TOTAL INTERACTIVE (THE COMPANY)
VENUE TERMS AND CONDITIONS
PRINT DISPLAY AND DIGITAL MEDIA

  1. During the term the Company will install at no cost to the Grantor Digital Media and/or Print Display Media equipment (The Equipment) at the Grantor’s venue to promote the business of the Grantor on the Company’s display system (The Display System) in accordance with the terms of this agreement.
  2. In consideration of the Grantor supplying the Company with information as to its business activities at or prior to the signing of this agreement the Company will maintain the Equipment throughout the Term.
  3. In consideration of the Company supplying the Equipment and the Display System the Grantor agrees to operate the Display System at all times during the Grantor’s trading hours.
  4. The Equipment will at all times remain the property of the Company.
  5. The Display System will advertise the business of sponsors selected by the Company and as agreed with the Grantor which shall not compete with the business of the Grantor with the form and content of the advertisements to be agreed by the parties in advance and shall include at no charge to the Grantor a broadcast to promote the Grantor’s business.
  6. The Grantor’s program (digital only) will be broadcast on the Display System for a maximum of seven (7 ½ and half) minutes shown repeatedly throughout the Grantor’s trading hours.
  7. During the term the Company will provide 30 seconds of advertising space to promote a charity of the Grantor’s choice at no charge to the Grantor with four artwork changes per annum. This right is non transferrable.
  8. The Grantor shall allow access to the Company and its authorised representatives to enter the Grantor’s venue at all times during normal trading hours for the purposes of inspecting, servicing, maintaining and repairing the Display System and all Equipment.
  9. The Grantor will if required provide to the Company a letter of authority for the Company to approach local businesses to seek sponsorship for the Display System.
  10. The rights granted to the Company by the Grantor for the Display System are solely and exclusively for the benefits of the Company.
  11. Commission payment to the Grantor.
    1. The Company shall pay the Grantor a commission in a sum equivalent to 5 percent of the gross advertising revenue received by the Company deriving from this agreement on the Payment Day in each Accounting Period.
    2. At the end of each Accounting Period, the Grantor will need to request from the Company the 5 percent relative figure of qualified advertising revenue generated, for the purpose of the Grantor to raise a commission invoice for 5% of the advertising revenue and provide same to the Company.
    3. For the purpose of this Clause 11:-
      1. the first Accounting Period shall be the period of 12 months commencing from the date of installation and placement of the Display System at the Grantor’s venue. The accounting period shall thereafter mean each period of 12 months starting at the end of the first accounting period.
      2. “Payment Day” shall mean the day falling 7 days from the receipt by the Company of the commission invoice from the Grantor.
  12. If the Company shall fail to secure sufficient sponsorship, the installation of the Display System Equipment will not take place. The Company may remove the Equipment and Display System and terminate this agreement if sufficient sponsorship is not maintained.
  13. This agreement will be for a term of three (3) years from the date of the agreement (The Term). The parties agree that this agreement will continue thereafter for successive terms of three (3) years each until the agreement is terminated in writing. If the Grantor does not wish to continue this agreement after the expiry of the Term the Grantor must provide written notice to the Company no later than 12 months before the expiry of the term.
  14. Each of the parties acknowledges that, in entering into this agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided for in this agreement.
  15. This agreement contains the whole agreement between the parties. This agreement supersedes any prior written or oral agreement between the parties relating to it and the parties confirm that they have not entered into this agreement on the basis of any representations that are not expressly incorporated in this agreement.
  16. The Grantor shall not assign, delegate, subcontract, mortgage, charge or otherwise transfer any of its rights or obligations under this agreement without the prior written approval of the Company.
  17. Neither party shall have any liability or be deemed to be in breach of this agreement for any delays or failure in performance of this agreement which result from circumstances beyond the reasonable control of that party. The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay in or failure in performance and when they cease to do so.
  18. Any notice to be given under this agreement shall be in writing and shall be sent by registered mail service to the address of the relevant party set out in this agreement or to such other address as that party shall from time to time notify to the other party in accordance with this clause. Such Notice shall be treated as being served two business days after the date of posting.
  19. The validity, construction and performance of this agreement shall be governed by the laws of New Zealand. Any dispute arising under or in connection with this agreement shall be subject to the non-exclusive jurisdiction of the New Zealand courts to which the parties to this agreement hereby submit.