9/600 Lorimer St

Port Melbourne VIC 3207
Email: info@scentaustralia.com.au
Phone: 1300 731 680
ABN: 95152630021


Interpretation

In this Agreement:

‘Scent Australia’ means Scent Australia Pty Ltd, ABN 95152630021 and its substitutes, successors and permitted assigns and its licenses, franchisees and/or agents; 

Customer’ means the party described as customer on the form hereto 

‘Equipment’ means the Commercial Scent Diffuser described in the front of this form and any replacement for that Commercial Scent Diffuser and includes all accessories and other Scent Australia products;

‘Fragrances’: means consumables supplied under this agreement..

‘Hiring Period’ means the non cancellable period beginning on the date of this Agreement. The hiring period is the full duration mentioned and it cannot be shortened or cancelled early.

 ‘Price list’ means Scent Australia’s published price list which is current at the date this agreement is signed by Scent Australia; and

‘GST’ has the same meaning as in the Good & Service Tax

Agreement

  1. Scent Australia agrees to hire the Equipment to the Customer and the Customer agrees to take the Equipment and to pay the hiring fee set out above for the Equipment, together with any applicable GST, on the terms and conditions set out in this Agreement. 
  2. Subject to and only for as long as Scent Australia’s fragrances are used in connection with the Equipment, Scent Australia shall:
  1. replace the fragrances that have been consumed with like fragrances;
  2. provide support and  maintain the Equipment in good working order without being responsible, to the extent permitted by law, for any consequential loss or damage in the event of failure of  the Equipment; and
  3. respond promptly in the event of emergency calls.
  1. The Customer is entitled to use the Equipment for the Hiring Period and for any extension of the Hiring Period during this Agreement. 
  2. The Customer agrees that service, repair or modification of the Equipment or replacement of fragrances shall be carried out solely by Scent Australia, unless prior written consent is obtained from Scent Australia.
  3. The Customer must return the equipment to Scent Australia upon termination of this Agreement. The Customer must pack it safe and securely without the oil bottle inside.

Term

  1. This Agreement is for the full Hiring Period and will continue until terminated in accordance with clause 9.
  2. Unless the Customer has given contrary written notice to Scent Australia pursuant to clause 9, this Agreement shall be continued from year to year upon the same terms and conditions set out herein for a hiring fee as shall be agreed between the parties but which shall not be less than the hiring increased in proportion to the Consumer Price Index ABS (weighted index for all capital cities) over the preceding Hiring Period. 
  3. Termination of this Agreement shall not affect any accrued rights or liabilities of the parties hereunder.
  4. If the Customer wishes to terminate this Agreement at the end of the hiring period, the Customer must serve a written notice to Scent Australia not less than 60 days’ prior to the expiry of the Hiring Period or any subsequent period as appropriate. This Agreement will continue until the Customer provides Scent Australia with 60 days’ written notice. Any such notice must be in accordance with clause 10. For the avoidance of doubt, this agreement may not be cancelled before the end of the hiring period.
  5. No notice to Scent Australia shall be binding and effective unless it is in writing and sent by Registered Mail to Scent Australia or email to info@scentaustralia.com.au 

Payment for hiring

  1. The Customer agrees to pay to Scent Australia within 30 days of invoice date the amount of the hiring fee (together with any applicable GST) as specified on page one of this Agreement or as varied in accordance with the preceding clause. The hiring fee includes charges for maintenance and servicing of the Equipment and fragrances as specified on page one of this Agreement.
  2. The Customer agrees to pay the initial set up costs and other amounts set out on page one of this Agreement calculated in accordance with the price list together with any stamp duty, fees, outgoings, penalties, fines, demands, charges or costs imposed by any authority on or in connection with this agreement or the Customer’s hiring of the Equipment.
  3. The Customer authorises Scent Australia to complete any documents necessary or desirable to enable the Customer to make any payments through any credit card system or direct debit system.

The Customer’s Obligations 

  1. The Customer shall:
  1. keep the Equipment in first class condition and shall comply at all times with the Company’s instructions regarding use of the Equipment;
  2. not use the Equipment for any illegal purpose;
  3. ensure that the Equipment is properly insured under its insurance policy and noting Scent Australia’s interest therein and shall upon Scent Australia’s request produce a Certificate of Currency of Insurance with respect to the Equipment. 
  4. report any damage to, or loss of, the Equipment to Scent Australia immediately upon becoming aware that such damage or loss has  occurred.
  5. notify Scent Australia promptly of any proposed sale or transfer of the Premises or the Customer’s business or other dealings (including lease hire mortgage or pledge) affecting the Premises or goods to which the Equipment is attached.
  6. be responsible for any loss or damage to the Equipment whether through fire or theft or any other cause (normal wear and tear excepted) whilst in its possession and agrees to compensate Scent Australia for the cost of repairs or replacement of the Equipment, whichever is the lower. 
  7. allow Scent Australia or its authorised representative reasonable access during business hours during the Agreement to service (or upon termination of the Agreement, remove) the Equipment and accessories. 
  8. be liable for any breach of this Agreement committed by the Customer’s servants or agents;
  9. indemnify Scent Australia for any loss (including legal costs) incurred by Scent Australia in relation to any breach of this Agreement and for any liability arising out of any such breach.

 

Customer’s Warranties

  1. The Customer warrants
  1. that it will not breach any copyright or other restriction in relation to or in connection with, the Equipment;
  2. agrees that the Equipment complies with the description, is in merchantable condition and is fit for the Customer’s purpose.
  3. that in the event of the Customer occupies the Premises as a tenant, it is entitled to have the Equipment installed and operated on the Premises for the duration of the Agreement. 

Default and termination

  1. If the Customer fails to pay Scent Australia when payment is due or is otherwise in breach of the Agreement, Scent Australia may: 
  1. terminate this Agreement by giving written notice to the Customer by ordinary prepaid post or email and such termination does not affect any of Scent Australia’s other rights under this Agreement; 
  2. repossess the Equipment and accessories; 
  3. recover any monies then outstanding and the balance of the hiring for the remainder of the Agreement;
  4. at its option and without prejudice to its rights prior to termination, cease or suspend provision of services;
  5. require the Customer to pay the costs of repossession, and
  6. require the Customer to pay all legal costs on a solicitor/own client basis. 

Repossession

  1. If the Customer breaches any provision of this Agreement and has failed to remedy such breach within 30 days after Scent Australia has given it written notice of the default required to be remedied, Scent Australia may retrieve the Equipment and the Customer shall allow reasonable access during business hours to facilitate the repossession of the Equipment by an authorised representative of Scent Australia. Scent Australia shall not be liable in any way for damage not due to its negligence to the Premises or the Customer’s business resulting from the retrieval of the Equipment.

 

Exclusion of liability

 

  1. Scent Australia does not warrant that the Equipment will work and be effective at all times and without disruption during the term of this Agreement.
  2. Scent Australia does not give any warranties in relation to the Equipment.
  3. Scent Australia provides no warranty that the Equipment will be uninterrupted or error-free or that defects in the service will be corrected. 
  4. To the extent permitted by law, any term condition or warranty in respect of the Equipment or Services whether expressed or implied is excluded. Scent Australia’s liability is limited to the reasonable replacement or repair of the Equipment or resupply of the service or payment for reasonable resupply. 
  5. To the extent permitted by law, the Customer agrees to release Scent Australia and its servants, employees, agents and contractors from all claims arising out of the use or operation of the Equipment upon the Premises.
  6. Scent Australia excludes all liability to you or any third party in relation to the Equipment and that you are responsible for any actions or inactions you take as a result of the Equipment.
  7. Scent Australia excludes all liability to you or any third party for any loss or damage of any kind or nature, relating in any way to the Equipment to the maximum extent permitted by law. This limitation includes, but is not limited to, any loss or damage you might suffer as a result of: 
    1. the Customer’s action or inaction in relation to the Equipment;
    2. personal injury or property damage of any nature resulting from your access to or use of the Equipment;
    3. any interruption or cessation of transmission to or from the Equipment.
  8. Where any law provides a guarantee which may not be lawfully excluded, the liability of Scent Australia will be limited to the maximum extent possible. 
  9. In no event shall Scent Australia its affiliates, related entities or suppliers be liable for any loss or any special, incidental or consequential damages arising out of or in connection with the Equipment, the Premises or this Agreement (however arising, including negligence), except as required by law. The Customer agrees to accept sole responsibility for the legality of your actions under the laws which apply to you. The Customer agrees that Scent Australia and our affiliates, related entities and our suppliers have no responsibility except as required by law.




Title to Equipment

  1. The Customer acknowledges that Scent Australia retains title to the Equipment irrespective of the manner or extent of affixation to the Premises and that the Customer has rights to possess the Equipment as a mere bailee only. The Customer does not have any right to pledge Scent Australia’s credit in connection with the Equipment and agrees not to do so. The Customer agrees not to attempt, agree, offer or purport to sell, assign, sub-let, lend, pledge, mortgage, let on hire or otherwise part with or attempt to part with the personal possession of or otherwise deal with the Equipment and not to conceal or alter the Equipment or make any addition or alteration to, or repair of, the Equipment.

Indemnity

  1. The Customer will indemnify and keep indemnified Scent Australia and its directors, officers, servants, agents, employees and contractors from and against any loss and any and all claims arising out of:
  1. breach by the Customer of any warranty or other provision of this Agreement; 
  2. damage to or loss of the Equipment;
  3. the normal use of this equipment;
  4. legal costs and expenses;
  5. liability suffered or incurred by the Customer;
  6. liability incurred or suffered by Scent Australia arising from any claim, demand, suit, action or proceeding by any person in relation to this Agreement; or 
  7. where such loss or liability arose out of, in connection with or in respect of your conduct or breach of this Agreement.

 

Confidentiality

  1. The Customer shall not during the term of the Agreement or at any time thereafter disclose without Scent Australia’s prior written consent in any manner whatsoever to any person any confidential information which comes to the Customer’s knowledge about Scent Australia or the terms of this Agreement.

General

  1. Where the Customer’s business is sold, assigned, or ceased, or the nature of the Customer’s business changes, the Customer shall remain fully liable under this Agreement unless in the event of the sale or assignment the purchaser notifies Scent Australia by Registered Mail of its acceptance of the terms of this Agreement and agrees to be bound by the Agreement. Should the purchaser or assignee default in the performance of the Agreement, the Customer will remain liable for any loss and fees payable.  
  2. Specific HVAC Provisions = refer to next page, these are imperative to this agreement.
  3. This Agreement shall be governed by the laws of Victoria Australia.
  4. Under this agreement, you agree to allow Scent Australia to use your brand and logo in Scent Australia’s promotional material and website. 
  5. Client agrees that Scent Australia is not responsible for any damage to property as a result of installing scent diffusers. Scent Australia will use reasonable care and skill to properly install the diffusers, but is not responsible for any make good either during or after the contract ends.
  6. Installation: Installation is $150 (assumes call out + max of one hour on site only)
  7. Disbursements: charged back at cost, includes parking, general supplies extension cords, extra labour time @$80/hr. Extra fees apply for after hours work.
  8. Contract Management: The Client agrees to cover the direct costs of any additional contract management processes.
  9. Hiring Period – this is non-cancellable
  10. Pricing: Ex GST. 
  11. Client must provide a  GPO (power point)for any diffusers at their cost
  12. Online Sales: by going through the Scent Australia online payment system and making payment, you agree to this contract



Executed as an agreement

Scent Australia Pty Ltd

Daniel Green

Director



Specific Provisions and Acknowledgement for HVAC (air-conditioning) installations.

Connecting the scent machine into the air-conditioning allows a more even and discrete scent effect. 

Please read and acknowledge the below important information. Ignoring this information could result in damage to your property. Scent Australia will not be held liable for any damage where these provisions were not followed.

 

  1. Power Supply - client is required to provide a suitably protected power source (GPO) that is to be interlocked to the HVAC control system that will isolate the power source to the scent diffuser when no air flow is present either via:
    1. direct interface to HVAC control system 
    2. additional electrical switchgear and suitable air flow
  2.  Stable Supports: For in ceiling installation and wherever else needed, a Platform shall be provided. 
    1. Medium Diffuser = weight 5kg
    2. HVAC Double Diffuser weight up to 20kg
  3. Drilling: If drilling is required by Scent Australia, client will notify Scent Australia what is being drilled into. I.e. Concrete, plasterboard, etc. 
  4. Extremities: The equipment must be kept in a weather proof environment that does not reach over 30°C. Indoor use suggested.
  5. Access to area: Safe and easy access to the diffuser is to be provided so that it can be serviced regularly. This includes supplying a ladder if need be.
  6. Access to Bottom of HVAC Duct - The fragrance pipe is best installed into the bottom of the HVAC duct. If it is flexiduct being tapped into, all or at least a 1m horizontal length of the flexiduct must be elevated at least 0.5m from the ceiling so the diffuser can tap into the bottom of the duct. The client agrees to create clear and safe access to do this. 
  7. Injection Point: Must be the Supply Air Ducting. The client agrees to create clear and safe access to do this. 
  8. Air Flow direction - Must be labelled on the ducting i.e. left to right, right to left, etc. so that the attachment spigot can be installed correctly. The client agrees to create clear and safe access to do this. 
  9. Air Pressure Switch - Scent Australia will need to install an air pressure switch. The client agrees to create clear and safe access to do this. 
  10. Customer acknowledges that Scent Australia cannot be held responsible for damage resulting from a failure of the above procedures.
  11. Position - (a) The diffuser should always stand upright. (b) The distance from the pump box to the diffuser tank is limited by the airline length - suggest up to 2m. (c) The distance from the fragrance diffuser tank to the HVAC ducting should be short as possible - less than 1m. The client agrees to create clear and safe access to do this. 
  12. Equipment – client will provide any equipment needed for installation and maintenance including: ladders, high vis jackets, witches hats for ladders, or other special tools are needed for the visit.
  13. Sign in procedures – client will notify Scent Australia if there are any special sign in procedures needed on site visit and any training that needs to be done before the visit 
  14. Should the above not be possible or acceptable by client, Scent Australia will offer two alternatives, one of which must be accepted by the client.
    1. Authorise Scent Australia to procure air-conditioning technicians and/or electricians to facilitate the above works. These will be charged directly to the client by the service provider nominated. Scent Australia will guarantee these payments and will charge them back to the client in the event Scent Australia pays them.
    2. Substitute HVAC scenting units for wall mounted/portable scenting units for the same fee. These units won’t be quite as powerful but will still make a nice impact.
  15. Please see this link for full install requirements here: https://www.youtube.com/watch?v=1P4lftggj_w

 

Customer:…………………….    

               

IntegraPay Direct Debit Terms and Conditions

This Agreement is designed to explain what your obligations are when undertaking a Direct Debit arrangement with IntegraPay and the Business. It also details what our obligations are to you as your Direct Debit Provider. We recommend you keep this agreement in a safe place for future reference. It forms part of the terms and conditions of your Direct Debit Request (DDR) and should be read in conjunction with your DDR form

 I/We hereby authorize IntegraPay Pty Ltd (ABN: 63 135 196 397) Direct Debit User ID 382220 to make periodic debits on behalf of the “Business” as indicated on the front of this Direct Debit Request (herein referred to as the Business)

I/We acknowledge that IntegraPay is acting as a Direct Debit Agent for the Business and that IntegraPay does not provide any goods or services and has no express or implied liability in regards to the goods and services provided by the Business or the terms and conditions of any agreement with the Business.

I/We acknowledge that IntegraPay and the Business will keep any information (including account details) contained in the Direct Debit Request confidential. IntegraPay and the Business will make reasonable efforts to keep any such information that we have about you secure and to ensure that any of our employees or agents who have access to information about you do not make any unauthorised use, modification, reproduction or disclosure of that information.

We will only disclose information that we have about you:

(a) to the extent specifically required by law; or

(b) for the purposes of this agreement (including disclosing information in connection with any query or claim).

I/We acknowledge that the debit amount will be debited from my/our account according to the Direct Debit Request, this Agreement and the terms and conditions of the agreement with the Business.

 I/We acknowledge that bank account details have been verified against a recent bank statement to ensure accuracy of the details provided. If uncertain you should contact your financial institution.

I/We acknowledge that is my/our responsibility to ensure that there is sufficient cleared funds in the nominated account by the due date to enable the direct debit to be honoured on the debit date. Direct debits normally occur overnight; however transactions can take up to three (3) business days depending onyour financial institution. I/We acknowledge and agree that sufficient funds will remain in the nominated account until the direct debit amount has been debited from the account and that if there are insufficient funds available, I/We agree that IntegraPay will not be held responsible for any fees and charges that may be charged by your financial institution.

I/We Acknowledge that there may be a delay in processing if:

1) There is a public or bank holiday on the day, or any day after the debit date

2) A payment request is received by IntegraPay on a day that is not a Banking Business Day

3) A payment request is received after normal operational hours, being 2.30pm Monday to Friday. Any payments  that fall due on any of the above will be processed on the next business day.

I/We authorise the Business to vary the amount of the payments from time to time as provided for within the Business agreement. I/We authorise IntegraPay to vary the amount of the payments upon instructions from the Business.

I/We do not require IntegraPay to notify me/us of such variations to the debit amount.

I/We acknowledge that the total amount billed will be for the specified period for this and/or subsequent agreements and/or amendments.

I/We acknowledge that the Business is to provide 14 days notice if proposing to vary the terms of the debit arrangements.

I/We acknowledge that variations to the debit arrangement will be directed to the Business.

I/We acknowledge that any request to stop or cancel the debit arrangement will be directed to the Business.

I/We acknowledge that any disputed debit payments will be directed to the Business. If no resolution is forthcoming you are advised to contact your financial institution.

I/We acknowledge that if a debit is returned by my/our financial institution as unpaid, I/We will be responsible for any fees and charges for each unsuccessful debit in addition to any financial institution charges and collection fees, including and not limited to any solicitor fees and collection agent fees appointed by IntegraPay.

I/We authorise IntegraPay to attempt to re-process any unsuccessful payments as advised by the Business.

I/We acknowledge that if specified by the Business, a setup, variation, dishonour, SMS or processing fees may apply as instructed by the Business.

I/We authorise:

1) The Debit User to verify details of my/our account with my/our financial institution

2) The Financial Institution to release information allowing the Debit User to verify my/our account details.




IntegraPay Pty Ltd
ABN: 63 135 196 397
P.O Box 6290, Upper Mt Gravatt, Queensland 4122
Ph: 07 3040 4320 Fax: 07 3343 8590