to the Meet PAT water station. Refer here for warranty details.

2. Database accuracy

Product data and databases are manged by Meeta Company Pty Ltd (refer to their terms and conditions).  Meet PAT will not be be liable for any incomplete, out do date, corrupt or otherwise incomplete data.

Meet PAT will not be liable for the interpretation of data and its accuracy.

Meet PAT will not be liable for any data loss or damages as a result of data loss.

Meet PAT takes no responsibility for network outages, resulting in disruptions to the recording or presentation of data.

3. Network Coverage

Meet PAT cannot guarantee the network coverage across the chose location nor can guarantee that live data will be available in each local area. Meet PAT with Meeta Company Pty Ltd primarily uses the Lora Network. A coverage and frequency indication map can be found on the Meeta Co website