The Applicant carries on the business of Motor Vehicle Racing.
The Applicant is responsible for arranging social media posts at a minimum of 1 newsfeed post a month to remind your audience about the code you have.
The Company carries on the business of selling and distributing aftermarket and genuine automotive parts for all makes and models and is seeking to sponsor in respect of the Applicant’s Vehicle they are driving in any Vehicles.
The Applicant has agreed to grant sponsorship rights to the vehicle to the Company on the terms and conditions of this Agreement.
- Definitions and interpretation
In this Agreement the following terms must, unless the context otherwise requires, have the following meanings:
Agreement means this agreement (including any schedules) and any document that varies or supplements it.
Benefits means the benefits specified in schedule 1.
Commencement Date means the date provided in schedule 1.
Competitor means any person who reasonably may be regarded as being a competitor with the Company or its Related Bodies Corporate in the industry.
Confidential Information means any information:
- relating to the business of the Company or the Applicant;
- of the Company or the Applicant which is designated by the respective owner as confidential; or
- of the Company or the Applicant which is of a confidential or sensitive nature, which is marked or denoted as confidential or which a reasonable person to whom that information is disclosed or to whose knowledge the information comes would consider confidential, which is disclosed by the Company or the Applicant to the other, directly or indirectly, or otherwise comes to the knowledge of that party in relation to or in connection with this Agreement, whether that information is in oral, visual or written form or is recorded or embodied in any other medium.
Vehicle means the vehicle that is raced by the applicant, from the signed date for 12 months or until further notice by writing.
GST has the same meaning given to the term in the GST Law.
GST Law means A New Tax System (Goods & Services Tax) Act 1999 (Cth), related legislation and any delegated legislation made pursuant to such legislation.
Insolvency Event means the occurrence of any one or more of the following Vehicles event in relation to a party:
- an application made to a court for an order that the party be wound up, declared bankrupt or that a provisional liquidator or receiver and manager be appointed, unless the application is withdrawn, struck out or dismissed within 7 days of it being made;
- the appointment of a liquidator or provisional liquidator;
- the appointment of an administrator or a controller to any of the party’s assets;
- that party (or in the case of a corporation) its holding company enters into an arrangement or composition with one or more of its creditors, or enters into an assignment for the benefit of one or more of its creditors;
- that party proposes a reorganisation, moratorium, deed of company arrangement or other administration involving one or more of its creditors, or its winding-up or dissolution;
- that party is insolvent as disclosed in its accounts or otherwise states that it is insolvent, or is presumed to be insolvent, under an applicable law;
- that party becomes an insolvent or under administration, or action is taken which could result in such event;
- that party is taken to have failed to comply with a statutory demand as a result of section 459F(1) of the Corporations Act 2001 (Cth) (Corporations Act);
- a notice is issued under section 601AA or 601AB of the Corporations Act;
- a writ of execution is levied against that party or the party’s property;
- that party ceases to carry on business or threatens to do so; or
- anything occurs under the law of any jurisdiction which has a substantially similar effect to any of the above clauses of this definition.
Intellectual Property means copyright, all rights conferred under statute, common law or equity in relation to inventions (including patents), registered and unregistered trademarks, registered and unregistered designs, look and feel, circuit layouts and all other rights resulting from intellectual activity in, but not limited to, the industrial, scientific, literary or artistic fields, but does not include Moral Rights.
Moral Rights means:
- a right of attribution of authorship;
- a right not to have authorship falsely attributed; or
- a right of integrity of authorship, conferred by the Copyright Act 1968 (Cth) and rights of a similar nature anywhere in the world that exist now or that may come to exist in the future.
Personal Information has the meaning defined in the Privacy Laws.
Privacy Laws means any legislation or administrative requirement (as amended from time to time) imposing an obligation in relation to the collection, use, disclosure, storage and transmission of Personal Information which is applicable to a party in the performance of its obligations under this Agreement, including without limitation any codes, principles or guidelines contained in or arising out of such legislation.
Related Bodies Corporate has the meaning provided in the Corporations Act.
Sponsorship means the sponsorship granted pursuant to this Agreement.
Sponsorship Fee means the fee stated in schedule 1.
Termination Date means the date provided in schedule 1.
Except to the extent that the context otherwise requires:
- a reference to any legislation is a reference to that legislation as modified or re-enacted from time to time, and includes all regulations and statutory instruments issued under it;
- a reference to dollars or $ is to Australian currency; and
- if there is any inconsistency between this Agreement, the schedules or any other document or attachment incorporated by reference, to the extent of
any such inconsistency, the order of priority will be:
- this Agreement (excluding the schedules);
- the schedules; and
- any attachment or document incorporated by reference.
- Grant of Sponsorship
- The Sponsorship will commence on the Commencement Date and terminate on the Termination Date, unless terminated earlier in accordance with this Agreement (Term).
- In consideration of the payment of the Sponsorship Fee, the Applicant appoints the Company as sponsor for the Term and grants the Benefits to the Company.
- The Company acknowledges that other persons and organisations may be sponsors of, or suppliers to, the Vehicle but will not be a competitor to the Company.
- Sponsorship Fees and payment
- The Company must pay the Applicant the Sponsorship Fee at the times and in the manner provided in schedule 1.
- The Applicant must issue the Company with a tax invoice for the Sponsorship Fee and the Company will pay the tax invoice in accordance with schedule 1.
- All amounts payable or other consideration provided in respect of supplies made in relation to this Agreement are exclusive of GST. Where a supply is a taxable supply, all amounts payable or other consideration provided must be increased by the amount of GST payable in relation to the supply.
- All GST must be paid at the time any payment to which it relates is payable (provided a tax invoice has been issued for the supply). Where any GST payable is not referable to an actual payment, then it must be paid within 10 days of a tax invoice being issued by the party making the supply.
- The Applicant acknowledges and agrees that if any event is cancelled or rescheduled for any reason, the Applicant must not be relieved of any of its obligations under this Agreement.
- Applicant Sponsorship obligations
- The Applicant will:
- use its best endeavours to promote the Company as a sponsor of the Vehicle;
- give the Company reasonable notice of any promotional activity planned by the Applicant in relation to the Vehicle;
- ensure agreed publications (including but not limited to invitations, banners, signage, promotional products and merchandise) acknowledge the Sponsorship of the Company;
- recognise, as agreed from time to time, the promotional requirements and interests of the Company; and
- The Applicant must not do anything which, in the Company’s reasonable opinion, would:
- lessen the value of the Sponsorship to the Company; or
- bring the reputation of the Company into disrepute.
- Marketing materials
- As soon as practicable after the Commencement Date, the parties will discuss and agree to guidelines relating to promotional materials (including all advertising material and media releases) for the Vehicle (Guidelines).
- The Applicant must conform to the Company Guidelines for all promotional material.
- Prior to the approval of the Guidelines, both parties must only release promotional material provided there is prior written consent from the other party.
- Unless otherwise agreed between the parties, the applicant producing the promotional materials in relation to the Sponsorship must pay for the production of those promotional materials.
- Under the affiliate program, Company grants applicant access to display ‘Auto Parts Central’ trademarked insignia/branding assets (Assets) on applicant vehicle and for applicant social media platforms.
- Company Assets must only be used in conjunction with the Affiliate Program.
- Company will provide Applicant with ‘Auto Parts Central’ Assets for Applicant to display in advertising.
- Company will provide Applicant with one (1) Asset per event, or additional assets if otherwise agreed upon.
- Applicant is not to alter Company Assets without prior approval.
- If Company requests that Applicant discontinue use of Assets at any time, Applicant must comply immediately.
- Upon termination of this Agreement, Applicant must immediately discontinue the use of Company Assets, unless otherwise agreed upon.
- Upon termination of this Agreement, Company will refrain from using any new Affiliate Marks or content Applicant may create following termination of this Agreement; however, the Company reserves the right to continue displaying content created between Company and Applicant during the tenure of this Agreement.
Nothing contained or implied in this Agreement constitutes a party the partner, agent, or legal representative of the other party for any purpose, or creates any partnership, employment, agency or trust. Neither party has the authority to bind the other party in any way, other than to the extent of the express terms found within these terms and conditions.
- Intellectual Property and Moral Rights
- The Company grants to the Applicant a non-exclusive, non-transferable, royalty free licence for the Term to use the Company’s Intellectual Property strictly for the purposes of performance of this Agreement.
- Each party acknowledges that the other party’s Intellectual Property is the property of the owning party, and it has no right, title or interest in or to the Intellectual Property of the other party except as expressly set out in this Agreement.
- Each party must obtain from all persons who have Moral Rights in connection with any promotional materials which it contributes under this Agreement all necessary written consents such that the use of the materials in the manner contemplated by this Agreement or in any other way by a party, its licensees, successors in title and anyone authorised by any of them to do acts comprised in the copyright in the materials will not infringe any person’s Moral Rights.
- Applicant grants Company a nonexclusive, non-transferable, royalty-free right to use and display applicant trademarks, service marks and logos (“Affiliate Marks”) in connection with the Affiliate Program and this Agreement.
- Confidentiality and privacy
- Neither party may disclose any Confidential Information of the other party without obtaining the prior written consent of the other party.
- A party may disclose any Confidential Information:
- to its employees, officers and agents on a need to know basis provided that they comply with the obligations of this clause 8;
- if required to do so, to the extent that the disclosure is required by law; and
- to any professional advisors.
- If the Applicant discloses Personal Information to the Company for the purposes of or in connection with this Agreement, the Company will:
- conform with its statutory obligations under the Privacy Laws;
- immediately notify the Applicant if it becomes aware of any unauthorised access to, or unauthorised disclosure of, such Personal Information, and provide advice as to whether it considers that such security breach may result in serious harm to any individual to whom the information relates;
- comply with any directive from the Applicant as to which party will discharge any mandatory reporting obligation arising from the incident;
- conduct or assist the Applicant in conducting a reasonable and expeditious assessment of the breach or suspected breach; and
- ensure compliance with all mandatory data breach reporting obligations arising out of the breach or suspected breach.
- The Applicant warrants to the Company that it has full power, capacity, and authority to enter into and perform its obligations under this Agreement.
- The Company warrants to the Applicant that it has full power, capacity, and authority to enter into and perform its obligations under this Agreement.
- The Applicant agrees to indemnify and keep indemnified the Company against any liability, actions, claims, demands, damages, costs, and expenses incurred or suffered by the Company or its Related Bodies Corporate in connection with or arising in any way out of the Sponsorship or a breach by the Applicant of the provisions of this Agreement.
- The Company agrees to indemnify and keep indemnified the Applicant against any liability, actions, claims, demands, damages, costs, and expenses incurred or suffered by the Applicant in connection with or arising in any way out of the Sponsorship or a breach by the Company of the provisions of this Agreement.
- Despite any other provision of this Agreement, Company is not liable to Applicant for indirect, incidental, special, consequential, or punitive loss or damages however arising (including negligence).
- Company may terminate this Agreement without cause by giving the applicant 14 days’ notice in writing.
- Without prejudice to any other rights it may have, either party may terminate this Agreement by notice in writing to the other party in the following circumstances:
- the other party is in breach of any of the terms of this Agreement and fails to remedy the breach within 14 days after the date on which written notice of the breach has been served on the other party;
- if the other party becomes subject to Insolvency; or
- if, for any reason, either party, in the reasonable opinion of the other party, comes into general disrepute or is the subject of criticism that may adversely reflect upon the other party, the party forming this opinion may terminate this Agreement providing 14 days written notice to the other party.
- Without prejudice to any other rights it may have, Company reserves the right to terminate this Agreement by notice in writing to the Applicant if the Vehicle or an event is cancelled during the operation of this Agreement.
- All notices to be given under this Agreement are to be in writing, by email or post.
- Notices must be forwarded to the other party by prepaid post, registered mail or by email to the addresses set out in this Agreement or otherwise as notified in writing to the other party from time to time.
- All notices served under this Agreement will be considered to have been received 14 business days after posting, unless sent by facsimile in which case the notice must be deemed to have been received on the date shown on the sender’s transmission report.
If any part of this Agreement is held to be invalid or unenforceable in any way, the remaining provisions will not be affected and remain in full force for the Term.
Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.
No waiver by either party of any provisions of this Agreement will amount to a waiver of any other provision of this Agreement unless made in writing and signed by the party against whom the waiver would have been enforced.
Any variation to this Agreement must be in writing and signed by both parties.
- Governing law
This Agreement will be governed by the laws of New South Wales and the parties irrevocably submit to the non-exclusive jurisdiction of the courts in New South Wales, Australia.
- Entire agreement
This Agreement constitutes the entire agreement between the parties in respect of the Sponsorship, and supersedes all prior agreements, representations, negotiations, and correspondence.
- Commencement date (clauses 1 and 2)
Date of Applicant signature
- Termination date (clauses 1 and 2)
12 Months from commencement date
- Sponsorship fee (clauses 1 and 3)
- The initial sponsorship credit of $1,000 of in store credit is paid in a lump sum into Applicant’s APC account, within the 14 days following the Applicant’s next event.
- Commissions are earned in the way of Auto Parts Central store credit and community donations.
- Commissions are capped at $2,500 in store credit per annum.
- Commission earned is 10% of the sale value per referral.
- Payment schedule (clause 3)
- The initial sponsorship fee will be paid by Company into Applicant’s Auto Parts Central account only after the first event the applicant races in and attends to. Payment will be made 14 days after event or unless notified by email from Ben Falcke, Kyle Simpson, or other Company members.
- Commissions are paid by the Company into the applicants Auto Parts Central account at the end of every month.
- Applicant to provide Auto Parts Central with a list of events Applicant intends to participate in.
- You should provide us with notice if you cannot attend an event as soon as you become aware of your inability to participate
- Continual non-attendance (of 3 or more events in a 5-event span) nullifies this agreement and we reserve the right to rescind any monetary contributions made under the expectation that participation was to be fulfilled and cancel any future payments to be made in accordance with this Agreement