News Services Agreement

Between:

BUSINESS PLAZA (AUSTRALIA) PTY LIMITED A.B.N. 48 632 739 667 Operating as B RADIO NETWORK of 149 Rowntree St Birchgrove NSW 2041, P. O. Box 428 Balmain NSW 2041 (“B Radio”); and

COMMUNITY RADIO STATION as detailed in the Acceptance Email that forms part of this Agreement (“Client”)

Introduction

B Radio Network is a network of independent community radio stations working together as a virtual network to facilitate securing revenue, collaborating with member stations and providing a single point of contact for sponsorship enquiries, placement and payment.
B Radio Network is part of Close to Home Media which includes radio, community sport sponsorship, text media and direct marketing companies.
B Radio Network agrees to provide News Services to Client, and Client agrees to accept News Services on the terms and conditions detailed below.
Each of the parties to this agreement acknowledge that they have independently undertaken sufficient due diligence to be satisfied with the opportunities that have led to this agreement being concluded. Neither party is relying on representations or claims made by the other party as the basis for entering into this agreement beyond those items specifically detailed herein.

2. News Services

B Radio Network has contracted national news, sport and weather from Nova Entertainment from their Smooth FM newsrooms in each state, read by Smooth FM news presenters, collectively known as ‘The Works’.

During the Term, Nova will provide national news bulletins to B Radio Network as follows:

MONDAY – FRIDAY:

6am – 9am Sydney local time; bulletins delivered on the hour (20 per week)
Updated bulletin at 12pm (5 per week)
4pm – 6pm Sydney Local time; bulletins delivered on the hour (15 per week)

SATURDAY - SUNDAY:

7am – 12pm Sydney local time; bulletins delivered on the hour (12 per weekend)

For national public holidays, Nova will provide a service that mirrors the Saturday – Sunday service.

TOTAL: 52 bulletins per week during the Term.

Nova Entertainment will make the Works available to B Radio for download 10 minutes prior to the anticipated broadcast time via the agreed upon File Transfer Protocol (FTP) or such other website or app as agreed between Nova Entertainment and B Radio Network from time to time.

3. Term

This Agreement commences on the Commencement Date and expires on the Expiry Date unless terminated earlier in accordance with 6 (Termination).
Upon expiry of the Term, this Agreement will renew for the Renewal Term unless either party gives to the other party written notice of their intention to terminate (30) days prior to the Expiry Date.

4. Obligations of Client

In order to receive the Works in accordance with this Agreement, Client must have the appropriate satellite, IP or internet receiving equipment. The installation and maintenance of the satellite, IP or internet receiving equipment, including any monthly fees, are not the subject of this Agreement.

Any fees associated with the purchase, installation and maintenance of the satellite, IP or internet equipment are the sole responsibility of the Client.

5. Fees

Subject to completion of the Services each month, Client will pay the Fee to B Radio in advance at the beginning of each month.
B radio reserves the right to temporarily suspend the Services in the case of late or non-payment of Fees.
If the Client fails to pay more than one B Radio monthly payment, B Radio reserves the right to terminate the Agreement.
If GST is or becomes payable by any party making a supply under this Agreement () on any supply it makes under this Agreement any amount payable or consideration to be provided under this Agreement for that supply () is exclusive of GST (unless otherwise stated.

6. Termination

A party may immediately terminate this Agreement if the other Party (Defaulting Party):

materially breaches this Agreement and such material breach, if capable of remedy, is not remedied by the Defaulting Party within ten (10) Business Days of notice of such breach; or
is or becomes insolvent or bankrupt, unless to do so would contravene any law.

7. Copyright, Intellectual Property Rights

Nova grants B Radio and Client a non-exclusive, revocable, non-transferable licence to use and broadcast the Works within Australia during the Term, subject to the terms of this Agreement.
Client acknowledges that the rights under this Agreement are non-exclusive and that Nova or third parties may license or otherwise deal with the Works at any time and in any way, including in a way identical to and in competition with the rights granted to Client under this Agreement.
Client acknowledges that:
1. Nova is the owner of the copyright in the Works;
2. The Company is not permitted to alter the Works in any way; and
3. This Agreement does not confer any right, title, or interest in the copyright other than as set out in this agreement.

8. Force Majeure

If a party is wholly or partially precluded from complying with its obligations under this Agreement by anything outside that party’s reasonable control, including act of God, storm, fire, flood, riot, explosion, government policy or legislation, strike or other industrial action, act of war or terrorism (), then that obligation under this Agreement will be suspended for the duration of the delay arising out of the Force Majeure Event.
As soon as possible after a Force Majeure Event arises, the party affected by it must notify the other parties in writing of the nature of the Force Majeure Event and the extent to which the notifying party is unable to perform its obligations under this Agreement.
If the Force Majeure Event wholly or partially precludes a party from complying with its obligations under this Agreement for more than twenty-one 21 days, any party may terminate this Agreement with immediate effect by giving written notice to the other parties. Each party will be responsible for all their own expenses, liabilities and costs except as otherwise specified in this Agreement.

9. Privacy

In order to conduct our business, B Radio needs to collect and use certain information about individuals, in particular our Clients (or individuals associated with our Clients). We respect those individuals' privacy and will ensure that we deal with their personal information in accordance with the National Privacy Principles under the Privacy Act 1988 (Cth).

The main purposes for which we collect, use and disclose personal information are to meet our client’s needs, market the benefits of the B Radio Network, conduct our internal administration and manage our business relationships. We will not use or disclose personal information for other purposes unless permitted to do so by the National Privacy Principles.

We will take reasonable steps to ensure that all personal information which we collect, use or disclose is accurate, complete, up to date, stored in a secure environment and accessed only by authorised personnel for permitted purposes.

10. Confidentiality and Non - Disclosure

All written material including but not limited to documents, proposals, research, manuals provided to Client by B Radio remains the confidential property of B Radio. Distribution to, or use by, other parties is not permitted without written permission from B Radio.

11. Miscellaneous

The terms of this Agreement may only be varied in writing, signed by all parties to this Agreement.
This Agreement, together with all schedules and attachments, is the entire agreement between the parties relating to its subject matter and replaces all previous representations and agreements on the subject matter. If any part of this Agreement is found to be invalid or unenforceable, this Agreement shall be construed as though such part had not been inserted and the remainder of this Agreement shall retain its full force and effect.
This Agreement is governed by the laws of New South Wales and the parties irrevocably submit to the non-exclusive jurisdiction of the Courts of that state.

Digital Acceptance

I confirm that we would like to proceed with B Radio based on the proposal provided. By clicking the Accept button I confirm that I am authorised to enter into this agreement on behalf of the community radio station and that I have read the Terms & Conditions.