Good Drinks General Terms and Conditions

Application of General Terms and Conditions

1.1 These General Terms and Conditions will apply to the sale, hire or supply of any Goods and the provision of any Services by Good Drinks to the Customer and will form part of any Contract resulting from Good Drinks’ acceptance of an Order.

1.2 In the event of any inconsistency between these General Terms and Conditions or the terms of any Contract and the terms of a document issued by the Customer, these General Terms and Conditions and the terms of any Contract will prevail.

1.3 Parts A, and B of these General Terms and Conditions will apply and form part of any Contract between Good Drinks and the Customer for the supply of Goods.

1.4 If the Customer enters into a Tap and Signage Lease Agreement, Parts A, B and C of these General Terms and Conditions will apply and form part of the Tap and Signage Lease Agreement

Part A – General Terms

Definitions and Interpretation

2.1 In these General Terms and Conditions:

(a) Consequential Loss means any loss of profit, loss of revenue, loss of business, loss of contract or indirect costs, losses or damages however arising and whether an action in contract, in tort (including negligence), under statute or on any other basis in law or equity.
(b) Contract means any agreement for the supply of Goods and Services from Good Drinks to a Customer, a Credit Agreement, a Tap and Signage Lease Agreement, a Guarantee or any other contract between Good Drinks and the Customer which is subject to these General Terms and Conditions.
(c) Credit Agreement means the agreement between Good Drinks and the Customer for the supply of Goods and/or Services by Good Drinks on credit.
(d) Customer means the person, company or other entity that places an Order with Good Drinks for the provision of Goodsand/or Services from Good Drinks.
(e) Details means the details set out in the Tap and Signage Lease Agreement.
(f) Equipment means any equipment sold, hired or otherwise supplied by Good Drinks to the Customer as described in any Tap and Signage Lease Agreement between the Parties and Part B of these General Terms and Conditions.
(g) Force Majeure Event means any unexpected event or circumstance beyond the reasonable control of a Party and which, by the exercise of reasonable care by that Party, it is not able to overcome which includes but is not limited tofires, floods, strikes, wars, defaults of Good Drinks’ suppliers or subcontractors, delays in transportation, or loss or damage to Goods in transit.
(h) Good Drinks means Good Drinks Australia Ltd (ACN 103 014 320), its successors and assigns.
(i) Goods means any goods purchased by, or supplied to, the Customer from Good Drinks and includes any Equipment, the Incentives, Products and any marketing and promotional material or other items supplied by Good Drinks under the Tap and Signage Lease Agreement.
(j) Guarantee means a guarantee in favour of Good Drinks in respect of an obligation of the Customer under a Contract.
(k) Incentives means the incentives described in any Tap and Signage Agreement.
(l) Insolvency Event means the occurrence of any of the following events in relation to the Customer:
(i) commencing winding up;
(ii) suffering a mortgagee taking possession of the Customer’s assets;
(iii) suffering a liquidator, provisional liquidator, receiver, receiver and manager, voluntary administrator, administrator of a deed of company arrangement being appointed;
(iv) making any composition or arrangement or assignment with or for the benefit of its creditors;
(v) ceasing to carry on its business;
(vi) proceedings are commenced or an application is made for the appointment of any persons listed in sub-clause (iii) above; or
(vii) becoming insolvent within the meaning of section 95A of the Corporations Act 2001 (Cth).
(m) Intellectual Property means any patent, registered design, trade mark, name, copyright or any other protected right.
(n) Order means any order (whether written or verbal) made by or on behalf of the Customer to Good Drinks for the supply of Goods and/or Services.
(o) Party means either Good Drinks or the Customer and Parties means both.
(p) PPSA means the Personal Property Securities Act 2009 (Cth) as amended, including any regulations made pursuant to it.
(q) Products means the products described in the Tap and Signage Lease Agreement.
(r) Services means any service supplied by Good Drinks to the Customer and it includes any Tap and Signage Lease Agreement.
(s) Tap and Signage Lease Agreement means a Tap and Signage Lease Agreement between Good Drinks and the Customer.
(t) Term means the term set out in the Details.
(u) Venue is the Customer’s location of business (if applicable).

2.2 Interpretation

(a) Reference to any Act shall include all statutory amendments and re-enactments thereof for the time being in force and any regulations or bylaws made thereunder.
(b) An obligation, representation or warranty on the part of more than one person is entered into by and is enforceable against those persons jointly and each of them severally.
(c) A reference to a person includes a reference to the person’s executors, administrators, successors and assigns.

Liabilities

3.1 If any law which cannot be excluded applies, that law overrides any contrary provision in these General Terms and Conditions. However, if any law can lawfully be excluded, then to the maximum extent permitted by law, all terms and warranties expressed or implied by any legislation, the common law, equity, trade custom or usage or otherwise, in relation to the provision of Goods and/or Services are excluded.
3.2 Good Drinks is not liable in respect of any defects or damage in relation to the Goods if such defects or damage are caused or contributed to by the Customer, its employees or agents or any third party or result from any alteration to the Goods by the Customer, its employees or agents or any third party.
3.3 Good Drinks is not liable for any defect in or damage to the Goods unless the Customer gives Good Drinks written notice of the existence of and nature of the defect or damage within 14 days after delivery.
3.4 Neither party is liability for any loss or liability arising out of or in connection with this agreement for any Consequential Loss which may be suffered or incurred by the Customer in connection with the Contract.
3.5 Without limiting any other clause, Good Drinks is not liable for any loss or damage arising from or in connection with:
(a) the late delivery of the Goods to the Customer; or
(b) the failure of Good Drinks to fulfil an Order.

3.6 Good Drinks is not liable in any respect for any loss or damage arising from or in connection with the Customer’s use of the Goods including without limitation any liability or loss whatsoever suffered by third parties, including the Customer’s customers, and the Customer must indemnify and keep Good Drinks indemnified from and against all actions, claims, proceedings, costs, losses and damages incurred or awarded in respect of or arising directly or indirectly out of the Customer’s use of the Goods.

3.7 To the extent that any legislation, law or equity implies any term or warranty, or prohibits provisions in a Contract excluding or modifying the application of, exercise of or liability under that term or warranty, the liability of Good Drinks for breach of that term or warranty is
limited, at the discretion of Good Drinks to:
(a) the resupply of the relevant Goods or Services; or
(b) the payment of the cost of fixing any defect or damage, or replacing any loss; or
(c) fixing any defect or damage or replacing any loss.

3.8 To the extent that Good Drinks is held to be liable to the Customer for a monetary amount in respect of any actions, claims, proceedings, costs, losses and damages suffered or incurred by the Customer in connection with the Goods or Services, despite any other provision (but subject to clause 3.1), Good Drinks’ liability to the Customer is limited to an amount equal to the total amount paid by the Customer to Good Drinks for the relevant Goods or Services

Indemnity

4.1 The Customer indemnifies Good Drinks against any liability resulting from:

(a) Loss/damage to property, injury or death related to Goods/Services;

(b) Acts or omissions by the Customer or their agents;

(d) Remedial actions taken by Good Drinks;

(e) Loss/damage to the Goods; or

(f) Negligent or improper use of Goods by the Customer.

GST

5.1 “GST”, “Tax Invoice”, “Supply” etc., are defined by the GST Act 1999 (Cth).

5.2 Prices are exclusive of GST unless stated otherwise.

5.3 If GST applies, the Customer must pay the GST amount in addition to the price.

5.4 Good Drinks must provide a valid tax invoice or adjustment note.

5.5 If the GST amount changes due to adjustment, payments must be corrected accordingly.

General

6.1 Force Majeure

(a) Subject to that Party’s compliance with clause 6(b), a Party shall not be liable to the other Party for any breach or failure to perform any obligation under the Contract, to the extent that such failure is caused by a Force Majeure Event.

(b) If a Party seeks to rely on its rights under clause 6.1(a) in respect of a Force Majeure Event, it must first notify the other Party in writing of the occurrence of the Force Majeure Event and the circumstance resulting from or arising from it that prevent it from fulfilling its obligations under the Contract or otherwise complying with its terms within seven (7) days of the occurrence of the Force Majeure Event.

(c) A Party exercising its rights under clause 6.1(a) must do all things reasonably required to mitigate the impact of a Force Majeure Event and resume the performance of the Contract immediately upon the cessation of the Force Majeure Event.

6.2 Amendments

An amendment or variation to a Contract is not effective unless it is in writing and signed by the Parties

6.3 Assignment

The Customer may not assign (either in whole or in part), subcontract or otherwise transfer any of its rights under a Contract without the prior written consent of Good Drinks.

6.4 Set-Off

Good Drinks may (in its absolute discretion) set off any amount due from the Customer to Good Drinks against any amount payable by Good Drinks to the Customer under a Contract.

6.5 Notices

(a) Any notices, demands, consents or communications required or permitted under a Contract must be given in writing to the relevant Party at its address for service (as nominated in the relevant Contract or such other address advised in writing) by post, hand delivery or email.

(b) A notice is deemed to have been received:

(i) if sent by post, 5 days after posting; and

(ii) if sent by email, is taken to have been served as soon as it is sent unless a send failure notice is received.

6.6 Severability

If any of these General Terms and Conditions is or becomes for any reason wholly or partly invalid, that term or condition shall, to the extent of the invalidity, be severed without prejudice to the continuing force and validity of the remaining conditions.

6.7 Waiver

No failure, delay, relation or indulgence on Good Drinks’ part in exercising any power, right or remedy precludes any other or further exercise of that or any other power, right or remedy.

6.8 Governing Law

This Contract is governed by the laws of the State of Western Australia.

Title and Risk

7.1 Risk in relation to the Goods transfers to the Customer upon collection or delivery of the Goods by Good Drinks to the Customer.

7.2 Until payment is received for the Goods, the Goods remain the property of Good Drinks, and the Customer must not hire out, charge or lend or otherwise part with possession of the Goods without the prior written consent of Good Drinks.

PPSA and Security

8.1 As security for the payment of all amounts which from time to time may be payable by the Customer to Good Drinks, and the performance of all of the Customer’s obligations under a Contract, the Customer charges in favour of Good Drinks all of its present and after acquired real and personal property (including all personal property as defined by the PPSA).

8.2 The Customer acknowledges and agrees that Good Drinks may register a security interest in the Goods on the Personal Property Securities Register at any time and the Customer waives any right the Customer may have to receive any notice under the PPSA.

8.3 The Customer must not:

(a) create any form of security interest over the Goods in favour of any third party;
(b) register, or permit to be registered, a financing statement or financing change statement in respect of a security interest contemplated or constituted by a Contract and/or these General Terms and Conditions without Good Drinks’ prior written consent; or
(c) register, or permit to be registered, a financing statement or financing change statement in relation to the Goods in favour of any third party without Good Drinks’ prior written consent.

8.4 To the maximum extent permitted by law, the Customer and Good Drinks agree that the following provisions of the PPSA do not apply to the enforcement by Good Drinksof its security interest in the Goods: sections 95, 118, 121(4), 125, 130, 132(3)(d), 132(4), 135, 142 and 143.

8.5 The Customer must promptly do anything required by Good Drinks to ensure that Good Drinks’ security interest is a perfected security interest and has priority over all other security interests in the Goods.

8.6 Nothing in this clause is limited by any other provision of the General Terms and Conditions or any other agreement between the Parties.

8.7 The Customer is liable to pay all of Good Drinks’ legal costs on an indemnity basis which are incurred as a result of Good Drinks taking steps to protect, recover under and/or enforce in any way the securities created..

Part B – Additional Terms for the Supply of Goods

Orders

9.1 Acceptance of any Order is at the discretion of Good Drinks.

9.2 The quantity, quality and description of and specification of the Goods are taken to be as set out in the Order (as accepted by Good Drinks).

9.3 An Order which has been accepted by Good Drinks cannot be cancelled by the Customer in any manner (including by non acceptance of delivery) except with the agreement in writing of Good Drinks and on condition that the Customer must indemnify Good Drinks in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses (including legal fees) incurred by Good Drinks as a result of cancellation

Price

10.1 The price for the Goods is exclusive of any additional charges payable by the Customer in accordance with these General Terms and Conditions.

10.2 Good Drinks may change the price of the Goods from time to time by giving notice to the Customer at any time prior to Good Drinks accepting in writing an Order from the Customer.

Payment

11.1 Unless there is a Credit Agreement in place, payment for the Goods must be made to Good Drinks by the Customer at the time of delivery.

11.2 If any payment to be made by the Customer to Good Drinks is overdue, interest may be charged by Good Drinks at the Bank Bill Swap Bid Rate (BBSY) plus 5% calculated and compounded daily, until the amount overdue is paid in full. Interest is payable on demand.

11.3 If any money owed by the Customer to Good Drinks is overdue, Good Drinks may withhold delivery of the Goods until arrangements as to payment or credit have been established which are satisfactory to Good Drinks.

Delivery

12.1 Good Drinks will arrange delivery of the Goods to the address as specified in the Order, unless otherwise requested.

12.2 If Good Drinks has arranged for delivery of the Goods, all charges in connection with such delivery are payable by the Customer in addition to the price for the Goods.

12.3 Indicated delivery times are estimates only and Good Drinks will not be liable for any delay in meeting such delivery times.

12.4 The Customer is responsible for inspecting the Goods on delivery and must notify Good Drinks in writing if there is any damage, discrepancy, defect or shortage, or in the event of non-delivery. The Customer cannot claim against Good Drinks in respect of any defect which should have been apparent on a reasonable visual examination of the Goods but is not notified to Good Drinks on delivery.

12.5 In any event, the Customer is taken to have accepted the Goods if the Customer retains the Goods after delivery.

Handling and Storage of the Goods

13.1 The Customer is responsible for the safe, proper handling and storage of the Goods and must comply with any reasonable direction of Good Drinks for the safe and proper handling of the goods, and for the protection of the reputation of Good Drinks.

13.2 The Customer must not mix the Goods supplied by Good Drinks with other liquids or substances supplied by any other person.

Kegs and Equipment

14.1 Where the Goods are supplied in kegs or other containers supplied by Good Drinks:

(a) the Customer must store the Goods (including full kegs) in a secure, cool location out of direct sunlight;

(b) the Customer must store any empty kegs in a secure location;

(c) the Customer must not dispense the Goods from any taps, devices or other dispensers not bearing the Good Drinks brand, logo or other identifying mark, as supplied by Good Drinks, except as authorised by Good Drinks;

(d) pallets, kegs, containers and dispensers and any other similar equipment supplied by Good Drinks to the Customer in connection with the supply of the Goods (Supply Facilities) remains the property of Good Drinks at all times and cannot be sold by the Customer to any third party, or otherwise disposed of in any manner, without the consent of Good Drinks;

(e) if Goods are delivered on pallets, the Customer will transfer the pallets onto their pallet account or the Customer will return the pallet or an exchange pallet to the delivery driver at the time of delivery;

(f) the Customer must notify Good Drinks once kegs are empty and arrange for the kegs to be returned within 7 days of being emptied;

(g) in any event unless otherwise specified by Good Drinks, all Supply Facilities must be returned by the Customer to Good Drinks no later than 3 months after supply by Good Drinks; and

(h) notwithstanding that all Supply Facilities remain the property of Good Drinks, the Customer is responsible for any loss of or damage to any Supply Facilities as well as for any other liability associated with any Supply Facilities. The Customer must adequately insure all Supply Facilities for such risks and must include Good Drinks as a co-insured in all such insurance. The Customer must provide reasonable evidence of the currency of such insurance whenever requested by Good Drinks. The Customer holds the proceeds of any such insurance relating to any Supply Facilities in trust for Good Drinks

Default by Customer

15.1 Good Drinks may terminate any Contract by giving written notice of termination to the Customer if the Customer:

(a) fails to make any payment for the Goods when due;

(b) defaults in complying with these terms of the Contract;

(c ) repudiates any Contract in any way;

(d ) becomes subject to any Insolvency Event; or

(e) ceases, or threatens to cease, paying the Customer’s debts or ceases, or threatens to cease, conducting the Customer’s business in the normal manner.

15.2 Termination does not affect or prejudice any rights Good Drinks has accrued prior to the termination.

15.3 If the Customer defaults in any of its obligations, including its obligation to make payment of the price of the Goods or any other payment required to be made by the Customer, and Good Drinks exercises a right to terminate a Contract with the Customer, Good Drinks may thereafter take any such steps as may be available to Good Drinks in respect of any loss or damage suffered by reason of the default of the Customer including, without limitation entering the Venue where the Goods are kept and repossessing them. Good Drinks may then resell the Goods and retain the proceeds.

15.4 If Good Drinks exercises its rights to enter any of the Venues and repossess the Goods, the Customer indemnifies Good Drinks against any costs, expenses, claims, damages or demands Good Drinks may suffer as a result of re-taking possession of the Goods. 15.5 The Customer is liable to pay all of Good Drinks’ costs, expenses and claims, including legal costs on an indemnity basis, which may be incurred as a result of the Customer defaulting in any of its obligations under a Contract.

Part C – Special Terms for Tap and Signage Lease Agreement

Definitions

Unless the context requires otherwise, capitalised terms have the meaning given to them in the Tap and Signage Lease Agreement unless otherwise defined herein.

Obligations of Customer

16.1 Customer

During the Term, the Customer must:

(a) fulfil its obligations as set out in the Tap and Signage Lease Agreement;

(b) only supply the Products in each Venue and in the manner specified in these General Terms and Conditions and in accordance with Good Drinks’ directions; and

16.2 Promotion and Marketing

In operating each Venue, the Customer must:

(a) ensure that relevant Product brand livery is clearly visible on the tap points;

(b) ensure that all promotional material supplied by Good Drinks to the Customer is prominently displayed in each Venue in locations specified by Good Drinks;

(d) ensure that the Good Drinks brand is prominently listed on all menus and beverage lists at each Venue; and

(e) use its best endeavours to market, promote and advertise the Products in all promotional and advertising material associated with each Venue.

16.3 Quantity Calculation

The Customer acknowledges and agrees that:

(a) the volume of Product purchased by the Customer will be calculated by Good Drinks by reference to Good Drinks’ accounting information system and that calculation is final;

(b) the volume will exclude any Products that are returned or provided for promotional purposes or at discounts greater than those set out in the Tap and Signage Lease Agreement; and

Good Drinks’ Obligations

17.1 Good Drinks to provide Incentive

Good Drinks agrees to provide the Incentive to the Customer as follows:

(a) where the Incentive is a money payment, such payment is exclusive of GST and will be payable within 30 days of receipt by Good Drinks of a valid tax invoice in relation to that payment from the Customer, or as otherwise specified in the Details;

(b) where the Incentive is a discount on the price of the Product, Good Drinks must provide the Incentive as a discount on invoices for the Product; and

17.2 Supply of Product and Price

(a) Good Drinks agrees to sell to the Customer, and the Customer agrees to purchase from Good Drinks, the Product for the prevailing list price published by Good Drinks (less any discount set out in the Details) during the Term in accordance with Part B of these General Terms and Conditions.

(b) The Customer agrees to purchase at least the Minimum Quantity of Products.

17.3 Promotional Activity Fund and Marketing Material

If the Details specify a promotional activity fund contribution as part of the Incentive then:

(a) Good Drinks must accrue the amount per litre specified in the Details and may report the accrued amount to the Customer on a quarterly basis.

(b) The Customer and Good Drinks will agree from time to time on mutually beneficial marketing and promotional activities to be funded by the funds accrued. If no agreement is reached between the Parties, Good Drinks is not obliged to spend the promotional activity fund contribution and the promotional activity fund contribution will become the property of Good Drinks.

(c) At the end of the Term (or earlier determination), any promotional activity fund contribution accrued will become the property of Good Drinks.

17.4 Pricing

Good Drinks will advise the Customer from time to time of the recommended retail price at which Good Drinks products should be sold at the Venue. This is a recommended price only.

Tap Lease Conditions

18.1 Lease Classification

(a) Good Drinks has the exclusive right to provide signage (in a design that is satisfactory to Good Drinks in its absolute discretion) in the form of a tap decal, badge or tap handle on the tap point(s) as set out the Details.

(b) Good Drinks has the exclusive right to supply Products to the tap point(s) as set out in the Details.

(c) Substitution of the specified tap point(s) can only occur with the written approval of Good Drinks. (d) Good Drinks may modify the mix of Products to be supplied through the specified tap point(s) with the Customer’s consent.

Tap Equipment

19.1 Supply of Equipment

(a) Good Drinks must, within a reasonable time after the execution of the Tap and Signage Lease Agreement by both parties, supply the Equipment to the Customer for the exclusive use of pouring the Products for the duration of the Term.

(b) Good Drinks will retain absolute title over the Equipment until the Customer has purchased the Minimum Quantity of Products during the Term.

19.2 Installation

The Customer must arrange for the Equipment to be connected to the tap system at the Venue within 3 business days of the Equipment being supplied to the Customer. All connections must be carried out in accordance with all relevant laws by suitably qualified persons and otherwise to the satisfaction of Good Drinks.

19.3 Title and Risk

(a) Risk in relation to the Equipment transfers to the Customer on the Commencement Date.

(b) The Equipment shall at all times remain the property of Good Drinks and the Customer must not sell or hire out, charge or lend or otherwise howsoever part with the Equipment without the prior written consent of Good Drinks.

(c) Subject to sub-clause (d), title to the Equipment will pass to the Customer upon the Customer having purchased the Minimum Quantity of Products during the Term.

(d) If the Customer does not purchase the Minimum Quantity of Products during the Term then without limiting any other rights of Good Drinks, title to the Equipment does not pass to the Customer and must be surrendered to Good Drinks at the end of the Term or earlier determination of the Tap and Signage Lease Agreement.

19.4 Insurance

(a) Unless Good Drinks issues an election in accordance with clause 19.4(b), the Customer must maintain with a reputable insurer all insurances that would usually be maintained by a prudent owner of the Equipment and must on demand supply proof of that insurance to Good Drinks.

(b) Good Drinks may elect to maintain with any insurer any insurance that would usually be maintained by a prudent owner of the Equipment.

(c) If Good Drinks takes out insurance in respect of the Equipment, the Customer must on demand pay Good Drinks’ cost of that insurance

19.5 Terms of Use of Equipment

The Customer must:

(a) not move or relocate the Equipment from any Venue;

(b) not modify or otherwise alter the Equipment;

(d) ensure that the Equipment is used for its proper purpose and in accordance with all operation manuals and in accordance with Good Drinks’ directions;

(e) not remove, deface or cover-up Good Drinks’ branding, name plate or mark that is attached to or otherwise appears on the Equipment;

(f) if the Equipment includes any electrical component, ensure that it is correctly earthed during use, and ensure that all electrical maintenance of the Equipment is carried out by a qualified person;

(g) allow Good Drinks to inspect the Equipment as and when required by Good Drinks; and (h) not sell, hire, lease or otherwise deal with the Equipment except in accordance with the Tap and Signage Lease Agreement.

19.6 Repossession of Equipment

(a) If:

(i) the Tap and Signage Lease Agreement is terminated for any reason prior to the Customer purchasing the Minimum Quantity;

(ii) the Customer is in breach of the Tap and Signage Lease Agreement and that breach remains un-remedied seven (7) days after receiving written notice of the breach;

(iii) the Customer has made any misrepresentation to Good Drinks;

(iv) Good Drinks reasonably considers that the Customer is likely to prejudice Good Drinks’ interest in the Equipment; or

(v) an Insolvency Event occurs, then the Customer authorises Good Drinks to access each Venue or any place where the Equipment is located without notice to repossess the Equipment. If Good Drinks exercises its rights to enter upon any Venue and repossess the Equipment, the Customer indemnifies Good Drinks against any costs, expenses, claims, damages or demands Good Drinks may suffer as a result of re-taking possession of the Equipment.

19.7 Theft, Loss or Damage

(a) The Customer must immediately notify Good Drinks in writing of any loss or damage to the Equipment and the Customer shall not attempt to repair the Equipment without Good Drinks’ prior written approval.

(b) If the Equipment is lost or damaged then the Customer must, at the Customer’s cost, repair or replace the Equipment as directed by Good Drinks.

19.8 Customer Fails to Maintain Equipment

If the Customer fails to maintain the Equipment in accordance with these General Terms and Conditions then Good Drinks may enter the Venue and carry out the maintenance of the Equipment and the Customer must pay Good Drinks maintenance costs on demand.

Intellectual Property and Confidentiality

20.1 Intellectual Property Rights

All the Intellectual Property rights subsisting in the Products and in Good Drinks’ branding and marketing material belongs to Good Drinks. Except as provided in this clause 20, the Customer shall have no right in respect of any of the Intellectual Property or of the goodwill associated therewith.

20.2 Limited Right to Use

(a) Good Drinks hereby grants the Customer a revocable licence for the duration of the Term to use its Intellectual Property in branding and marketing material only in the manner prescribed by Good Drinks for the sole purpose of the resale, marketing, promotion and distribution of the Product at each Venue during the Term.

(b) The Customer must not use any of Good Drinks’ Intellectual Property in any advertising or promotions (including as required under clause 16.2) until Good Drinks has provided its written consent to the proposed specific use of the Intellectual Property. At all times the Customer must comply with the directions of Good Drinks in relation to that use of the Intellectual Property.

20.3 Customer to keep Confidential

The Customer must not use or disclose to any person information contained in the Tap and Signage Lease Agreement or any confidential information received from Good Drinks and must use its best endeavours to prevent the unauthorised use or disclosure of any such information by third parties.

20.4 Return of Information

The Customer must return promptly all information given to the Customer by Good Drinks (including marketing and branding material) at the request of Good Drinks and otherwise on the expiry or earlier determination of the Tap and Signage Lease Agreement.

Termination and Default

21.1 Termination

(a) Either party may terminate the Tap and Signage Lease Agreement by giving the other party six months’ written notice.

(b) Good Drinks may immediately terminate the Tap and Signage Lease Agreement by written notice if:

(i) Good Drinks has become aware that the Customer has or is contemplating selling, transferring, or changing the ownership or control of the Customer, the Venue or the underlying business operating the Venue;

(ii) the Customer fails to pay any money owing to Good Drinks as and when due (irrespective of if that money is owing pursuant to the Tap and Signage Lease Agreement or otherwise);

(iii) the Customer fails to maintain a valid liquor license for the Venue(s) or is prohibited from selling alcohol or operating the Venue for any other reason;

(iv) the Customer breaches the Tap and Signage Lease Agreement or these General Terms and Conditions; or

(v) an Insolvency Event occurs.

(c) For the avoidance of doubt, termination by Good Drinks in accordance with sub-clause (b) above is without prejudice and without limitation to any remedies which Good Drinks may be entitled to including without limitation, damages for all losses suffered by it and expenses incurred by it as a result of the breach of the terms and conditions of the Tap and Signage Lease Agreement.

21.2 Consequences of Termination

(a) The Customer acknowledges that the value of the Incentives provided by Good Drinks to the Customer and outlined in the Details is a debt repayable by the Customer to Good Drinks on demand.

(b) Good Drinks must not make a demand under clause 21.2(a) unless the Tap and Signage Lease Agreement is terminated prior to the Customer purchasing the Minimum Quantity from Good Drinks.

(c) If the Tap and Signage Lease Agreement is terminated prior to the Customer purchasing the Minimum Quantity from Good Drinks then the Customer must pay the aggregate of:

(i) a proportion of the signage and tap rights payment (set out in item 9 of the Details) such proportion being equal to the proportion of the quantity of Product purchased up to the date of termination compared to the Minimum Quantity; and

(ii) all discounts or rebates that Good Drinks has provided the Customer.

(d) The Customer agrees to continue to purchase and sell the Products at the Venue under these General Terms and Conditions until the repayment contemplated in 21.2(b)(i) and 21.2(b)(ii) has been paid in full. (e) If the Tap and Signage Lease Agreement is terminated prior to the Customer purchasing the Minimum Quantity of Product from Good Drinks then the Customer must immediately return all Equipment to Good Drinks.

(f) Nothing in this clause is to be taken to limit Good Drinks’ rights on termination under the Tap and Signage Lease Agreement or at law.

21.3 Change of Control

(a) The Customer must notify Good Drinks if it has or intends to sell, transfer or change the ownership or control of the Customer, the Venue(s) or the underlying business operating the Venue.

(b) For the purposes of this clause, a change in the ownership or control refers to a change in the direct or indirect ownership of more than 50% of the voting power on the board or members of the entity.

(c) In the event that Good Drinks has become aware that the Customer has or is contemplating selling, transferring, or changing the ownership or control of the Customer, Venue or the underlying business operating the Venue, then Good Drinks may terminate all Contracts with the Customer with immediate effect by providing written notice and require a pro-rata repayment of the signage and tap rights payment and other payments owed by the Customer to Good Drinks.

Terms & Policies