In this agreement, unless the context otherwise requires:
'Agreement' means these terms and conditions (including the Schedule).
'Business' means the business of selling and promoting entertainment products and services.
'Business Name' means the name or names specified in Item 1 of Schedule 1 or any associated name:
'Commencement Date' means the date of this Agreement
'Compliance Policies' means:
training or education programs, circulars and bulletins, operating and other manuals, and promotional and advertising guidelines of which the Licensed Dealer is advised by Guard Group from time to time; and (b) programs of which the Licensed Dealer is advised by Guard Group, designed and implemented from time to time to ensure compliance or consistency with any:
law, regulation or code of practice, including any amendment to any of these, affecting the business; and
business practice, procedure or standing adopted in the operation of the business from time to time:
'Confidential Information' means information relating to Guard Group business, operations, promotions, business plans, service, costs, marketing plans, and includes sales and training materials, procedures, suppliers, commission rates, organisation and management of the business and, without limitation:
information marked as confidential; or
information which ought reasonably to be understood to be confidential whether provided orally or in writing
'Directors' means the Directors of the Licensed Dealer:
'Identifiers' means any images, slogans or other identifying or distinguishing marks or concepts used in relation to the Business including the Business Name, Trade Marks, other trade and service marks, design layouts and colour schemes and limits use to those specified under clause 3.1 of this Agreement:
'Licence' means the licence granted to the Licensed Dealer under clause 3 of this Agreement.
'Notice in Writing' means in the form written in paper transmitted via post or electronic media such as facsimile, sms, mms, e-mail and such other electronic means.
'Trade Marks' means the trademarks or trade names used in the Business that Guard Group is authorised to sub-licence to the Licensed Dealer and limits use to those specified in clause 3.1 of this Agreement;
In this Agreement, unless the context otherwise requires:
words importing the singular shall include the plural and vice versa;
words importing any gender shall include all other genders;
reference to a person shall be construed to include references to an individual, firm, body corporate, association (whether incorporated or not), trust, government and a governmental, semi-governmental, local authority or agency; or
where any of the parties consists of more than one person, the obligations of each person shall be joint and several;
headings are for convenient reference only and have no effect in limiting or extending the language of the provisions to which they refer;
references to any party to this agreement include that party's executors, administrators and permitted assigns, or if that party is a company, it successors and permitted assigns;
where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings; and
reference to 'Rupees' or 'PKR' is a reference to the lawful currency of the Commonwealth of Australia.
2. TERM AND APPOINTMENT OF LICENSED DEALER
This Agreement commences on the Commencement Date as specified in Schedule 1, and has an initial term of 12 months and will continue after the initial term for a consecutive 12 month period unless and until it is terminated in accordance with this Agreement.
The Licensed Dealer accepts the appointment and undertakes at all times to act in accordance with the terms and conditions of this Agreement and in the best interests of Guard Group and the Business.
3. GRANT OF LICENCE
As from the Commencement Date, Guard Group grants to the Licensed Dealer a non exclusive licence to use Guard Group’s identifiers and to permit its employees to use the Guard Group identifiers to carry on the business in accordance with this Agreement and the Licensed Dealer accepts the licence (“Licence”). Such identifiers are limited to the use of Guard Group logo on business cards or Photo ID Badges, Store Signage (internal and external) and Marketing Literature and letterhead as approved by Guard Group on a case-by-case basis. If Guard Group provides business cards to the Licensed Dealer, then the Licensed Dealer must pay for the cost of producing and printing such items.
Termination of this Agreement constitutes a termination of the Licence.
4. LICENSED DEALER OBLIGATIONS
The Licensed Dealer must:
Carry on, and must ensure that its employees carry on, the Business strictly in accordance with the provisions of this Agreement, the Compliance Policies and any reasonable requests made or directions given by Guard Group from time to time;
Observe any bulletins, manuals and guidelines issued by Guard Group subsequent to the date of this Agreement, or issued prior to the date of this Agreement and provided to the Licensed Dealer by Guard Group and
At all times comply with all laws and industry codes of practice, including without limitation, provision of the Trade Practices Act 1974, and observe high ethical standards and exercise reasonable care and skill in carrying on the Business.
The Licensed Dealer must not, and must ensure that its employees do not make any representations or statements (illegal or otherwise) or give any warranties about the Business or the Services other than as expressly permitted by this agreement or authorised by Guard Group or the Business.
The Licensed Dealer must not, and must ensure that its employees do not, do or fail to do any act, matter or thing which may adversely affect the reputation of, or otherwise damage or incur liability for, Guard Group or the Business.
The Licensed Dealer must use its best endeavours, and must ensure that its employees use their best endeavours, to promote the Business.
The Licensed Dealer acknowledges and agrees that:
Guard Group may also appoint other Licensed Dealers who may compete with the Licensed Dealer
The appointment of the Licensed Dealer by Guard Group is personal to the Licensed Dealer and neither that appointment nor any right or obligations arising under this Agreement may be transferred without the prior written consent of Guard Group (which will not be unreasonably withheld).
5. GUARD GROUP'S OBLIGATIONS
Guard Group will provide management services assisting the Licensed Dealer in the operation of the Business in accordance with this Agreement
Guard Group will make available to the Licensed Dealer the benefit of its knowledge and experience in the operation of the business and will provide assistance to the Licensed Dealer as Guard Group in its sole discretion, considers warranted in the circumstances.
6. INTELLECTUAL PROPERTY
Nothing in this Agreement transfers to the Licensed Dealer or its employees any right, title or interest in Guard Group identifiers, Guard Group documentation or any materials produced as part of the compliance policies.
The Licensed Dealer must use and ensure that its employees use Guard Group identifiers as part of Compliance Policies for the purpose of carrying on the business in accordance with the terms of this Agreement.
Guard Group must approve all advertising materials using Guard Group name or logo.
Guard Group is entitled to terminate this Agreement immediately by notice in writing to the Licensed Dealer on the following conditions:
if Guard Group can prove that the Licensed Dealer breaches or threatens to breach any law or industry code of practice, including without limitation the Trade Practices Act 1974, or the compliance policies of fails to perform or observe any material provision of this Agreement;
if the Licensed Dealer fails to pay any monies due to Guard Group under the terms of this agreement or otherwise;
If the Licensed Dealer sells or otherwise disposes of all or any part of its business which is in itself directly dealing with Guard Group without notifying Guard Group and requesting its approval.
If the Licensed Dealer, being an individual, dies and the Licensed Dealer cannot reasonably continue to be operated by his heirs or known associates.
If the Licensed Dealer, becomes insolvent, compounds with its creditors, is in subject of an application of winding up or is wound up or goes into liquidation or enters into a scheme of arrangement except for the purposes of solvent reconstruction which have been approved by Guard Group.
Either Guard Group or the Licensed Dealer may terminate this Agreement at any time and without cause by giving to the other thirty (30) days written notice or other means of electronic communications like facsimile, e-mail or short messaging service (sms) and at the expiration of that notice this Agreement shall terminate.
8. EFFECT OF TERMINATION
On termination of this Agreement, the Licensed Dealer must ensure that its employees and sales agents immediately:
Cease use of Guard Group identifiers and any manuals or other materials supplied to the Licensed Dealer by Guard Group
Return to Guard Group all copies of all manuals supplied to the Licensed Dealer by Guard Group together with forms, stationery, business cards, advertising material and other printed matter and signs used in the operation of the Licensed Dealer business which bear any of Guard Group identifiers.
On termination of this Agreement, the Licensed Dealer must immediately pay to Guard Group all amounts owing to Guard Group by the Licensed Dealer and the Licensed Dealer shall be entitled to set off against amounts it owes to Guard Group any amount Guard Group owes to the Licensed Dealer.
9. RELATIONSHIP OF PARTIES
In relation to promoting sales and services:
The Licensed Dealer must conduct the Business as an independent proprietor;
None of the Licensed Dealer nor its employees is a partner or employee of, or joint venturer with or agent of Guard Group.
Nothing in this agreement shall constitute a partnership or joint venture or common business undertaking between Guard Group and the Licensed Dealer or any other person.
The Licensed Dealer is not in any way authorised to, and must ensure that its employees do not contract or purport to contract services in the name of Guard Group and or assume any obligation on behalf of Guard Group and or bind Guard Group in any way, including purporting to make warranties, promises or representations on behalf of Guard Group.
10. ENTIRE AGREEMENT
This Agreement supersedes and replaces all and contemporaneous agreements, understandings and representations, whether oral or written, between the parties and relating to the subject matter hereof, and constitutes the entire understanding of the parties with respect to the subject matter of this Agreement. This Agreement may not be modified, changed, altered or amended except by an express written agreement signed by duly authorised representatives of the parties thereof.