National Tourism Accreditation Framework - Master Licence Agreement by jjzN44

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									                                National Tourism
                                Accreditation
                                Framework
                                Tourism Quality Council of Australia
                                Master licence agreement - Accreditation
                                Programs or Large Tourism Organisation’s
                                Quality Standards

                                Commonwealth of Australia as represented by the
                                Department of Resources, Energy and Tourism
                                (Commonwealth)
                                Organisation name. (Program Manager)




NTAF Master Licence Agreement
                                                                                  page 1
Details

Execution                       _________________/_________________/___________________
Date                            day                  month                 year


Parties
Name                            Commonwealth of Australia as represented by the Department of Resources,
                                Energy and Tourism
ABN                             46 252 861 927
Short form name                 Commonwealth




Name                            Insert Program Managers Name
ABN                              (insert ABN number )
Short form name                 Program Manager



Background
A        The Commonwealth, in consultation with the Australian tourism industry, has established a policy
         framework known as the National Tourism Accreditation Framework (NTAF) to facilitate a
         quality customer experience across the Australian tourism industry.
B        The NTAF is designed to support those businesses that:
         (i)       rate or accredit tourism operators through their complying accreditation programs
                   (Accreditation Programs); or
         (ii)      operate nationally and apply a Quality Standard to their operations, Business Units and
                   Related Tourism Entities (Large Tourism Organisations).
C        The Commonwealth owns the TQUAL and related marks (the Trade Marks) which are
         certification marks for tourism services.
D        In accordance with the NTAF, businesses may apply to the Commonwealth to use the Trade
         Marks.
E        The Program Manager has applied to and has been approved to use the Trade Marks in relation to
         either B(i) or B(ii).
F        The Commonwealth grants to the Program Manager a licence to:
         (i)       use the Trade Marks; and
         (ii)      sub-license to accredited businesses within its Accreditation Program to use the Trade
                   Marks, on the terms and conditions set out in this agreement; or
         (iii)     Sub-licence to its Business Units or Related Tourism Entities that meet the approved
                   quality standards Program to use the Trade Marks, on the terms and conditions set out in
                   this agreement.
NTAF Master Licence Agreement
                                                                                                         page 2
G        The Commonwealth is contributing to the ongoing operation of the NTAF through a range of
         initiatives, including by investing $5.5 million between from 1 July 2010 and 30 June 2014.
         Accredited Programs and Large Tourism Organisations Quality Standards will benefit through:

         The opportunity to differentiate themselves in the market with a higher level of credibility, the
          TQUAL mark will allow consumers to make better-informed choices when selecting tourism
          products and services

         A marketing advantage by being associated with a symbol with increasing brand recognition

         Increased exposure for Australian Tourism Data Warehouse (ATDW) members through
          preferential listing on the Australian Tourism Data Warehouse distribution network through
          marketing channels such as Australia.com and on State and Territory Tourism Organisation
          websites

         Increased exposure through Tourism Australia marketing channels

         Access to a national customer feedback management system




NTAF Master Licence Agreement
                                                                                                         page 3
NTAF Master Licence Agreement
~*~
Details                                                         2

Part A – Agreement Details                                      7

Part B – Standard Terms and Conditions                          9
1.       Term                                                    9
1.1      Initial Term                                            9
1.2      Extension                                               9
2.       Licence                                                 9
2.1      Grant of licence                                        9
3.       Payments                                                9

4.       Obligations of the PARTIES                              9
4.1      Parties to act reasonably                               9
4.2      Standards                                               9
4.3      Complaints handling                                    10
4.4      Reporting                                              10
4.5      NTAF Database and ATDW Database                        10
4.6      Moral rights                                           10
4.7      Privacy                                                11
4.8      Reviews and audits                                     11
4.9      Conduct of audit and access                            11
5.       Permission to Operators or Related Business Entities   12
5.1      General                                                12
5.2      Sublicensing                                           12
5.3      Compliance with Required Sub-licence Terms             12
5.4      Program Manager to keep records                        12
6.       Protection of the Trade Marks                          13
6.1      General                                                13
6.2      Infringement                                           13
6.3      Infringement actions                                   13
7.       Indemnity                                              13
7.1      Indemnity                                              13
7.2      Exclusion                                              14
8.       GST                                                    14
8.1      Interpretation                                         14
8.2      GST inclusive consideration                            14
8.3      Reimbursements                                         14
8.4      Adjustments                                            14
NTAF Master Licence Agreement
                                                                page 4
8.5      Tax invoice                                     14
9.       Government taxes, duties and charges            14

10.      Termination                                     14
10.1     Termination for convenience                     14
10.2     Termination by the parties                      15
10.3     Termination for default                         15
10.4     Termination no prejudice to remedies            15
10.5     After termination                               15
11.      Dispute resolution                              15
11.1     Notification of Dispute                         15
11.2     Parties to resolve Dispute                      15
11.3     Mediation                                       15
11.4     Appointment of mediator                         15
11.5     Role of mediator                                16
11.6     Conduct of mediation                            16
11.7     Consequences of breach                          16
11.8     Obligation to continue fulfilling obligations   16
11.9     Costs                                           16
11.10    Court proceedings                               16
12.      Notices and other communications                16
12.1     Service of notices                              16
12.2     Effective on receipt                            16
13.      Miscellaneous                                   16
13.1     Alterations                                     16
13.2     Approvals and consents                          16
13.3     Assignment                                      16
13.4     Costs                                           16
13.5     Counterparts                                    16
13.6     No merger                                       16
13.7     Entire agreement                                16
13.8     Further action                                  17
13.9     Severability                                    17
13.10    Waiver                                          17
13.11    Relationship                                    17
13.12    Announcements                                   17
13.13    Governing law and jurisdiction                  17
14.      Definitions                                     17

Schedule 1 – Standards                                   19

Schedule 2 – Tourism related industries                  23

Schedule 3 – Reports                                     24

Schedule 4 – Template NTAF sub-licence agreement         26

Part A – Your details                                    26

NTAF Master Licence Agreement
                                                          page 5
Part B – Sub-licence standard terms and conditions                   27
1.       your rights to use the trade marks                          27

2.       Your Obligations                                            27
2.1      General                                                     27
2.2      Reporting                                                   27
2.3      Privacy                                                     28
3.       Sub-licensing                                               28

4.       Protection of the Trade Marks                               28
4.1      General                                                     28
4.2      Infringement                                                28
5.       Recovery of costs and liability                             29
5.1      Cost recovery                                               29
5.2      Exclusion                                                   29
6.       Government taxes, duties and charges                        29

7.       Termination                                                 29
7.1      Termination if the Master Licence Agreement is terminated   29
7.2      Termination by the parties                                  29
7.3      Termination for default                                     29
7.4      Termination no prejudice to remedies                        29
7.5      After termination                                           29
8.       Dispute resolution                                          30

9.       Miscellaneous                                               30
9.1      Alterations                                                 30
9.2      Assignment                                                  30
9.3      Costs                                                       30
9.4      Entire agreement                                            30
9.5      Severability                                                30
9.6      Waiver                                                      30
9.7      Governing law and jurisdiction                              30
9.8      Announcements                                               30
10.      Definitions                                                 30

Signing page                                                         33




NTAF Master Licence Agreement
                                                                      page 6
Part A – Agreement Details
Item                            Clause
number         Description      Reference     Details
General- Agreement details
1.             Commonwealth     14            Commonwealth of Australia as represented by the Department of
                                              Resources, Energy and Tourism
                                              Level 2, 51 Allara Street, Canberra
                                              ABN 46 252 861 927
2.             Program          14            [name of successful applicant]
               Manager                        [address]
                                              ABN [insert]

3.             Commencement     1.1           Upon signature
               Date
4.             Initial Term     1.1           Two years

5.             Trade Marks      14




6.             Accreditation    2 and 14      [Insert a brief description and details of accreditation program or
               Program/ Large                 Large Tourism Organisation Quality Standards that have been
               Tourism                        approved for co-branding with the NTAF. ]
               Organisations
               Quality
               Standards
               description
7.             Goods and/or     2 and 14      The range of goods and services provided by Operators, Business
               Services                       Units or Related Business Entities.
8.             Territory        2.1 and 14    The Australian mainland and all external Australian territories.

9.             Special          2.1(a)(iii)   The Program Manager must:
               Conditions                      continue to provide a benefit to the Australian tourism industry;
                                                 and

                                               not compromise the overall integrity of the Trade Marks.


10.            Licence fee      3             $1,500 per annum (including GST) payable within 30 days from:
                                               the Commencement Date; and

                                               the anniversary of the Commencement Date.



NTAF Master Licence Agreement
                                                                                                          page 7
Item                            Clause
number         Description      Reference    Details
11.            Exemptions       4.1          [Insert any exemptions to the Standards as agreed by the TQCA. If
                                             no exemptions apply insert 'Not Applicable'.]

12.            Notice details   12           Commonwealth
                                             NTAF Secretariat
                                             Level 2, 51 Allara Street, Canberra
                                             Program Manager
                                             [insert]
13.            NTAF Database    4.4(a) and   Australian Tourism Data Warehouse
               Administrator    14           GPO Box 1117
                                             Level 1, Firhall, 135 Wickham Tce,
                                             Spring Hill Brisbane QLD 4001




NTAF Master Licence Agreement
                                                                                                     page 8
Part B – Standard Terms and Conditions
                                                                                      minimum quality and size
1.       TERM                                                                         requirements; and
                                                                           (B)        using the phrase 'TM Trade
1.1      Initial Term                                                                 Mark of the Commonwealth
                                                                                      of Australia' together with
This agreement commences on the Commencement
                                                                                      the Trade Marks where
Date and, unless terminated earlier in accordance
                                                                                      possible; and
with clause 10, continues for the period specified in
item 4 of Part A (Initial Term).                                  (iii)     subject to any special conditions
                                                                            specified in item 9 of Part A.
1.2      Extension                                        (b)     The approved purpose is to use the Trade
(a)      Not less than three months prior to the expiry           Marks in relation to the Accreditation
         of the Initial Term, the Commonwealth may                Program or Large Tourism Organisation’s
         in its sole discretion provide the Program               Quality Standards and the Goods and/or
         Manager written notice of:                               Services.
         (i)       the process to extend this agreement   (c)     The Program Manager acknowledges and
                   for a further period;                          agrees that:
         (ii)      the licence fees payable during the            (i)      title to the Trade Marks vests in the
                   extension period; and                                   Commonwealth and the only rights
         (iii)     any other additional terms or                           or interest in the Trade Marks that
                   conditions on which this agreement                      are held by the Program Manager
                   will be extended,                                       are those granted under this
                                                                           agreement;
         (Extension Option).
                                                                  (ii)     all existing goodwill associated with
(b)      The Program Manager may in its sole
                                                                           the use of the Trade Marks by the
         discretion determine whether to extend the
                                                                           Program Manager and the Operators
         term of this agreement on the terms set out in
                                                                           and all future goodwill arising out of
         the Extension Option by giving written
                                                                           the Program Manager’s and the
         notice to that effect to the Commonwealth
                                                                           Operators' use of the Trade Marks
         not less than six weeks from the date the
                                                                           will, on its creation, vest in and
         Extension Option was issued by the
                                                                           remain the property of the
         Commonwealth (Extension Notice).
                                                                           Commonwealth.
(c)      If the Program Manager issues an Extension
         Notice under clause 1.2(b), this agreement
         will be varied in accordance with the terms      3.      PAYMENTS
         and conditions outlined in the Extension
                                                          In consideration of the licence granted under
         Option.
                                                          clause 2, the Program Manager must pay the
(d)      If the Program Manager does not issue an         Commonwealth the licence fee specified in item 10
         Extension Notice within the period specified     of Part A, within the period specified in item 10 of
         under clause 1.2(a), this agreement will         Part A.
         terminate on the expiry of the Initial Term.

                                                          4.      OBLIGATIONS OF THE PARTIES
2.       LICENCE
                                                          4.1     Parties to act reasonably
2.1      Grant of licence
                                                          Each Party will, at all times:
(a)      The Commonwealth grants to the Program
                                                          (a)    act reasonably in performing its obligations
         Manager a non-exclusive, non-transferable
                                                                 and exercising its rights under this
         (subject to clause 5), royalty-free licence to
                                                                 agreement;
         use the Trade Marks within the Territory
         during the Term:                                 (b)    work cooperatively with the other party to
                                                                 resolve any problems identified by either
         (i)       for the approved purposes specified
                                                                 party; and
                   in clause 2.1(b); and
                                                          (c)    diligently perform its obligations under this
         (ii)      in accordance with the National
                                                                 agreement.
                   Tourism Accreditation Framework
                   Visual Identity Guidelines,            4.2     Standards
                   including:
                                                          (a)     The Program Manager must ensure the
                  (A)       ensuring that reproductions           Accreditation Program or Large Tourism
                            of the Trade Marks meet the           Organisation’s Quality Standards continue to

NTAF Master Licence Agreement
                                                                                                           page 9
         meet the Standards subject to any                  (e)     The Program Manager warrants that the
         exemptions specified in item 11 of Part A.                 Reports and the material referred to in clause
(b)      The Program Manager must notify the                        4.4(c) (Warranted Material) and the
         Commonwealth in writing of any material                    Commonwealth's use of the Warranted
         change to its policies and procedures that                 Material will not infringe the Intellectual
         relate to the Accreditation Program or Large               Property Rights of any person.
         Tourism Organisation Quality Standards, or         (f)     If someone claims, or the Commonwealth
         its ability to meet the requirements of the                reasonably believes that someone is likely to
         Standards.                                                 claim, that all or part of the Warranted
                                                                    Material infringes its Intellectual Property
4.3      Complaints handling                                        Rights, the Program Manager must, in
(a)      The Program Manager must have and                          addition to the indemnity under clause 7 and
         maintain an internal complaints mechanism                  to any other rights that the Commonwealth
         for customers of its Operators.                            may have against it, promptly, at the
(b)      The Program Manager must advertise its                     Program Manager's expense:
         internal complaints mechanism in its                       (i)      use its best efforts to secure the
         marketing literature and on its website (if                         rights for the Commonwealth to
         any).                                                               continue to use the affected
                                                                             Warranted Material free of any
4.4      Reporting                                                           claim or liability for infringement;
(a)      The Program Manager must provide the                                or
         Reports to the Commonwealth and the                        (ii)     replace or modify the affected
         NTAF Database Administrator at the times                            Warranted Material so that the
         and in the manner outlined in Schedule 3,                           Warranted Material or the use of
         excluding any Intellectual Property Rights of                       them does not infringe the
         the Program Manager or any other person in                          Intellectual Property Rights of any
         existence independently of preparation of the                       other person without any
         report as set out in clause (c) below. The                          degradation of the performance or
         Program Manager may keep copies of the                              quality of the Warranted Material.
         Reports and may use the Reports for its own
         internal purposes.                                 4.5     NTAF Database and ATDW
(b)      Upon creation, all Intellectual Property                   Database
         Rights in the Reports vest in the                  The Program Manager acknowledges and agrees,
         Commonwealth.                                      without limiting the Commonwealth's rights under
(c)      To the extent that the Commonwealth needs          clause 4.4:
         to use:                                            (a)      that the information or data in the Reports
                                                                     may be disclosed publically by the
         (i)       any material owned before the                     Commonwealth or the Australian Tourism
                   Commencement Date by the                          Data Warehouse as a result of the Reports
                   Program Manager;                                  being used as a component of, or an input to,
         (ii)      any material developed by the                     the NTAF Database and the ATDW
                   Program Manager independently of                  Database; and
                   performing its obligations under this    (b)      the NTAF Database and the ATDW
                   agreement; or                                     Database may be used by the
         (iii)     any material owned by a third party               Commonwealth and the Australian Tourism
                   that is included or embodied in or                Data Warehouse to:
                   attached to the Reports,                          (i)       facilitate consumers, wholesalers
          to receive the full benefit of the Reports,                          and other stakeholders in identifying
          including incorporating the information or                           businesses associated with the
          data in the Reports in the NTAF Database                             NTAF; and
          and the ATDW Database, the Program                         (ii)      provide a mechanism allowing
          Manager grants to (or must obtain for) the                           businesses to be promoted online via
          Commonwealth an irrevocable, perpetual,                              various media, including Tourism
          world-wide, royalty free and licence fee                             Australia's www.australia.com and
          free, non-exclusive licence (including the                           STO websites.
          right to sub-license) to use, reproduce, adapt,
          modify and communicate that material.             4.6     Moral rights
(d)      The Program Manager warrants that it has           To the extent permitted by applicable laws and for
         the necessary rights to vest the Intellectual      the benefit of the Commonwealth, the Program
         Property and grant the licences as provided        Manager must, upon the Commonwealth's written
         in this clause 4.4.                                request:
NTAF Master Licence Agreement
                                                                                                             page 10
(a)      give, where the Program Manager is an                            Standards, including whether the
         individual, in a form acceptable to the                          Accreditation Program or Quality
         Commonwealth;                                                    Standards meet the Standards;
(b)      use its best endeavours to ensure that each of          (ii)     use of the Trade Marks by the
         the employees, officers, agents or                               Program Manager and its Operators
         subcontractors used by the Program Manager                       including to determine whether such
         in the production or creation of the Reports                     use is in accordance with the
         gives, in a form acceptable to the                               National Tourism Accreditation
         Commonwealth; and                                                Framework Visual Identity
(c)      use its best endeavours to ensure that any                       Guidelines;
         holder of Moral Rights in Warranted                     (iii)    the Reports provided by the
         Material included in the Reports gives,                          Program Manager in accordance
genuine consent in writing, to the use of the Reports                     with clause 4.4 and whether they are
for the Specified Acts, even if such use would                            accurate;
otherwise be an infringement of its or their Moral               (iv)     the Program Manager's compliance
Rights.                                                                   with the key performance indicators
                                                                          specified in Schedule 1;
4.7      Privacy
                                                                 (v)      the Program Manager's operational
(a)      The Program Manager agrees in respect of                         practices and procedures as they
         all Personal Information dealt with in                           relate to this agreement; and
         connection with this agreement and any sub-
                                                                 (vi)     any other matters relevant to the
         licence of its rights under clause 5.2:
                                                                          NTAF or this agreement.
         (i)      to comply with the Information
                                                          (c)    The Commonwealth may, at reasonable
                  Privacy Principles under the Privacy
                                                                 times and on giving reasonable notice (which
                  Act 1988 (Cth) (Privacy Act) when
                                                                 shall not to be less than 10 Business Days) to
                  doing any act or engaging in any
                                                                 the Program Manager:
                  practice in relation to Personal
                  Information for the purposes of this           (i)      access the premises of the Program
                  agreement; and                                          Manager to the extent relevant to the
                                                                          performance of this agreement;
         (ii)     other than for the purposes of
                  discharging an obligation under this           (ii)     require the provision by the Program
                  agreement, not to use or disclose                       Manager, its employees, agents or
                  Personal Information or engage in                       subcontractors, of records and
                  an act or practice that would breach                    information in a data format and
                  the Privacy Act (including section                      storage medium accessible by the
                  16F), a National Privacy Principle                      Commonwealth by use of the
                  (NPP) (particularly NPPs 7 to 10                        Commonwealth’s existing computer
                  inclusive) or an Approved Privacy                       hardware and software; and
                  Code.                                          (iii)    inspect and copy documentation,
(b)      The Program Manager must immediately                             books and records, however stored,
         notify the Commonwealth if the Program                           in the custody or under the control
         Manager becomes aware:                                           of the Program Manager, its
                                                                          employees, agents or subcontractors,
         (i)      of a breach or possible breach of the
                  obligations contained in clause                but only the extent necessary to conduct an
                  4.7(a), whether by the Program                 audit contemplated by clause 4.8(a).
                  Manager or any Operator; or             (d)    The Commonwealth may, at reasonable
         (ii)     of any action taken by the Privacy             times and on giving reasonable notice to the
                  Commissioner under the Privacy                 Program Manager, require assistance in
                  Act that is relevant to this                   respect of any inquiry into or concerning the
                  agreement.                                     licence or this agreement. For these
                                                                 purposes an inquiry includes any
4.8      Reviews and audits                                      administrative or statutory review, audit or
(a)      The Commonwealth or a representative may                inquiry (whether within or external to the
         conduct audits relevant to the performance of           Commonwealth), any request for
         the Program Manager's obligations under                 information directed to the Commonwealth,
         this agreement.                                         and any inquiry conducted by Parliament or
                                                                 any Parliamentary committee.
(b)      Without limiting clause 4.8(a), audits may be
         conducted of:                                    4.9    Conduct of audit and access
         (i)      the Accreditation Program or Large      The Commonwealth must use reasonable endeavours
                  Tourism Organisation’s Quality          to ensure that:
NTAF Master Licence Agreement
                                                                                                        page 11
(a)      audits performed pursuant to clause 4.8; and                        the Program Manager under
(b)      the exercise of the general rights granted                          clause 4.7;
         under clause 4.8 by the Commonwealth,                      (iii)    obliges the Operator to provide all
do not unreasonably delay or disrupt in any material                         information to the Program Manager
respect the Program Manager's performance of its                             as required to enable the Program
obligations under this agreement or duties to its                            Manager to comply with its
members (including by endeavouring to access                                 obligations under this agreement;
premises at mutually agreed times) and comply with                  (iv)     provides that it is not capable of
the Program Manager's reasonable occupational                                assignment by the Operator;
health and safety procedures.                                       (v)      prevents the Operator from further
                                                                             licensing its rights in respect of all
5.       PERMISSION TO OPERATORS OR                                          or any part of the Trade Marks;
         RELATED BUSINESS ENTITIES                                  (vi)     provides for the automatic
                                                                             termination of the sub-licence to the
                                                                             Operator on termination or expiry of
5.1      General
                                                                             this agreement; and includes a
(a)      The Program Manager must not sublicense                             clause excluding and limiting the
         its rights under this agreement except in                           liability of the Commonwealth that
         accordance with this clause 5.                                      is at least equivalent to the exclusion
(b)      The Program Manager may permit Operators                            and limitation of liability included in
         to use the Trade Marks in relation to the                           this agreement,
         Goods and/or Services.                                      (Required Sub-licence Terms).
(c)      The Program Manager must:                          (b)     The Commonwealth acknowledges and
         (i)       ensure that all Operators comply                 agrees that the template sub-licence at
                   with the terms of the Accreditation              Schedule 4 contains the Required Sub-
                   Program or for Large Tourism                     licence Terms.
                   Organisations, that operations,          (c)     Should the Program Manager wish to, the
                   Business Units or Related Business               Program Manager may only charge a licence
                   Entities comply with the Large                   fee to use the Trade Mark calculated on a
                   Tourism Organisation’s Quality                   cost recovery basis.
                   Standards terms; and
         (ii)      provide all Operators, Business          5.3     Compliance with Required Sub-
                   Units or Related Business Entities               licence Terms
                   with the National Tourism                (a)     If the sub-licence granted by the Program
                   Accreditation Framework Visual                   Manager under clause 5.2 does not contain
                   Identity Guidelines and                          the Required Sub-licence Terms , the
                   Commonwealth audit requirements.                 Program Manager must terminate the sub-
                                                                    licence of the Operator, on request of the
5.2      Sublicensing
                                                                    Commonwealth.
(a)      The Program Manager must only grant sub-
                                                            (b)     The Program Manager must promptly notify
         licences of its rights under this agreement to
                                                                    the Commonwealth if it becomes aware of
         use the Trade Marks under a written
                                                                    any breach of the Required Sub-licence
         agreement that meets the following
                                                                    Terms by an Operator and, if requested by
         requirements:
                                                                    the Commonwealth, terminate the sub-
         (i)      contains obligations on each                      licence of the Operator.
                  Operator, Business Units, Related
                                                            (c)     The Program Manager must use its best
                  Business Entities in relation to:
                                                                    endeavours to ensure that each Operator
                  (A)       the ownership and                       complies with the Required Sub-licence
                            protection of the Trade                 Terms.
                            Marks;
                  (B)       the use of the Trade Marks;     5.4     Program Manager to keep records
                  (C)       action on termination or        If requested by the Commonwealth, the Program
                            expiry that are at least        Manager must provide the Commonwealth with a
                            equivalent to the obligations   copy of the terms of each sub-licence of its rights
                            imposed on the Program          under this agreement to an Operator, and evidence of
                            Manager under this              the Operator's acceptance of those terms.
                            agreement;
         (ii)     ensures that the Operator has the
                  same awareness and obligations as

NTAF Master Licence Agreement
                                                                                                             page 12
6.       PROTECTION OF THE TRADE MARKS                   6.2     Infringement
                                                         The Program Manager must notify the
6.1      General                                         Commonwealth of any actual or suspected
The Program Manager must not:                            infringement of the Trade Marks of which the
(a)    undertake any conduct or activities which         Program Manager becomes aware.
       harm or diminish (or are likely to harm or        6.3     Infringement actions
       diminish) the name, reputation or good
       standing of the Commonwealth or Tourism           (a)     The Program Manager:
       Australia or the value of the Trade Marks in              (i)      agrees that the Commonwealth has
       any way;                                                           the sole right to take action against
(b)    contribute to any situation which brings (or                       third parties for infringement of the
       may bring) the Commonwealth or Tourism                             Trade Marks;
       Australia into disrepute, contempt, scandal               (ii)     must not:
       or ridicule;                                                       (A)       take any action against third
(c)    register or attempt to register:                                             parties in respect of the
       (i)      any part of the name or words                                       Trade Marks;
                forming part of the Trade Marks, or                       (B)       settle any claim or action by
                any words substantially identical                                   or against any third party in
                with or deceptively similar to the                                  respect of the Trade Marks,
                Trade Marks, as part of a business,                       without the Commonwealth's prior
                corporate or domain name; or                              written consent.
       (ii)     any part of the Trade Marks or any       (b)     The Commonwealth will determine, in its
                slogan, mark, design or other                    sole discretion, whether trade mark
                representation that is substantially             infringement proceedings should be taken,
                identical with or deceptively similar            how such proceedings will be conducted ,
                to the Trade Marks, as part of a                 and in whose name those proceedings or
                trade mark or design;                            other actions should be performed.
(d)    challenge or in any way impugn:                   (c)     If required by the Commonwealth, the
       (i)      the Commonwealth's complete                      Program Manager must co-operate fully in
                ownership of the Trade Marks;                    any action instituted or defended by the
       (ii)     the Commonwealth's rights to use                 Commonwealth in relation to the Trade
                the Trade Marks; or                              Marks, including by providing requested
                                                                 information and materials, procuring
       (iii)    the validity of, or the                          evidence, and providing testimony as may be
                Commonwealth's title to, any                     required in any such action. The
                applications for registration made by            Commonwealth must reimburse the Program
                the Commonwealth, or any                         Manager for the reasonable expenses
                registrations obtained by the                    incurred by the Program Manager in
                Commonwealth in respect of, the                  providing assistance to the Commonwealth
                Trade Marks;                                     under this clause. Nothing in this clause
(e)    represent that it has any rights in respect of            requires the Program Manager to make any
       the Trade Marks other than as expressly                   financial contribution towards the
       granted in this agreement;                                Commonwealth's costs of conducting the
(f)    use any slogan, mark, design or other                     legal proceedings contemplated by this
       representation that is similar to or is capable           clause 6.3.
       of being confused with any part of the Trade      (d)     Any legal proceedings instituted pursuant to
       Marks;                                                    this clause 6.3 and all damages, settlement
(g)    use the Trade Marks other than in their                   amounts or other amounts recovered from
       complete form; and                                        third parties will be exclusively for the
(h)    in any way whatsoever;                                    benefit of the Commonwealth.
       (i)      hold itself out or represent itself as
                the Commonwealth's agent or as           7.      INDEMNITY
                being entitled to bind the
                Commonwealth in any way; or              7.1     Indemnity
       (ii)     make any promise, warranty or            The Program Manager must indemnify the
                representation or execute any            Commonwealth against any claim or proceeding that
                contract or otherwise deal on behalf     is made or commenced, and any liability, loss,
                of the Commonwealth.                     damage or expense (including legal costs on a full


NTAF Master Licence Agreement
                                                                                                          page 13
indemnity basis) the Commonwealth suffers or incurs       8.3      Reimbursements
arising from:
                                                          If a party must reimburse or indemnify another party
(a)      a breach by the Program Manager of its           for a loss, cost or expense under this agreement
          obligations under this agreement;               (Reimbursement Payment), the Reimbursement
(b)      a negligent act or omission by the Program       Payment will:
          Manager in connection with this agreement;      (a)      first, be reduced by any input tax credit the
          or                                                       other party is entitled to for the loss, cost or
(c)      an unlawful act or omission by the Program                expense; and
          Manager in connection with this agreement.      (b)      then, if and to the extent that the
The Commonwealth indemnifies the Program                           Reimbursement Payment is consideration for
Manager against any claim or proceeding that is                    a taxable supply by the reimbursed party, the
made or commenced, and any liability, loss, damage                 amount shall be increased by an additional
or expense (including legal costs on a full indemnity              amount equal to the GST payable on that
basis) the Program Manager suffers or incurs arising               supply provided that the reimbursed party
from a claim that the use of the Trade Marks within                issues a tax invoice for that supply.
the scope of the licence granted under clause 2
infringes the intellectual property rights of a third     8.4      Adjustments
party.                                                             If the rate of GST (as defined in section 9-70
                                                                   of the A New Tax System (Goods and
                                                                   Services Tax) Act 1999 (Cth)) changes, the
7.2      Exclusion                                                 Service Charges will be reduced or increased
The Commonwealth does not assume any common                        accordingly to reflect the change in the rate
law duty of care towards the Program Manager by                    of GST.
virtue of this licence. Subject to any statutory          8.5      Tax invoice
provisions that cannot be excluded and the indemnity
provided in clause 7.1:                                            A party need not make a payment for a
                                                                   taxable supply made under or in connection
(a)      the Commonwealth is not liable to the
                                                                   with this agreement until it receives a tax
         Program Manager for any claims, losses,                   invoice for the supply to which the payment
         damages, costs or expenses of any nature                  relates.
         whatsoever, however caused (including but
         not limited to negligence) relating to or
         arising out of use of the Trade Marks or this    9.       GOVERNMENT TAXES, DUTIES AND
         agreement; and                                            CHARGES
(b)      there are no other terms, conditions or
         warranties implied into this agreement that      The Program Manager must pay all taxes, duties
         are in addition to the written provisions        (including stamp duty), charges, fees and other
         contained in this agreement.                     imposts of whatever kind (including any fine or
                                                          penalty imposed in connection with them) that may
                                                          be levied, assessed, charged or collected in
8.       GST                                              connection with this agreement.

8.1      Interpretation
                                                          10.      TERMINATION
         In this clause 8, a word or expression defined
         in the A New Tax System (Goods and               10.1     Termination for convenience
         Services Tax) Act 1999 (Cth) has the
         meaning given to it in that Act.                 (a)      The Commonwealth may, at any time, by
                                                                   notice, terminate this agreement, including
8.2      GST inclusive consideration                               for or as a result of a machinery of
(a)      For the purposes of this agreement all                    government change.
         amounts payable or other consideration to be     (b)      If this agreement is terminated under
         provided for a supply under this agreement                clause 10.1, the Commonwealth is liable
         are inclusive of GST and the amount or                    only for the reasonable costs actually
         consideration will not be increased for any               incurred by the Program Manager and
         GST payable on that supply.                               directly attributable to the termination.
(b)      If and to the extent that, for any reason, a     (c)      The Commonwealth is not liable to pay
         supply made under this agreement is not                   compensation under clause 10.1(b) for an
         subject to GST, the amount payable or other               amount which would exceed the fee payable
         consideration to be provided for that supply              by the Program Manager under clause 3.
         shall be reduced by 1/11th.                      (d)      The Program Manager is not entitled to
                                                                   compensation for loss of prospective profits.

NTAF Master Licence Agreement
                                                                                                            page 14
10.2     Termination by the parties                             the Program Manager's assets, operations or
                                                                business.
Each party may, at any time, by providing the other
party with at least 30 days written notice, terminate   10.4    Termination no prejudice to
this agreement unless otherwise agreed in writing.
                                                                remedies
10.3     Termination for default                        Termination of this agreement does not affect any
The Commonwealth may terminate this agreement           accrued rights or remedies of either party.
with immediate effect by giving written notice to the
                                                        10.5    After termination
Program Manager if:
                                                        On expiry or termination of this agreement for any
(a)    the Program Manager breaches:
                                                        reason:
       (i)       any provision of this agreement that
                                                        (a)     the Program Manager must pay to the
                 is not capable of remedy (including
                                                                Commonwealth all amounts due to the
                 clauses 6.1(a) or 6.1(b));
                                                                Commonwealth up to the date of expiry or
       (ii)      any provision of this agreement that           termination;
                 is capable of remedy and then fails
                                                        (b)     all rights of the Program Manager granted in
                 to remedy the breach within 30 days
                                                                respect of the Trade Marks immediately
                 after receiving written notice
                                                                cease;
                 requiring it to do so;
                                                        (c)     the Program Manager must stop using the
(b)    in the reasonable opinion of the
                                                                Trade Marks and require the Operators to
       Commonwealth:
                                                                stop using the Trade Marks;
        (i)       the Program Manager or an
                                                        (d)     if so requested by the Commonwealth and at
                  Operator, Business Unit or Related
                                                                the Program Manager's cost, destroy all
                  Business Entity is the subject of a
                                                                material bearing the Trade Marks that is in
                  complaint of a very serious nature
                                                                the possession or control of the Program
                  concerning the Accreditation
                                                                Manager and request that the Operators do
                  Program or the Large Tourism
                                                                the same;
                  Organisation’s Quality Standard or
                  a Business Unit or Related Business   (e)     take all available steps to minimise loss
                  Entity that it applies it’s Quality           resulting from that termination; and
                  Standard to; or                       (f)     clauses 2.1(c) (interest in Trade Marks), 4.4
        (ii)      there are a significant number of             (Reporting), 4.6 (Moral Rights), 4.7
                  complaints concerning the quality             (Privacy), 4.8 (Reviews and audits) 4.9
                  of the Program Manager’s                      (Conduct of audit and access), 7 (Indemnity),
                  operations;                                   8 (GST), 9 (Government Taxes, duties and
                                                                charges), 10 (Termination), and 11 (Dispute
(c)    the Program Manager assigns, or purports to
                                                                resolution) will continue to bind the parties.
       assign, its rights under this agreement
       without prior written consent of the
       Commonwealth;                                    11.     DISPUTE RESOLUTION
(d)    the Program Manager becomes subject to
       any form of insolvency administration;           11.1    Notification of Dispute
(e)    there is any change in the direct or indirect    A party claiming that a dispute, difference or
       beneficial ownership or control of the           question arising out of this agreement (Dispute) has
       Program Manager;                                 arisen must notify the other party giving full details
(f)    the Program Manager disposed of the whole        of the Dispute (Notification).
       or part of its assets, operations or business
                                                        11.2    Parties to resolve Dispute
       other than in the ordinary course of business;
                                                        During the 14 days after Notification is given (or any
(g)    the Program Manager ceases to carry on
                                                        longer period agreed between the parties), each party
       business;
                                                        to the Dispute must use its reasonable efforts to
(h)    the Program Manager ceases to be able to         resolve the Dispute.
       pay its debts as they become due;
(i)    any step is taken by a mortgagee to take         11.3    Mediation
       possession or dispose of the whole or part of    If the parties cannot resolve the Dispute within the
       the Program Manager's assets, operations or      period specified in clause 11.2, they must refer the
       business; or                                     Dispute to a mediator if one of them requests.
(j)    a receiver, a receiver and manager, a trustee    11.4    Appointment of mediator
       in bankruptcy, a provisional liquidator, a
       liquidator, an administrator or other like       If the parties to the Dispute cannot agree on a
       person is appointed of the whole or part of      mediator within seven days after a request under


NTAF Master Licence Agreement
                                                                                                         page 15
clause 11.3, the chairman of LEADR or the                           posting if posted to or from a place outside
chairman's nominee will appoint a mediator.                         Australia);
                                                          (c)       if sent by electronic mail, when a receipt
11.5     Role of mediator
                                                                    notice, if available, appears in the sending
The role of a mediator is to assist in negotiating a                party’s inbox or, in any case, when the
resolution of the Dispute. A mediator may not make                  sender’s email system transfers the message
a binding decision on a party to the Dispute except if              to the sent items folder.
the party agrees in writing.
                                                          (d)       if sent by facsimile, when the sender's
11.6     Conduct of mediation                                       facsimile system generates a message
                                                                    confirming successful transmission of the
Each mediation conducted in accordance with this
                                                                    entire Notice unless, within eight Business
clause will be conducted in accordance with the
                                                                    Hours after the transmission, the recipient
relevant rules and procedures of the Australian
                                                                    informs the sender that it has not received
Commercial Disputes Centre or other rules and
                                                                    the entire Notice,
procedures agreed between the parties.
                                                          but if the delivery, receipt or transmission is not on a
11.7     Consequences of breach                           Business Day or is after 5.00pm on a Business Day,
If, in relation to a Dispute, a party breaches any        the Notice is taken to be received at 9.00am on the
provision of this clause 11, the other party need not     next Business Day.
comply with those clauses in relation to that Dispute.
11.8     Obligation to continue fulfilling                13.      MISCELLANEOUS
         obligations
                                                          13.1     Alterations
The parties must continue to perform their respective
obligations under this agreement pending the              Subject to clause 1.2, this agreement may be altered
resolution of a Dispute.                                  only in writing signed by each party.

11.9     Costs                                            13.2     Approvals and consents
Each party must bear its own costs of complying with      Except where this agreement expressly states
this clause 11.                                           otherwise, a party may, in its discretion, give
                                                          conditionally or unconditionally or withhold any
11.10 Court proceedings                                   approval or consent under this agreement.
A party must not start court proceedings (except          13.3     Assignment
proceedings seeking interlocutory relief) unless it has
complied with this clause 11.                             The Program Manager may only assign this
                                                          agreement or a right under this agreement with the
                                                          prior written consent of the Commonwealth. The
12.      NOTICES AND OTHER                                Commonwealth may assign this agreement or a right
         COMMUNICATIONS                                   under this agreement in its absolute discretion.

                                                          13.4     Costs
12.1     Service of notices
                                                          Each party must pay its own costs of negotiating,
A notice, demand, consent, approval or                    preparing and executing this agreement.
communication under this agreement (Notice) must
be:                                                       13.5     Counterparts
(a)     in writing, in English and signed by a person     This agreement may be executed in counterparts. All
        duly authorised by the sender; and                executed counterparts constitute one document.
(b)     hand delivered or sent by prepaid post or by
        electronic mail or facsimile to the recipient's
                                                          13.6     No merger
        address for Notices specified in item 12 of       The rights and obligations of the parties under this
        Part A, as varied by any Notice given by the      agreement do not merge on completion of any
        recipient to the sender.                          transaction contemplated by this agreement.

12.2     Effective on receipt                             13.7     Entire agreement
A Notice given in accordance with clause 12.1 takes       This agreement as evidenced in writing in this
effect when taken to be received (or at a later time      document:
specified in it), and is taken to be received:            (a)     constitutes the entire agreement between the
(a)      if hand delivered, on delivery;                          parties in connection with its subject matter;
                                                                  and
(b)      if sent by prepaid post, on the fifth Business
         Day after the date of posting (or on the         (b)     supersedes any prior understanding or
         seventh Business Day after the date of                   agreement between the parties and the prior
                                                                  condition, warranty, indemnity or

NTAF Master Licence Agreement
                                                                                                            page 16
         representation imposed, given or made by a         Accreditation Program means the scheme or
         party.                                             program that accredits, rates or otherwise certifies the
                                                            quality of tourism businesses specified in item 6 of
13.8     Further action                                     Part A.
Each party must do, at its own expense, everything          Approved Privacy Code has the same meaning as in
reasonably necessary (including executing                   section 6 of the Privacy Act 1988 (Cth).
documents) to give full effect to this agreement and
                                                            ATDW Database means any database established by
any transaction contemplated by it.
                                                            the Australian Tourism Data Warehouse.
13.9     Severability                                       Australian Tourism Data Warehouse means the
(a)      The parties agree that a construction of this      Australian Tourism Data Warehouse Pty Ltd ABN 21
         agreement that results in all provisions being     096 876 783.
         enforceable is to be preferred to a                Business Day means a day (except Saturday and
         construction that does not so result.              Sunday) on which banks are open for general
(b)      If, despite the application of clause 13.9(a), a   banking business.
         provision of this agreement is illegal or          Brand The name and/or trade mark attached to a type
         unenforceable:                                     of product manufactured by a particular company
         (i)      if the provision would not be illegal     Business Unit An internal element or segment of a
                  or unenforceable if a word or words       company representing a specific business function.
                  were omitted, that word or those          Also called department, division, or a functional area
                  words are severed; and                    Commonwealth means the Commonwealth of
         (ii)     in any other case, the whole              Australia as specified in item 1 of Part A.
                  provision is severed,                     Commencement Date means the date specified in
         and the remainder of this agreement                item 3 of Part A.
         continues in force.                                Franchisee An individual who purchases the rights
                                                            to use a company’s trademarked name and business
13.10 Waiver                                                model to do business. The franchisee purchases a
A party does not waive a right, power or remedy if it       franchise from the franchisor. The franchisee must
fails to exercise or delays in exercising the right,        follow certain rules and guidelines already
power or remedy. A single or partial exercise of a          established by the franchisor, and in most cases the
right, power or remedy does not prevent another or          franchisee must pay an ongoing franchise royalty fee
further exercise of that or another right, power or         to the franchisor
remedy. A waiver of a right, power or remedy must
                                                            Goods and/or Services means the goods or services
be in writing and signed by the party giving the
                                                            listed in item 7 of Part A.
waiver.
                                                            Information Privacy Principles has the same
13.11 Relationship                                          meaning as in section 6 of the Privacy Act 1988
Except where this agreement expressly states                (Cth).
otherwise, it does not create a relationship of             Intellectual Property Rights means all intellectual
employment, trust, agency or partnership between the        property rights, including the following rights:
parties.                                                    (a) patents, copyright, rights in circuit layouts,
                                                                    designs, trade marks (including goodwill in
13.12 Announcements
                                                                    those marks) and domain names;
A public announcement in connection with this
                                                            (b) any application or right to apply for
agreement, any transaction contemplated by it or any
                                                                    registration of any of the rights referred to in
dispute arising in respect of it must be agreed by the
                                                                    paragraph (a); and
Commonwealth before it is made by the Program
Manager, except if required by law or a regulatory          (c) all rights of a similar nature to any of the rights
body (including a relevant stock exchange), in which                in paragraphs (a) and (b) which may subsist in
case the Program Manager must, to the extent                        Australia or elsewhere,
practicable, first consult with and take into account       whether or not such rights are registered or capable of
the reasonable requirements of the Commonwealth.            being registered.
13.13 Governing law and jurisdiction                        Large Tourism Organisation An organisation that
                                                            operates nationally (in at least 3 Australian States or
This agreement is governed by the law of the                Territories), in a tourism or tourism related industry,
Australian Capital Territory and each party submits         that has a Quality Standard in place that is applied to
to the non-exclusive jurisdiction of the courts of the      its operations, Business Units and where present,
Australian Capital Territory.                               extended to its Related Business Entities
                                                            LEADR means the dispute resolution association
14.      DEFINITIONS                                        with that name and the Australian Business Number
                                                            69 008 651 232.
In this agreement, the following definitions apply:
NTAF Master Licence Agreement
                                                                                                             page 17
Moral Rights has the same meaning as it has in Part        Subsidiaries Companies controlled by a holding or
IX of the Copyright Act 1968 (Cth).                        parent company. Companies often conduct their
National Tourism Accreditation Framework                   business operations through a corporate group
Visual Identity Guidelines means the guidelines            structure consisting of one or more wholly-owned
relating to the manner of use of the Trade Marks           subsidiaries. Under this arrangement, the financial
supplied on CD ROM or supplied on PDF by email             condition of the parent company and its wholly
or fax to the Program Manager.                             owned subsidiaries are reported together in
                                                           consolidated financial statements. Despite this form
National Privacy Principles has the same meaning
                                                           of financial reporting, a parent company is not
as in section 6 of the Privacy Act 1988 (Cth).
                                                           obligated to pay creditors of the subsidiary in the
NTAF means the National Tourism Accreditation              event of delay or default by the subsidiary
Framework established by the Commonwealth.
                                                           Term means the term of this agreement specified in
NTAF Annual Statement means the statement                  clause 1.
specified in item 3 of Schedule 3.
                                                           Tourism Australia means Tourism Australia, the
NTAF Database means any database owned and                 Australian government agency established under
hosted by the Commonwealth for the purposes of             Tourism Australia Act 2004 (Cth) ABN
NTAF, including the NTAF customer feedback                 99 657 548 712.
database.
                                                           Tourism Quality Council of Australia or TQCA
NTAF Database Administrator means the person               means the independent body appointed by the
specified in item 13 of Part A.                            Commonwealth Minister for Tourism that sets the
Operator means an organisation, individual or              overall policy for the NTAF under the direction on
company which is a member of a Program.                    the Minister for Tourism and the Tourism Ministers'
Personal Information has the same meaning as in            Council.
section 6 of the Privacy Act 1988 (Cth).                   Trade Marks means the marks described and
Program Manager means the party specified in item          illustrated at item 5 of Part A.
2 in Part A.
Quality Standards Quality standards, procedures or
systems that are put in place by a Large Tourism
Organisation or an industry certifying body that
ensure the Organisation, its operations, Business
Units and Related Business Entities, meet the NTAF
assessment criteria (tourism, ongoing financial
viability, governance and administration, quality,
assessment processes and verification) and may
include, but is not limited to, ISO 9001:2008
certification
Reports means the reports specified in Schedule 3.
Related Business Entities Brands, Franchisees,
related entity as defined in section 9 of the
Corporations Act 2001 or Subsidiaries as defined in
these definitions
Specified Acts means:
(a) falsely attributing the authorship of any
       Reports, or any content in the Reports
       (including without limitation literary, dramatic,
       artistic works and cinematograph films within
       the meaning of the Copyright Act 1968 (Cth));
(b) materially altering the style, format, colours,
       content or layout of the Reports and dealing in
       any way with the altered Reports;
(c) reproducing, communicating, adapting,
       publishing or exhibiting any Reports; and
(d)  adding any additional content or information to
     the Reports.
Standards means the standards issued by the
Commonwealth from time to time, which as at the
Commencement Date are as set out in Schedule 1.
STO’s State and Territory Tourism Organisations

NTAF Master Licence Agreement
                                                                                                          page 18
           Schedule 1 – Standards

                                  Standard - the                                         Key Performance indicators (KPIs) used to determine whether the Program Manager is meeting the
                                                                                                                                    Standards
                      Program Manager must:
Tourism
1.   Operate a program or apply a Quality Standard in a tourism or tourism related          Organisation remains in the same tourism or tourism related industry recognised and approved by
     industry recognised and approved by the TQCA (see Schedule 2)                           the TQCA as specified in item 6 of Part A
2.   Provide a clear description of the scope of products/ services the applicant
     accredits, or industry sector the applicant operates in

Governance and administration
3.   Demonstrate that the applicant has appropriate governance and administrative           Verification process shows appropriate governance and administrative structure and processes in all
     structures and processes covering:                                                      areas
      a. record keeping                                                                     Evidence that any previous recommendations special conditions listed in item 9 of Part A or any
      b. control of the use of the Trade Marks                                               additional requests for improvement issued by the Commonwealth have been met
      c. assessment of general compliance, appeals processes and disciplinary
         actions (that provide for natural justice)
      d. protection of confidentiality
      e. protection against anti-competitive behaviour
      f. conflicts of interest
      g. protection of personal information in accordance with privacy laws

4.   Agree to take required actions to ensure that the applicant’s information is kept      The Licensee’s information including on all Operators, operations, Business Units or Related
     current on the NTAF Database including:                                                 Business Entities, is current with the NTAF Database when verified (random checks) against the
     a) the Program’s accreditation status for all Operators; or                             membership list of all Operators in the Program, operations, Business Units or Related Business
     b) the Large Tourism Organisation’s accreditation status for all operations,            Entities using the TQUAL mark.
         Business Units or Related Business Entities

5.   Report against the Key performance indicators.                                         Reporting against Key Performance Indicators included in the NTAF Annual Statement
Quality


           NTAF Master Licence Agreement
                                                                                                                           page 19
                                  Standard - the                                       Key Performance indicators (KPIs) used to determine whether the Program Manager is meeting the
                                                                                                                                  Standards
                      Program Manager must:
6.   Have a complaints handling policy:                                                   Complaints handling policy and processes readily available to all via the Licensee’s website
      a. including resolution facilitation; and                                           Changes to policy and processes notified to the Commonwealth as required from time to time
      b. reporting on numbers and outcomes                                                Provide annual statistical information summarising complaints about the Program Manager and its
                                                                                           Operators, or the Large Tourism Organisation, including operations, Business Units or Related
                                                                                           Business Entities, and how they were resolved as part of the NTAF Annual Statement

7.   Have policies regarding continuous improvement and review, including a               Results of reviews which demonstrate continuous improvement and review activities provided as part
     mechanism for regular reviews of the Accreditation Program and                        of the NTAF Annual Statement
     moderation/benchmarking
8.   Have an established Code of Conduct which:                                            Code of Conduct continues to meet the requirements specified in the Standard
      a. ensures that accredited operators, operations, Business Units or Related          Provide annual statistical report on compliance of Operators with the Code of Conduct as part of the
         Business Entities formally agree to conduct themselves in a way that               NTAF Annual Statement
         protects and enhances the reputation of the Australian tourism industry.
      b. reflects the sector the applicant represents or operates in
      c. promotes a commitment to the delivery of quality products and services
      d. promotes a commitment to providing accurate information in dealing with
         consumers and business partners, particularly with advertising material
      e. requires Operators or Related Business Entities to establish a complaints
         handling procedure
      or
                                                                                        Continues to apply a Quality Standard that meets the NTAF Assessment Criteria
      As a Large Tourism Organisation, have an established and monitored Quality
      Standard in place that meets the NTAF criteria that applies to all operations,    Provide annual statistical information on compliance with the Quality Standard as part of the NTAF
      Business Units and Related Business Entities, including brands, subsidiaries,      Annual Statement.
      and franchisees that would use the TQUAL mark.



Assessment process
9.   Employ robust and defensible assessment processes which ensure that the              Assessment processes are documented, available to the Commonwealth, robust and defensible
     Accreditation Program’s quality principles/criteria are being met by Operators,
     operations, Business Units, or Related Business entities

10. Publish and or provide details of the licensee assessment process and the             Details of assessment process and methodology published or made available to Operators,
    method used to ensure consistency and impartiality                                     operations, Business Units or Related Business Entities
                                                                                   


           NTAF Master Licence Agreement
                                                                                                                          page 20
                                 Standard - the                                        Key Performance indicators (KPIs) used to determine whether the Program Manager is meeting the
                                                                                                                                  Standards
                     Program Manager must:
11. Program or Quality Standard continues to include criteria designed to ensure          Program assessment criteria or Quality Standard ensures the ability to deliver a positive customer
    that all Operators, operations, Business Units or Related Business Entities,           experience and supports best practice management, sustainability, continuous improvement and
    operating under the Program or Quality Standard;                                       delivery on the customer quality promise

        a. are able to ensure a positive customer experience particularly in: levels
            of service; provision of the product to the market; and presentation of
            facilities
        b. are well managed, sustainable, have a complaints handling process
            and dispute management system; and are committed to continuous
            improvement

12. Program or Quality Standard requires all Operators, operations, Business              Membership list of all Operators, operations, Business Units or Related Business Entities, operating
    Units or Related Business Entities operating under the Program or Quality              under the Program or Quality Standard, in the Accreditation Program is provided to Commonwealth
    Standard:                                                                              quarterly and is correct as verified (random checks)
        a. evidence of Business Registration and ABN or ACN details
        b. a description of the product or service offering

13. Requires all Operators, operations, Business Units or Related Business                A signed declaration as part of the NTAF Annual Statement is provided to the Commonwealth
    Entities operating under the Program or Quality Standard, to comply with              Exception report showing non-compliance and actions taken is provided to the Commonwealth as
    applicable legal and regulatory obligations including Compliance with all Trade        part of the NTAF Annual Statement
    Practices Act, consumer affairs and Occupational Health and Safety
    obligations.

14. All Operators, operations, Business Units or Related Business Entities                A declaration signed by the program manager is provided to the Commonwealth as part of the NTAF
    operating under the Program or Quality Standard are required to agree to               Annual Statement
    adhere to the Programs Code of Conduct, Quality Standard or specified
    standard of practice.

                                                                                          Report on number of Operators, operations, Business Units or Related Business Entities, operating
15. All Operators, operations, Business Units or Related Business Entities                 under the Program or Quality Standard, not complying and actions taken is provided to the
    operating under the Program or Quality Standard are required to hold all               Commonwealth as part of the NTAF Annual Statement
    relevant licences.




          NTAF Master Licence Agreement
                                                                                                                          page 21
                                 Standard - the                                      Key Performance indicators (KPIs) used to determine whether the Program Manager is meeting the
                                                                                                                                Standards
                     Program Manager must:
16. Requires all Operators, operations, Business Units or Related Business              Report on number of Operators, operations, Business Units or Related Business Entities, operating
    Entities operating under the Program or Quality Standard to hold all relevant        under the Program or Quality Standard, not complying and actions taken is provided to the
    insurances; including public liability and workers compensation insurance            Commonwealth as part of the NTAF Annual Statement
    where applicable by law




17. Require all Operators, operations, Business Units or Related Business Entities      Report on the number and % of overall complaints received are provided to the Commonwealth as
    operating under the Program or Quality Standard:                                     part of the NTAF annual statement
       a. have customer service policies and procedures in place and have in
            place a program to ensure that these are adhered to
       b. have customer feedback and complaints policies and procedures



18. Encourages all Operators, operations, Business Units or Related Business            The Accreditation Programs or Large Tourism Organisation’s provide information on the benefits to
    Entities operating under the Program or Quality Standard that are sub-licensed       Operators, Business Units or Related Business Entities of, and the steps required for, listing with the
    to use the TQUAL mark to list on the Australian Tourism Data Warehouse               Australian Tourism Data Warehouse

19. Encourages all Operators, operations, Business Units or Related Business            A statement on any initiatives undertaken by the licensee to encourage it’s Operators, operations,
    Entities operating under the Program or Quality Standard to operate their            Business Units or Related Business Entities operating under the Program or Quality Standard to
    businesses on an environmentally sound basis                                         operate on an environmentally sound basis as part of the NTAF Annual Statement

Verification
20. Conduct rigorous assessment of Operators, operations, Business Units or             Records kept on all site inspections of Operators conducted
    Related Business Units against the Accreditation Program or Large Tourism
    Organisation’s Quality Standards criteria at the place where the experience is      A signed declaration that all site inspections were conducted in accordance with the criteria as part of
    delivered:                                                                           the NTAF Annual Statement
    a. at least every two years
    b. more frequently as soon as practical where complaint statistics indicate a
         potential quality problem
    c. using inspectors who are professional, appropriately trained and qualified,
    d. keep records of site inspections




          NTAF Master Licence Agreement
                                                                                                                        page 22
Schedule 2 – Tourism related industries

Travel agency, tour operator and tourist bureau services

Retail

Taxi and other road passenger transport

Rail transport

Air and water transport

Motor vehicle hiring

Equipment hiring

Accommodation

Tour guiding

Cafes, restaurants and takeaway food outlets

Food and beverage manufacturing

Clubs, pubs, taverns and bars

Casinos and other gambling services

Libraries, museums and arts

Other entertainment services

Sport and other recreation services

Meetings and events planning




NTAF Master Licence Agreement
                                                           page 23
Schedule 3 – Reports

1.       Monthly report
         The following details for Operators of accreditation programs or the operations, Business Units or
         Related Business Entities of Large Tourism Organisations that have been granted a sub-licence to
         use the Trade Marks, and those that have had a sub-licence cancelled, and which are to be
         provided to the NTAF Database Administrator:
         (a)       business name;
         (b)       address;
         (c)       phone;
         (d)       email;
         (e)       web address; and
         (f)       ABN or ACN;
         (g)       unique identifier.


2.       Quarterly report (item 12 of Standards)
         Membership list of all sub-licensed Operators for accreditation programs or operations, Business
         Units or Related Business Entities of a Large Tourism Organisation, provided to the
         Commonwealth on 1 February, 1 May, 1 August and 1 November each year.


3.       NTAF Annual Statement
         The Program Manager is required to provide the Commonwealth with an NTAF Annual
         Statement on [insert] each year that contains the following:
         (a)       Complaints statistical report:
                   (i)      summaries of complaints about the Program Manager and their Operators or
                            operations, Business Units or Related Business Entities of Large Tourism
                            Organisation to which their Quality Standard is applied and how they were
                            resolved (item 6 of Standards); and
                   (ii)     details of the number and % of overall complaints received (see item 17of
                            Standards).
         (b)       (1) Review of Accreditation Program (item 6 of Standards): results of reviews which
                   demonstrate continuous improvement and review activities or
                   (2) Review of Large Tourism Organisation Quality Standard (item 6 of Standards):
                   results of reviews which demonstrate continuous improvement and review activities.


         (c)       Code of Conduct statistical report (items 8 and 13 of Standards): compliance of
                   Operators with the Code of Conduct.
         (d)       Signed Annual Declaration (items 13 to 16 of Standards).
NTAF Master Licence Agreement
                                                                                                        page 24
         (e)       Licence and insurance requirements (items 14 to 15): compliance of Operators for
                   Programs or compliance of Large Tourism Organisations operations, Business Units and
                   Related Business Entities with relevant licence requirements and the requirement to hold
                   relevant insurances, including public liability and workers compensation insurance.
         (f)       Environmental initiatives (item 19 of Standards): details of any initiative’s undertaken
                   by the Program Manager to encourage Operators, operations, Business Units or Related
                   Business Entities of the accreditation program or Large Tourism Organisation’s to operate
                   on an environmentally sound basis. .
         (g)       Verification (item 20 of Standards): signed declaration.




NTAF Master Licence Agreement
                                                                                                       page 25
Schedule 4 – Template NTAF sub-licence
agreement
[Note: this is a template sub-licence agreement that can be used by the Program Manager when sub-
licensing the TQUAL Trade Marks to Operators or as a Large Tourism Organisation applying a Quality
Standard to its Related Business Entities.
Using this form of agreement is not mandatory but if another agreement is used by the Program
Manager, it must meet the requirements set out in clause 5.2(a) of the Master Licence Agreement.]
[Note to RET user: complete the items highlighted in yellow before the Master Licence Agreement
is signed with the Program Manager.]


Date       _______________/_______________/_________________
           day                      month                     year

Background
A        The Commonwealth, in consultation with the Australian tourism industry, has established a policy
         framework known as the National Tourism Accreditation Framework (NTAF) to facilitate a quality
         customer experience across the Australian tourism industry.
B        The Program Manager has been granted a licence by the Commonwealth including the right to sub-license
         the Trade Marks to accredited businesses within its Accreditation Program; or

C        The Program Manager has been granted a licence by the Commonwealth including the right to sub-licence
         the Trade Marks to Related Business Entities that it elects to apply the quality standard to.
D        You are an accredited business within the Accreditation Program or a Related Business Entity that a Large
         Tourism Organisation applies a quality standard to, and the Program Manager has agreed to sub-license the
         Trade Marks to you on the terms and conditions set out in this agreement.

Part A – Your details
The capitalised terms used in this agreement have the meaning given to them in the table below or as set out in
clause 10.

Item                                Clause
number         Description          Reference       Details
General- Sub-licence details

1.             Program Manager      10              [insert full name of Program Manager]
                                                    [insert ACN, if applicable]
                                                    Notice details
                                                    [insert address]
                                                    Facsimile: [insert]
                                                    Attention: [insert]

2.             You                  10              [insert full name of Operator]
                                                    [insert ACN, if applicable]
                                                    Notice details
                                                    [insert address]
                                                    Facsimile: [insert]

NTAF Master Licence Agreement
                                                                                                              page 26
Item                                 Clause
number         Description           Reference       Details
                                                     Attention: [insert]

3.             Commencement          10              [insert date this agreement is to commence.]
               Date
4.             Trade Mark            10




5.             Goods and/or          2 and 14        The TQUAL mark can be used by the sub licensee as accredited
               Services                              Operators or Related Business entities of (insert Program Manager)
                                                     for the purposes of marketing its products that meet the core criteria
                                                     of the (insert Program Name) Program/or (insert name of Large
                                                     Tourism Organisations Quality Standard) Quality Standard.
6.             Territory             2.1 and 14      [insert territory
                                                     This should reflect the territory specified in item 8 of Part A of the
                                                     Master Licence Agreement.]
7.             Reporting             2.2             [insert reporting requirements such as details of any environmental
                                                     initiatives undertaken.]




Part B – Sub-licence standard terms and conditions

1.       YOUR RIGHTS TO USE THE TRADE MARKS
(a)      The Program Manager grants you a non-exclusive, non-transferable, royalty-free, licence fee free licence to
         use the Trade Marks within the Territory during the Term, but only:
         (i)       in relation to the Goods and/or Services; and
         (ii)      in accordance with the National Tourism Accreditation Framework Visual Identity Guidelines,
                   including :
                  (A)       ensuring that reproductions of the Trade Marks meet the minimum quality and size
                            requirements; and
                  (B)       using the phrase 'TM Trade Mark of the Commonwealth of Australia' together with the
                            Trade Marks where possible.
(b)      You acknowledge and agree that the Commonwealth owns the Trade Marks (including any goodwill that
         may be created from your use of the Trade Marks) and that your only rights to use the Trade Marks are
         those specified in this agreement.


2.       YOUR OBLIGATIONS

2.1      General
You must comply with the terms of the Accreditation Program or Large Tourism Organisations Quality Standards.
2.2      Reporting
You must provide the reports to the Program Manager at the times and in the manner outlined in item 7 of Part A.




NTAF Master Licence Agreement
                                                                                                                page 27
2.3        Privacy
(a)        If you have access to any Personal Information in connection with this agreement, you agree to comply with
           all relevant privacy laws (including not using or disclosing that information in breach of the Information
           Privacy Principles under the Privacy Act 1988).
(b)        You must immediately notify the Program Manager if you become aware:
           (i)      of a breach or possible breach of the obligations contained in clause 2.3(a); or
           (ii)     of any action taken by the Privacy Commissioner under the Privacy Act that is relevant to this
                    agreement.
(c)        You consent to the Program Manager disclosing information or data provided by you in connection with
           this agreement to the Commonwealth and for inclusion on the National Tourism Accreditation Framework
           and Australian Tourism Database Warehouse databases (and to such persons that administer and operate
           those databases). This information may be reproduced, adapted, modified or communicated for the purposes
           of administrating the NTAF Database.


3.         SUB-LICENSING
You must not sub-licence or allow another person to use the Trade Marks.


4.         PROTECTION OF THE TRADE MARKS

4.1        General
You must not:
(a)        use the Trade Marks in a way that would harm the name, reputation or good standing of the Program
           Manager, Commonwealth or Tourism Australia or the value of the Trade Marks in any way;
(b)        contribute to any situation which brings (or may bring) the Commonwealth or Tourism Australia into
           disrepute, contempt, scandal or ridicule;
(c)        register or attempt to register:
           (i)      any part of the name or words forming part of the Trade Marks, or any words substantially identical
                    with or deceptively similar to the Trade Marks, as part of a business, corporate or domain name; 1 or
           (ii)     any part of the Trade Marks or any slogan, mark, design or other representation that is substantially
                    identical with or deceptively similar to the Trade Marks, as part of a trade mark or design;
(d)        hold yourself out as having any right to use the Trade Marks other than as expressly granted in this
           agreement or that you have authority to represent the Program Manager or the Commonwealth;
(e)        use any slogan, mark, design or other representation that is similar to or is capable of being confused with
           any part of the Trade Marks; or
(f)        use the Trade Marks other than in its complete form.
4.2        Infringement
(a)        You must notify the Program Manager of any actual or suspected infringement of the Trade Marks of which
           you become aware. If someone makes a claim against you that your use of the Trade Marks infringes their
           intellectual property, you agree to allow the Commonwealth to have complete control of the defence of that
           action and you must not agree to any settlement without the approval of the Commonwealth. You agree to
           co-operate and provide the assistance reasonably required by the Commonwealth in relation to the conduct
           of that defence.
(b)        If required by the Commonwealth, you agree to co-operate fully in any action instituted or defended by the
           Commonwealth in relation to the Trade Marks, including by providing requested information and materials,
           procuring evidence, and providing testimony as may be required in any such action.




1
    Reflects clause 4 of Tourism Australia's standard terms and conditions.
NTAF Master Licence Agreement
                                                                                                                  page 28
5.       RECOVERY OF COSTS AND LIABILITY

5.1      Cost recovery
If the Program Manager or the Commonwealth incurs any loss due to claims made against them as a result of your
use of the Trade Marks, you agree to pay for all costs (including full legal costs) and losses that the Program
Manager or the Commonwealth incur.
5.2      Exclusion
Subject to any statutory provisions that cannot be excluded:
(a)      the Program Manager and the Commonwealth are not liable to you for any claims, losses, damages, costs or
         expenses of any nature whatsoever, however caused (including but not limited to negligence) relating to or
         arising out of use of the Trade Marks or this licence; and
(b)      there are no other terms, conditions or warranties implied into this agreement that are in addition to the
         written provisions contained in this agreement.


6.       GOVERNMENT TAXES, DUTIES AND CHARGES
You must pay all taxes, duties (including stamp duty), charges, fees and other imposts of whatever kind (including
any fine or penalty imposed in connection with them) that may be levied, assessed, charged or collected in
connection with this agreement.


7.       TERMINATION

7.1      Termination if the Master Licence Agreement is terminated
This agreement terminates with immediate effect on the expiry or termination of the Master Licence Agreement.
Note to clause 7.1: The Master Licence Agreement may be terminated by either the Commonwealth or the Program
Manager for convenience or because of breach by the other party. The Commonwealth will terminate for
convenience only if there is a decision by the Commonwealth at the relevant time to terminate, reduce or replace the
NTAF.

7.2      Termination by the parties
         Either party may, at any time, by providing 30 days written notice, terminate this agreement.

7.3      Termination for default
The Program Manager may terminate this agreement with immediate effect by giving you written notice if:
(a)    you breach:
       (i)       any provision of this agreement that is not capable of remedy (including clauses 4.1(a) or 4.1(b));
       (ii)      any provision of this agreement that is capable of remedy and you fail to remedy the breach within
                 30 days after receiving written notice requiring it to do so ; or
       (iii)     in the reasonable opinion of the Program Manager you are the subject of a complaint of a very
                 serious nature concerning the Accreditation Program or Large Tourism Organisations Quality
                 Standard;
(b)    you assign, or purport to assign, your rights under this agreement without prior written consent of the
       Program Manager;
(c)    there is any change in your direct or indirect beneficial ownership or control;
(d)    you dispose of the whole or part of your assets, operations or business other than in the ordinary course of
       business; or
(e)    any step is taken to appoint a receiver, a receiver and manager, a trustee in bankruptcy, a provisional
       liquidator, a liquidator, an administrator or other like person of the whole or part of your assets, operations
       or business.
7.4      Termination no prejudice to remedies
Termination of this agreement does not affect any accrued rights or remedies of either party.
7.5      After termination
On expiry or termination of this agreement for any reason:
(a)     your rights in respect of the Trade Marks immediately cease; and

NTAF Master Licence Agreement
                                                                                                                page 29
(b)      you must stop using the Trade Marks;
(c)      if so requested by the Commonwealth and at your cost, destroy or return to the Commonwealth all material
         bearing the Trade Marks that is in your possession or control;
(d)      take all available steps to minimise loss resulting from that termination; and
(e)      clauses 1(b) (interest in Trade Marks), 2.3 (Privacy), 6 (Government Taxes, duties and charges), 7
         (Termination), and 8 (Dispute resolution) will continue to bind the parties.


8.       DISPUTE RESOLUTION
The parties must endeavour to resolve any dispute under this agreement amicably before they commence legal
proceedings (except if they are urgent).


9.       MISCELLANEOUS

9.1      Alterations
This agreement may be altered only in writing signed by each party.
9.2      Assignment
A party may only transfer its rights and obligations under this agreement with the prior written consent of the other
party.
9.3      Costs
Each party must pay its own costs of negotiating, preparing and executing this agreement.
9.4      Entire agreement
This agreement constitutes the entire agreement between the parties in connection with its subject matter and
supersedes all previous agreements or understandings between the parties in connection with its subject matter.

9.5      Severability
A term or part of a term of this agreement that is illegal or unenforceable may be severed from this agreement and
the remaining terms or parts of the terms of this agreement continue in force.
9.6      Waiver
Waiver of any provision or right under this agreement:
(a)    must be in writing signed by the party entitled to the benefit of that provision or right; and
(b)    is effective only to the extent set out in any written waiver.

9.7      Governing law and jurisdiction
This agreement is governed by the law of the Australian Capital Territory and each party submits to the non-
exclusive jurisdiction of the courts of the Australian Capital Territory.
9.8      Announcements
Once this agreement has been executed, you may announce that you have been accredited through the Accreditation
Program or Large Tourism Organisations Quality Standard to use the Trademark.


10.      DEFINITIONS
In this agreement, the following definitions apply:
Accreditation Program means the program run by the Program Manager which has been approved by the TQCA.
Business Day means a day (except Saturday and Sunday) on which banks are open for general banking business.
Commencement Date means the date specified in item 3 of Part A.
Commonwealth means the Commonwealth of Australia.
Goods and/or Services means the goods or services listed in item 5 of Part A.
Information Privacy Principles has the same meaning as in section 6 of the Privacy Act 1988 (Cth).
Large Tourism Organisation means the program manager that applies a Quality Standard which has been
approved by the TQCA to its operations, Business Units and where present, extended to its Related Business
Entities


NTAF Master Licence Agreement
                                                                                                                page 30
Master Licence Agreement means the agreement between the Commonwealth and the Program Manager regarding
the use of the Trade Marks.
National Tourism Accreditation Framework Visual Identity Guidelines means the guidelines relating to the
manner of use of the Trade Marks supplied on CD ROM or supplied on PDF by email or fax to the Sub-Licensee.
Personal Information has the same meaning as in section 6 of the Privacy Act 1988 (Cth).
Program Manager means the party specified in item 1 of Part A.
Term means the period commencing on the Commencement Date and ending on the date this agreement is
terminated in accordance with clause 7.
Tourism Australia means Tourism Australia, the Australian government agency established under Tourism
Australia Act 2004 (Cth) ABN 99 657 548 712.
Tourism Quality Council of Australia or TQCA means the independent body appointed by the Commonwealth
Minister for Tourism that sets the overall policy for the NTAF under the direction on the Minister for Tourism and
the Tourism Ministers' Council.2
Trade Marks means the marks described and illustrated at item 4 of Part A.
you or your means the person specified in item 2 of Part A.



EXECUTED as a deed.
 [Select one of the following execution clauses. Where the Program Manager is a company, select the
first execution block below, otherwise, select the second option.]


Executed by [insert name of Program
Manager] in accordance with section 127 of
the Corporations Act 2001

                                                                                                                   
Signature of director                                       Signature of a second director/company secretary/sole
                                                            director and sole company secretary
                                                            (Please delete as applicable)




Name of director (print)                                    Name of a second director/company secretary/sole
                                                            director and sole company secretary (print)




Signed sealed and delivered by [insert
Program Manager] in the presence of

                                                                                                                   
Signature of witness                                        Signature of Licensee




Name of witness (print)




2
    Reflects item 4 of the Guidelines for Applicants.
NTAF Master Licence Agreement
                                                                                                                    page 31
Operators or Related Business Entities: Please select one of the following options. Select the first option
if you are a company (Ltd or Pty Ltd) and select the second option and insert your trading name if you are
not a Ltd or Pty Ltd company.


Executed by [insert name of sub-
licensee] in accordance with section 127 of
the Corporations Act 2001

                                                                                                            
Signature of director                                Signature of a second director/company secretary/sole
                                                     director and sole company secretary
                                                     (Please delete as applicable)




Name of director (print)                             Name of a second director/company secretary/sole
                                                     director and sole company secretary (print)




Signed sealed and delivered by [sub-
licensee operator to insert trading name]
in the presence of

                                                                                                            
Signature of witness                                 Signature of Operator




Name of witness (print)




NTAF Master Licence Agreement
                                                                                                             page 32
Signing page
EXECUTED as an agreement.


Signed for and on behalf of the
Commonwealth of Australia as
represented by the Department of
Resources, Energy and Tourism by its
duly authorised representative in the
presence of

                                                                                                            
Signature of witness                                 Signature of representative




Name of witness (print)                              Name of representative (print)




                                                     Position of representative (print)




[Select one of the following execution clauses. Where the successful applicant is a company, select the
first execution block below, otherwise, select the second option.]


Executed by [insert name of successful
applicant] in accordance with section 127 of
the Corporations Act 2001

                                                                                                            
Signature of director                                Signature of a second director/company secretary/sole
                                                     director and sole company secretary
                                                     (Please delete as applicable)




Name of director (print)                             Name of a second director/company secretary/sole
                                                     director and sole company secretary (print)


Signed by [insert successful applicant
name] in the presence of

                                                                                                            
Signature of witness                                 Signature of Program Manager




Name of witness (print)




NTAF Master Licence Agreement
                                                                                                             page 33

								
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