1. DEFINITIONS:
The term “Contract Price” refers to the price of the Services as detailed in the Quotation.
The term “Quotation” refers to any written advice from AutoPlay Real Estate Ltd to the Customer detailing the cost of the Services and includes any invoice where a formal quotation has not been provided by AutoPlay Real Estate Ltd but where Services have been requested by the Customer and supplied by AutoPlay Real Estate Ltd.
The term "Services” refers to services to be supplied by AutoPlay Real Estate Ltd on behalf of the Customer as detailed in the Quotation and includes goods relating to such supply wherever appropriate and the proceeds of such goods.
The term “Minimum Period” refers to the minimum period agreed between the parties.
2. CONTRACT PERIOD:
The parties enter into this contract for a Minimum Period of twelve (12) months from the Online Date.
If the Customer terminates this agreement prior to the expiry of the Minimum Period or the Further Term then AutoPlay Real Estate Ltd shall have the right to charge a cancellation fee, being the greater of:
i. The portion of the Contract Price still remaining; and
ii. An amount equal to two months of the Customer’s advertising spend with AutoPlay Real Estate Ltd.
After expiry of the Minimum Period either party may, within 30 days of the date of expiry, cancel this agreement on 14 days written notice to the other party. If such notice of cancellation is not given then the term of the contract shall be deemed to have been extended for a further minimum term of twelve (12) months (“Further Term”) on the terms and conditions herein.
3. PRICE:
3.1 The Quotation is based upon rates and conditions ruling at the date of the Quotation unless otherwise specified. Any variation in expenses, exchange rates, costs of labour, insurance, duty, goods and services tax and other taxes or levies between the date of Quotation and the Commencement Date shall be for the Customer's account and shall be added to and form part of the Contract Price.
3.2 All prices are to be "plus GST". The Customer shall pay goods and services tax at the applicable rate in addition to all sums specified (unless specified otherwise).
4. PAYMENT TERMS:
4.1 The payment for any services provided is due and payable, by way of automatic payment to the bank account of AutoPlay Real Estate Ltd, one week/one month in advance of the Services being provided (called “the payment date”).
4.2 Should payment not be received by the payment date, AutoPlay Real Estate Ltd reserves the right to suspend provision of the Services unless and until payment is made.
4.3 If any moneys due are not paid promptly on the payment date the Customer shall pay to AutoPlay Real Estate Ltd interest on such payments at 2% per month or part thereof calculated from the payment date until the date when such payment together with all interest outstanding is paid in full.
4.4 If the Customer defaults in payment of any part of the contract price the Customer shall in addition to the price of the services and any default interest due pay the full costs (which shall include solicitor and own client costs) incurred by AutoPlay Real Estate Ltd in collecting such payments and remedying the Customer's default.
4.5 The Customer shall not be entitled to withhold any payment or to make any deduction to any amounts due to AutoPlay Real Estate Ltd for any reason whatsoever.
4.6 All payments by the Customer shall be appropriated first in reduction of interest and costs and then in reduction of the Contract Price.
5. INDIVIDUAL LIABILITY AND PERSONAL GUARANTEES:
5.1. Where the Customer comprises more than one person carrying on business in partnership, each and every individual partner is and shall be jointly and severally liable to AutoPlay Real Estate Ltd in respect of all or any indebtedness or liability of the Customer.
5.2. Where the Customer is a trust, limited liability company or other corporation, each of the trustees, principal’s, directors or officers who have signed as guarantor of the Customer, are and shall be jointly and severally liable to AutoPlay Real Estate Ltd in respect of all or any indebtedness or liability of the Customer.
6. CANCELLATION
6.1. Notwithstanding any other agreement as to the terms of payment, any moneys owed by the Customer to AutoPlay Real Estate Ltd shall immediately become due and payable and AutoPlay Real Estate Ltd shall have the right to forthwith cancel any then current contract of supply with the Customer (without prejudice to any other of its rights) upon the occurrence of any of the following events;
i. the Customer enters into any negotiations for any arrangement or composition with its creditors;
ii. the Customer ceases or threatens to cease to carry on business;
iii. the Customer is unable to pay its debts (including contingent liabilities) as they fall due;
iv. the Customer becomes bankrupt or commits an available act of bankruptcy or, if a company, proceedings are taken for liquidation of the Customer;
v. the Customer, being a company, goes into liquidation whether voluntary or compulsory or does anything or fails to do anything which would allow a receiver or manager to be appointed or a receiver or manager to take possession of any of the Customer’s assets or which would entitle any person to present an application for liquidation or is liquidated or placed under statutory management or enters into a scheme of arrangement with its creditors or any class thereof;
vi. any distress or execution is levied against the Customer or its property;
vii. the Customer fails to make payment in accordance with this Agreement on two or more occasions;
viii. breach by the Customer of any other terms contained in this document.
6.2 Notwithstanding anything to the contrary in this agreement should at any time AutoPlay Real Estate Ltd be unable to fulfil the remainder of the term of this agreement, on terms and conditions entirely acceptable to AutoPlay Real Estate Ltd in its sole judgement, then AutoPlay Real Estate Ltd may on giving the customer 14 days notice in writing cancel this contract with no further liability to the customer. All amounts owing by the Customer to AutoPlay Real Estate Ltd at the date of cancellation shall remain payable.
7. NOTICES:
7.1. Every notice to be given under the terms of this document shall be sufficiently given if delivered personally to the recipient of such notice at his last known office address or sent by registered post or by fax to the recipient at its last known address or registered office.