Venue Agreement Contract
Terms and Conditions
Please read our Terms and Conditions. By accepting the terms and conditions you agree to enter into an agreement with OnePlate Ltd (ACN 612 478 501).
By taking part in the OnePlate Program, the Venue accepts and agrees to be bound by these terms and conditions, associated attachments and any further directions regarding the program communicated subsequently by OnePlate and its representatives.
Agreement means this agreement and any document expressed to vary to this agreement.
Counter Marketing Material means all works and other subject matter created, written, designed, drawn, made, produced or acquired by OnePlate and provided to the Venue under this Agreement.
Intellectual Property Rights means intellectual property rights of every kind, including but not limited to copyright (including future copyright), designs, patents, inventions, trade marks (whether registered or unregistered), know-how, reputation, trade secrets and goodwill that subsist.
Logo and Description means the logo and description of OnePlate, which is used by the Venue from time to time.
Menu Item means the items were chosen by the Venue.
OnePlate Program means the program run by OnePlate to raise funds in collaboration with a number of venues across Australia to support food production programs in developing countries.
Venue means the company or individual who enters into the Venue Agreement with OnePlate.
Venue Agreement Form means the agreement form on this webpage.
The OnePlate Program
1.1. The Venue must complete the Venue Agreement Form on this website in order to advise the Menu Items.
1.2. The Venue may nominate the number of Menu Items that will be part of the OnePlate program.
2.1. The Venue will give one dollar for each Menu Item sold. For example, if a dish is nominated to be one of the Menu Items and the Venue sold 100 Menu Items in the previous calendar month, the Venue will need to pay $100 to OnePlate in the next calendar month.
2.2. Within eight business days following the end of each calendar month, the Venue shall notify OnePlate using OnePlate's online application, or by a method specified by OnePlate, of the number of the Menu Items sold in the previous month (Sales Report).
2.3. OnePlate will issue an invoice to the Venue through the online application, or via another method specified by OnePlate.
2.4. The Venue shall make payment immediately via the online application, or by another method specified by OnePlate.
3.1. By signing this Agreement, the Venue agrees that OnePlate may use the Venue’s logo on OnePlate’s website.
3.2. Upon request, the Venue shall deliver its logo (both hardcopy and electronically) to OnePlate.
3.3. OnePlate may provide Counter Marketing Materials to the Venue. The Venue must not alter or modify the Counter Marketing Material without written consent from OnePlate.
4. Intellectual Property
4.1. The parties agree that all copyright comprised in he Logo and Description, and any adaptation or derivative thereof, will remain with OnePlate.
4.2. OnePlate grants to the Venue a licence (Licence) to use the Intellectual Property Rights in or relating to the Logo and Description for publication and reproduction at the Venue’s place of business, website and social media presence.
4.3. This Licence will cease on the termination of this Agreement.
4.4. All changes to colours, concepts, branding, iconography, messages, data, visualisations, animations and systems must be approved by OnePlate before use. OnePlate commits to negotiation in good faith on such matters. However, OnePlate reserves the right to refuse any changes that may compromise the integrity of the Logo and Description and the Counter Marketing Material.
5.1. Either party may terminate this Agreement by providing at least 28 days written notice to the other party.
5.2. Neither party will have any right to compensation or damages against the other party as a result of the termination of the Deed under clause 5.
5.3. If this Agreement is terminated or rescinded by either party:
5.3.1. The Venue must return all the Counter Marketing Material to OnePlate;
5.3.2. The Venue must remove OnePlate’s Logo and Description from its website and all marketing material;
5.3.3. The Venue must return any documents or other property comprising the Logo and Description and the Counter Marketing Material in its possession, custody or control, or in the control of any of its sub-licencees (if any);
5.3.44. The Venue must delete any copies of the Intellectual Property (whether in hard copy, electronic or other form) in its possession; and
5.3.5. OnePlate must remove the logo of the Venue on its website.
5.4. Clauses 5.3.1 to 5.3.5 must be completed within 5 business days of the termination or recession of the Agreement, unless both parties agree to extend the date.
6.1. This agreement does not create a relationship of agency or partnership between the parties.
6.2. This agreement is governed by the laws of New South Wales. Each party irrevocably submits to the non-exclusive jurisdiction of the courts and tribunals of New South Wales and the courts of appeal from them in respect of any disputes arising under or relating to this Agreement.
6.3. This agreement may be executed in any number of counterparts. Together all counterparts make up one instrument.