OZINDIA SHOPPING FESTIVAL TRADER AGREEMENT

BETWEEN:

SpartanIT 90 Beresford Road Greystanes NSW 2145,

; and the person described in Item 1 of

Schedule 1 (Trader).

INTRODUCTION

1. SpartanIT organises the “OzIndia Shopping Festivals” and SPARTANIT permits the

Trader to use a Stall at OzIndia Shopping Festival and to display  goods in the

Proposed venue as detailed in this “OzIndia Shopping Festival Trader

Agreement”.

2. OzIndia Shopping Festival is the marketplace situated from time to time as

decided by SPARTANIT.

3. The Trader agrees to use a Stall,at OzIndia Shopping Festival as detailed in this Agreement.

THE PARTIES AGREE AS FOLLOWS:

1. INTERPRETATION

1.1. Definitions

Agreement means this OzIndia Shopping Festival Trader Agreement and

all schedules.

Booking Fee means the fee payable by the Trader for its booking

during the Booking Cycle for the right to use the Stall and includes Stall fee.

GST means goods and services tax, value added tax,

consumption tax or similar tax.

GST Invoice means a tax invoice under the GST Law.

GST Law has the same meaning as in the A New Tax System

(Goods & Service Tax) Act 1999 (Cth).

Permitted Use means the SPARTANIT approved use described in

Item 7 of Schedule 1.

Stall means the Stall allocated to the Trader from time to time by

SPARTANIT at SPARTANIT’s Discretion.

Standard stall means a 1.8m by 1.8 m or stall as with 1.8 m table provided.

 

Weekend Trading Hours means 10:00 am - 5:00 pm (5:00 pm

EDS) or as notified by SPARTANIT from time to time.

1.2. Headings In this Agreement, headings are for convenience of

reference only and do not affect interpretation.

1.3. SPARTANIT’s capacities

Nothing in this Agreement shall in any way diminish, vary or fetter

the statutory rights and obligations of SPARTANIT as consent

authority under the SPARTANIT Act or be deemed to operate as an

agreement by SPARTANIT in such capacity unless expressly stated

otherwise herein. SPARTANIT enters this agreement strictly in relation

to the role as organiser of OzIndia Shopping Festival.

2. THE STALL

2.1. Use of the Stall

Subject to compliance with its obligations under this Agreement, the

Trader has the right to occupy and use the Stall for the Permitted Use

and must not use or occupy any other Stall or space without the prior

written consent of SPARTANIT (which may be withheld in the SPARTANIT

absolute discretion).

2.2. Provision of Stall

SPARTANIT will provide the Stall and provide the table,

details of which are included in Item 9 of Schedule 1 and the Trader

must not alter the structure of the Stall or erect any additional structures,

including display fixtures, without the prior written consent of SPARTANIT

(which may be withheld in SPARTANIT’s absolute discretion).

2.3. Obligation to open Stall

The Trader must conduct its business from the Stall in accordance with

the Permitted Use each day required and at all times during the Trading

Hours.

2.4. Allocation and Relocation

If Item 5 of Schedule 1 includes the word "Variable", allocation of a Stall

will be allocated at discretion of OzIndia Shopping Festival.

SPARTANIT may relocate the Trader to another Stall at SPARTANIT’s discretion

and will make reasonable efforts to give to the Trader prior oral or written

notice of its intention to relocate the Trader.

2.3 Nature of right of occupation

The rights under this Agreement is a contractual licence right not a lease

and does not confer any estate or interest whatsoever in any land or any

right of exclusive possession in any part of OzIndia Shopping Festival or Stall.

Successful registration with SPARTANIT as a Trader and payment of the

Booking Fee does not create or imply any form of tenancy or any

estate or interest in the Stall or imply any future. rights or licence.

3. FEES

3.1. Payment of Fees

Upon the parties entering this Agreement, the Trader will be given an

web-login identity and password to access the Portal for booking and

payments. All payments must be made online by credit card or PayPal.

The Trader will receive a tax invoice online after the payments have

been processed.

The Trader agree that it will book and pay via the Portal to secure a stall

on the dates selected in the Booking Cycle.

After a Stall booking has been accepted by SPARTANIT, SPARTANIT will not

give any refund if the Trader subsequently cancels the booking. The

OzIndia Shopping Festival Manager has absolute and unfettered discretion to

determine whether extenuating circumstances warrant an exception to

this rule.

3.2. GST

1. If any Supply made by SPARTANIT under this Agreement (including

the supply of the right to occupy the stall and the supply of any

other rights, goods, services, benefits or other things) is subject to

the GST, the Trader must pay in addition to the consideration

payable by the Trader for the relevant Supply, the GST Amount.

1. (b) The GST Amount:

(i) is equal to the consideration payable by the Trader for the

relevant Supply multiplied by the prevailing GST rate; and

(ii) is payable at the same time and in the same manner as

the consideration for the Supply to which the additional

amount relates.

(iii) SPARTANIT must give to the Trader a GST Invoice in respect

of any payment received by SPARTANIT from the Trader that

relates to any Supply made by SPARTANIT under this

Agreement which is subject to GST.

4. TERM

This Agreement commences on the Commencement Date noted in item

2 of Schedule 1 and terminates on the date noted in item 3 of Schedule

1.

5. PERMITTED USE

5.1. Use of the Stall

The Trader must not use or occupy the Stall for any purpose other than

for the Permitted Use noted in item 7 of Schedule 1. The Trader may

only change the Permitted Use by obtaining prior written approval from

SPARTANIT (which may be withheld in SPARTANIT’s absolute discretion). The

Permitted Use (assessing products to be sold) will be assessed in

accordance in the Trader Criteria of SPARTANIT at its discretion. The

criteria is initially assessed at the time of application and an variation to

the Permitted Use is assessed against the same criteria.

5.2. Goods for sale

The Trader must not sell or offer to sell any goods or merchandise other

than goods and merchandise of the nature described in Item 7 of

Schedule 1 or as approved in writing by SPARTANIT from time to time

(which may be withheld in SPARTANIT’s absolute discretion).

All goods and merchandise offered for sale or sold by the Trader must

comply with relevant safety and compliance standards. The Trader

warrants that all relevant safety and compliance standards have been

met in relation to the goods and merchandise sold.

5.3. Non Exclusivity

The Trader acknowledges that its right to use the Stall for the Permitted

Use and for the sale of the goods and merchandise described in Item 7

of Schedule 1 are not exclusive to the Trader and that SPARTANIT may

permit other Traders to conduct like business at OzIndia Shopping Festival and

sell like goods and merchandise notwithstanding that any such other

business is similar in whole or in part to the Permitted Use.

6. TRADING

6.1. Trading Hours

SPARTANIT may from time to time give notice of changes in Trading Hours

to the Trader. The Trader must occupy the Stall and open for business in

accordance with the Trading Hours, otherwise the Stall will be deemed

to be free and SPARTANIT may if it wishes permit another person to use

and occupy the Stall and relocate the Trader or cancel this Agreement.

The Trader must not close its stall for business during the Trading Hours

without the prior written consent of SPARTANIT (which may be withheld in

SPARTANIT’s Discretion).

6.2. Trading days

OzIndia Shopping Festival will be open as organised by  SPARTANIT.

7. ASSIGNMENT AND TRANSFER

The Trader must not transfer, assign or sub-let any rights or obligations

under this Agreement.

8. TERMINATION

8.1. Termination by SPARTANIT for breach

SPARTANIT may terminate the right to use and occupy the Stall for any

breach of this Agreement or Trader Manual at any time by giving oral or

written notice to that effect to the Trader. It is acknowledged by the

Trader that no notice will be required under this clause and the Trader

may be requested by SPARTANIT to vacate the Stall immediately without

compensation.

8.2. Termination by SPARTANIT without cause

Notwithstanding any other provision of this Agreement, SPARTANIT may

terminate this Agreement for any reason at any time provided SPARTANIT

gives 4 weeks notice to the Trader. The Trader acknowledges that

SPARTANIT will not be liable to the Trader for any compensation

whatsoever in the event of any termination by SPARTANIT under this clause

and the Trader agrees that it will not make any claim against SPARTANIT

for termination provided that the notice required by this clause has been

given to the Trader.

8.3. Termination by Trader

SPARTANIT reserves the right to advertise, publicise or promote the Trader

in connection with OzIndia Shopping Festival. The Trader is encouraged, whilst

it is a Trader, to advertise, publicise and promote its connection with the

OzIndia Shopping Festival. The Trader must ensure that any advertisement,

publication or promotion is positive. Traders must obtain specific written

permission to use any logos associated with OzIndia Shopping Festivals or

SPARTANIT.

If the Trader no longer wishes to be registered to trade at the Rocks

Market and terminate this Agreement, it must notify SPARTANIT by email

and provide SPARTANIT with 2 weeks notice.

8.4. Release

Notwithstanding clause 9.3, on receiving a Termination Notice from the

Trader, SPARTANIT may, in SPARTANIT’s absolute discretion, release the

Trader from the terms and conditions of this Agreement. SPARTANIT will not

refund to the Trader released under this clause 9.4 such fees paid in

advance by the Trader.

9. PROMOTION and ADVERTISING

SPARTANIT reserves the right to advertise, publicise or promote the Trader

in connection with OzIndia Shopping Festival. The Trader is encouraged, whilst

it is a Trader, to advertise, publicise and promote its connection with the

OzIndia Shopping Festival. The Trader must ensure that any advertisement,

publication or promotion is positive. Traders must obtain specific written

permission to use any logos associated with OzIndia Shopping Festivals or

SPARTANIT.

10. SIGNAGE

10.1 Subject to clause 11(b), the Trader must not display any form

of signage, including but not limited to handwritten signage,

without the prior written consent of SPARTANIT (which may be

withheld in SPARTANIT’s absolute discretion).

10.2 The Trader must display a trading or business name on a

professionally prepared sign no wider than the Stall.

10.3 The Trader must not display signage that prohibits any

activity without the prior written consent of SPARTANIT (which

may be withheld in SPARTANIT’s absolute discretion).

11. PROPER CONDUCT

11.1 The Trader will conduct itself and ensure that its servants

and agents conduct themselves in a proper and orderly

manner and in accordance with the Trader Manual and any

reasonable direction of SPARTANIT.

11.2 The Trader must not (and must ensure that the Trader’s

servants and agents do not) insult or intimidate other

Traders, customers or SPARTANIT staff. The Trader must treat

customers with courtesy and must engage in fair trading

practice consistent with consumer laws.

11.3 Rudeness or inappropriate conduct to other Traders,

customers or SPARTANIT staff may result in termination of this

Agreement and refusal to grant any future Agreement.

12. NOISE CONTROL

The Trader must not in connection with its use and occupation of the

Stall:

(a) use any public address system, microphone or amplified

equipment of any type without the prior written consent of; or

(b) through the use of any plant or equipment or the behaviour of the

Trader, give rise to any "offensive noise" as defined in the

Protection of the Environment Operations Act 1997.

13. CLEAN AND PROPER CONDITION

13.1 The Trader must, to the absolute satisfaction of SPARTANIT,

keep the Stall area in a clean and proper condition during

Trading Hours and leave the Stall area in a clean and proper

condition at close of business including removing all rubbish

and materials from OzIndia Shopping Festival. Should the Trader fail

to do so, then SPARTANIT may if it thinks fit carry out or cause

to be carried out all such cleaning, repairs and like work as

may be necessary and costs will be sought from the Trader

as due and payable.

13.2 The Trader must maintain at all times a high standard of

visual merchandising and Stall presentation. The Trader

must immediately remove or rearrange any display or

structure SPARTANIT deems unsuitable, unsatisfactory or

unsafe.

13.3 The Trader must ensure that all merchandise, equipment

and signs are kept within Stall boundaries at all times.

13.4 The Trader must ensure that all Stall equipment is firmly

secured to protect personal and public safety at all times.

14. LOADING AND UNLOADING

The Trader must comply with all directions of SPARTANIT relating to the

loading or unloading of vehicles to enable access for loading and unloading.

16. GAS CYLINDERS AND APPLIANCES

The Trader must not use, any gas cylinders and/or gas appliances at the

Stall unless those cylinders and/or appliances meet the applicable

Australian Standards provided always that the usage of such gas

cylinder and/or appliance shall be at the risk of the Trader.

17. GOVERNMENT REQUIREMENTS

The Trader must at all times comply with the laws, regulations and

requirements of Local, State and Federal Government and any statutory

authority and direction of such authority with respect to the use and

occupation of the Stall and the conduct of any business from the Stall,

and in particular, all consumer, fair trading, sale of goods, public health

and environmental laws and regulations.

18. TRADERS MANUALS

18.1. Compliance with Traders Manual

The Trader acknowledges that it has read the Traders Manual and

agrees that it will:

(a) comply with OzIndia Shopping Festivals Traders Manual at all times; and

(b) comply with all reasonable directions of SPARTANIT in connection

with the use and occupation of the Stall or the Storage Facility and

the conduct of any business from the Stall

18.2. This Agreement will prevail

If there is any inconsistency between OzIndia Shopping Festivals Traders Manual

and this Agreement, this Agreement will prevail to the extent of any

inconsistency.

19. INSURANCE

19.1. Trader's obligation to take out insurance

The Trader must take out and maintain with an APRA approved insurer,

such insurances as SPARTANIT may from time to time notify the Trader

which includes, without limitation, insurance with regard to:

1. the Trader's goods and merchandise for full reinstatement and

replacement value, including any goods and merchandise stored in

the Storage Facility;

1. the business conducted in accordance with the Permitted Use;

iii. workers compensation and Work Health and Safety where

applicable; and

20. public liability as provided in clause 20.3.

19.2. Trader to provide copy of insurance policy

The Trader must provide SPARTANIT with copies of Certificates of Currency

of its insurance policies before the Commencement Date, and provide

evidence of currency throughout the term of this Agreement.

19.3. Public Liability Insurance

1. The Trader must affect and maintain adequate public risk

insurance in respect of the Stall for an amount which is not less

than $10 million (or such greater amount as may be required by

SPARTANIT from time to time) and ensure that such insurance covers

the requirements of this Agreement.

1. Such insurance policy must be placed by the Trader:

iii. with an APRA approved insurer and not make any exclusions,

endorsements or alterations to the policies, nor allow them to be

made, without the prior written consent of SPARTANIT (which may be

withheld in SPARTANIT 's Discretion).

1. waive any claim by the insurer against SPARTANIT;
2. lodge with SPARTANIT prior to commencement of trading and

whenever requested by SPARTANIT, a certificate of currency of

insurance and any duplicate or certified copies of the policies or

renewal certificates and endorsement slips; and

1. punctually pay all premiums in respect of those policies and

renewals of them and ensure the policies do not lapse during the

Registration Period.

19.4. Not void insurance

The Trader must not undertake or permit any act upon the Stall or the

area of OzIndia Shopping Festival which would void any insurances of SPARTANIT

or Trader.

20. LOSS AND DAMAGE

SPARTANIT will not be liable for any injury (including death), loss or

damage occasioned to or suffered by the Trader, its servants or agents

as a result of the use and occupation of the Stall or in connection with

the business activity carried on by the Trader from the Stall or in

connection with the use of the Storage Facility (if applicable), including

any act by any other Trader or third party.

21. INDEMNITY

The Trader must indemnify and keep indemnified, SPARTANIT, its

employees and agents, against any damages, loss, cost, expense or

liability incurred by SPARTANIT , its employees or agents, or any claim,

action or proceedings, made against SPARTANIT, its employees or agents,

(whether alone or jointly with the Trader), arising out of the use and

occupation of the Stall or the Storage Facility (if applicable) or out of the

conduct of any business activity from the Stall or from any act done by

the Trader, its servants or agents or contractors in relation to the Stall.

22. TEMPORARY CEASING OF OZINDIA SHOPPING FESTIVAL

22.1. Trader to be notified

SPARTANIT may from time to time and in SPARTANIT’s Discretion cease to

operate OzIndia Shopping Festival or the Trader's Stall on any particular day,

including if weather conditions are deemed too extreme.

In doing so, SPARTANIT will make reasonable efforts to notify the Trader of

the details of the temporary cessation.

22.2. Wet weather

OzIndia Shopping Festival is an open-air all weather market that trades in wet

weather, heat, cold and wind. The Trader must trade regardless of the

weather conditions, except in the case of official cancellation by SPARTANIT

as per clause 21.1.

24. NOTICES

24.1. Method of giving notices

A notice, consent, approval or other communication (each a Notice)

under this Agreement must be communicated by email.

24.2. Addresses for notices

For the purpose of this clause, the email address of a person is the

address set out below or another address of which that person may from

time to time give Notice to each other person:

(a) in the case of the Trader, the email address described in Item 1 of

Schedule 1;

(b) in the case of SPARTANIT, as follows:

Name: OzIndia Shopping Festival

Email Address: ozindia999@gmail.com

25. WAIVER

The non-exercise of or delay in exercising any power or right of SPARTANIT

does not operate as a waiver of that power or right nor does any single

exercise of a power or right preclude any other or further exercise of it or

the exercise of any other power or right. A power or right may only be

waived in writing, signed by the Chief Executive Officer or delegated

Officer of SPARTANIT.

26. Amendment

This Agreement may only be amended or supplemented in writing,

signed by the Trader and SPARTANIT. The amendment will not be effective

against SPARTANIT unless signed by its authorised officer.

27. SEVERANCE

Any provision of this Agreement which is invalid or unenforceable shall

be read down to the extent that it is valid and enforceable, and is

otherwise capable of being severed from this Agreement without

affecting the remaining provisions of this Agreement.

28. PRIOR AGREEMENTS

The parties agree that by entering into this Agreement all previous

Trader agreements between the parties are terminated and are of no

further effect except to the extent of any liabilities incurred by the Trader

prior to the termination of such agreements.

29. ACKNOWLEDGMENT BY THE TRADER

The Trader acknowledges that in entering into this Agreement:

(a) it has not relied on any oral representation of SPARTANIT or any of its

officers or agents or employees in relation to any matter

concerning OzIndia Shopping Festival and the financial benefits to the

Trader in entering into this Agreement or the likely duration of this

Agreement or the financial viability of the Permitted Use at The

OzIndia Shopping Festival;

(b) it has made its own enquiries in relation to the financial viability of

the Permitted Use at OzIndia Shopping Festival and the financial benefits

to the Trader;

(c) it has considered consulting its solicitors before entering into this

Agreement;

(d) the Trader/s named in Item 1 of Schedule 1 must be involved in

the operation of the Stall; and

(e) the Trader has read OzIndia Shopping Festivals Traders Manual and

acknowledges acceptance of the conditions contain therein.

31. PARKING AND TRAFFIC

(a) The Trader must observe all parking and traffic regulations at all

times.

(b) The Trader must be considerate of local residents and members of

the public and respect their premises and property.

30. ACCEPTANCE

This agreement is made to the Trader and if agreeable must accept the

terms of the Agreement via the Portal to click “I accept”.