Definitions
​
1.     In this agreement:​

(a)    “Book-A-Bar” or “Bar” means the bar or clothes rack the Customer may hire to hang their Items on to make                      them available for sale by Encore Runway on behalf of the Customer.
​
(b)    “Buyer” means a person who purchases any of the Items. 

(c)     “Customer” includes the Customer’s substitutes, successors and permitted assigns and its licensees, franchisees                and/or agents.
​
(d)    “Commencement Date” means the earlier of the date detailed above as the Commencement Date and the                      date the Items arrive at the Premises.

(e)    “Commission” means the percentage of the proceeds of the sale of the Items, or any of them, detailed in                        the Schedule above.

(f)     “Concierge Service” includes booking a bar/clothes rack, Pickup service, pricing, barcoding and tagging of                  items.

(g)    “Fee Schedule” includes the Customer agreed sale proceeds and the Company’s sales commission.

(h)    “Items” means clothing, shoes, and other larger accessories owned by the Customer as itemized in the                          Schedule below.

(i)     “Luxury Goods" means any Item priced to sell at or above $1,00 AUD.

(j)     “Opening Times” means the Premises trading hours.

(k)     “Pick-up Service” means the service by which Encore Runway collects the Items from an address which is within              a 20kms radius from the area bounded by the postcode 4215 of Gold Coast, Queensland.

(l)  (   “Premises” means the shop at which Encore Runway conducts its business and from which a Buyer can                          purchase the Items, and as at the commencement of this Agreement means 2/256 Ferry Road, Southport.

(m)    “Prohibited Items” includes furniture, counterfeit items, adult entertainment, drugs, hazardous goods, weapons,                plants, groceries and such other items as Encore Runway determines are prohibited Items from time to time.

(n)     “Rental Charge” means the charges calculated in accordance with the charges detailed in the Schedule below.

(o)    “Rental Period” means the period or periods detailed in the Schedule below. 
​
Binding Agreement
 
​​2.     From the time that the Items are delivered to the Premises by the Customer, or collected from the Customer if                    applicable, the Customer and Encore Runway, shall be bound and governed by this Agreement. 
​
Services Provided
​
3.1   Encore Runway agrees to take delivery of the Items and display the Items on a Bar within the Premise and on its              website for the sole purpose of selling the Items to Buyers at a profit.
 
3.2   Encore Runway also offers a Comprehensive Concierge Service but that service is only provided where Encore              Runway has specifically agreed to do so and the Customer pays the fee detailed in the Schedule above.
 
3.3   Encore Runway will maintain the appearance of the Bar to ensure the Bar is always kept clean and tidy.
 
3.4   Upon this Agreement commencing, Encore Runway is permitted to post photos or videos, or both where Encore              Runway so chooses, of Items on its social media account and website. 
​
Book-A-Bar Rental 
​
4.1   To allow the display of the Items in the Premises, the Customer agrees to rent a Bar from Encore Runway                        throughout the Rental Period, and to pay the Rental Charge for that Rental Period on the terms and conditions set            out in this Agreement.
 
4.2   The Customer acknowledges failure to provide one calendar weeks’ notice to Encore Runway for cancellation or            rescheduling of the Rental Period will result in one week’s Rental being forfeited and credited to Encore Runway.
 
4.3   The Customer is entitled to add additional Items to the Bar for the Rental Period and for any agreed extension of              the Rental Period only where the Schedule above is updated and signed by both parties or where there is an                exchange of emails which confirm these details.
 
4.4   At the end of the Rental Period the Customer must collect any unsold Items from the Premises within 48 hours.
​
Book-A-Bar Rack Guidelines 
 
5.1   The Customer acknowledges and agrees that:
 
    (a) each Bar accommodates up to 50 Items and 4 accessories;
 
    (b) Overloading a Bar may cause damage and impede the sale of the Items; 
 
    (c) Encore Runway reserves the right to remove excess Items from the Bar. The Customer will be advised of any                    removal of Items. 
    (d) Attaching additional parts to racks or leaving items on the floor is strictly prohibited.
 
    (e) Bar setup may commence from the Premises Opening Time up to the last hour of the closing time (unless prior                arrangement with Encore Runway with at least 2 calendar days' notice).
 
    (f) Each Bar rented by the Customer must be emptied of each of the Items at least one hour before closing at the end          of the Rental Period (unless prior arrangement have been made with Encore Runway). Failure to empty the Bar may          result in a $20 packing fee.
​
Pricing and Tagging
​
6.1   The Customer acknowledges that unless they have elected to use Encore Runway’s Concierge Service, they are              responsible for pricing and tagging each of the Items.
 
6.2   Encore Runway will provide the Zellr pricing and tagging system at the Premises for the Customer’s use. 
 
6.3   The Customer is required to use the provided Zellr system to create price tags with barcodes for all Items.
 
6.4   All tags must be securely attached to each Item. Items without tags will be placed in a designated basket and                returned to the Customer.
​
Condition of Items
​
7.1   The Customer must ensure all Items are clean, in good condition and free from odors when delivered to the                    Premises or collected as part of the Pickup Service.
 
7.2   The Customer must disclose any faults or defects on an Item on the price tag in a form able to be readily seen and          understood by a Buyer.
 
7.3   Proof of authenticity in the form of original receipt and or certificate of authenticity must accompany Luxury Goods          prior to the commencement of the Rental Period. 
 
7.4   Encore Runway reserves the right to refuse to display for sale any Items that do not meet the above standards. 
 
7.5   Encore Runway will advise the Customer if they find Items to be unsuitable for sale during the Rental Period. 
 
7.6   Encore Runway may remove and store such Items at their discretion until the Customer has been notified to collect            the Items from the Premises.
​
Prohibited Items 
​
8.1   Prohibited Items will not be permitted by Encore Runway to be displayed for sale on the Premises or on Encore              Runway’s website or social media
 
8.2   Encore Runway reserves the right to remove Prohibited Items at their discretion at the sole expense of the Customer.
​
Loss and Damage to Items 
​
9.1   Encore Runway does not assume any responsibility for Items that are totally lost, stolen, damaged or destroyed.
 
9.2   Encore Runway will not compensate the Customer for any Items that are lost, stolen, damaged or destroyed. 
​
Sales and Returns
​
10.1 The Customer acknowledges Encore Runway maintains a strict no return/exchange policy.
​
Title to Items
​
11.   The parties acknowledge title to an Item remains with the Customer until the Item is sold. 
​
Payment
​
12.1 The Customer must ensure payment for the agreed Bar Rental (or Bar Rental with Comprehensive Concierge                  Service, if applicable) is paid at least 48 hours prior to the commencement of the Rental Period. A failure to make          payment of the chosen Bar Rental will mean the Customer cannot display the Items.
 
12.2 The proceeds for the sale of the Items, or any of them, less the Commission (“the Net Sum”) will be transferred by            Encore Runway to the Customer’s nominated bank account within 10 days after the Rental Period ends.
 
12.3 If a rental is cancelled before completion, or the Customer sells each of the Items before the end of the rental                  period, the Net Sum will be paid, but no refunds will be given for unused rent or credited to the Customer. 
 
12.4 Payments for Bar rentals can be made via credit card, debit card, or bank transfer prior to the. 
 
12.5 The Customer authorizes Encore Runway to:
 
    (a) receive payment for the Items; and
 
    (b) to complete any documents necessary or desirable to enable the Customer to make any payments through any              credit card system. 
​
Termination
​
13.1 Encore Runway may terminate this Agreement and immediately remove the Items from the Bar if the Customer fails          to comply with any of the terms of this Agreement. The termination of this Agreement shall be without prejudice to            any other rights of Encore Runway under this Agreement or otherwise.
 
13.2 If Encore Runway terminates this Agreement, the Customer must collect their Items within 48 hours from receiving            notice of termination.
 
13.3 If the Customer failures to collect their Items within 48 hours, Encore Runway will store the Items up to 7 days from          the expiration of the 48 hours. If at the expiry of the 7 days the Customer has not collected the Items, the Items will          be deemed abandoned and ownership will pass to Encore Runway to deal with the Items at their discretion. 
 
13.4 Notwithstanding the above, Encore Runway reserves the right to make a reasonable charge for storage if the Items          are not collected within 48 hours of the termination of this Agreement.
​
Insurance and Indemnity
​​
14.1 Whilst Encore Runaway has implemented security measures including but not limited to security tags, anti-theft detector system and security cameras and will undertake bags-checks when necessary, the Customer acknowledges:
 
    (a) the Items are not, and will not be, insured by Encore Runway;
 
    (b) the Items are left in the possession of Encore Runway at the Customer’s sole risk;
 
    (c) the Customer must effect and maintain at all times during the Rental Period such insurance in respect of the Items as          the Customer deems appropriate; and
    (e) Encore Runway will have no responsibility or liability to the Customer for any loss or damage to any property of              the Customer
 
14.2 To the full extent permitted by law, the Customer releases and discharges Encore Runway and its agents and                  employees from all claims and demands on Encore Runway.
 
14.3 The Customer assumes liability for, indemnifies and will keep indemnified, protected, saved harmless Encore                  Runway and its agents and employees from and against any and all injuries, actions, proceedings, claims,                    demands, liabilities, losses, damages, costs, penalties and all expenses legal or otherwise (including court costs            and legal fees reasonably incurred) and of whatsoever kind and nature (including claims based upon strict liability           in tort):
 
    (a) arising out of or alleged to arise out of the delivery, selection, purchase, acceptance or rejection, ownership,                possession, use, repair, maintenance, storage, or operation of the Items, and by whomsoever used or operated;
​
    (b) incurred by Encore Runway in respect of any loss of the Items by distress, execution or other legal process of the            Items.
 
14.4 In no event will Encore Runway be liable (whether before or after the expiry or termination of this Agreement) for:
 
    (a) any loss or damage which the Customer suffers arising from, or caused or contributed to by, Encore Runway’s                negligence or the negligence of Encore Runway’s servants or agents;
 
    (b) any special, indirect or consequential loss or damage as a result of a breach by Encore Runway of this                        Agreement, including, but not limited to, loss or profits or revenue, the costs arising from the loss of use of the Items          and the costs of any substitute Items which the Customer acquires.
​
Joint and Several Obligations
​
15.1 Where the Customer comprises more than one individual or entity, each such individual or entity will be jointly a            and severally liable under this Agreement, to Encore Runway, in respect of all monies payable pursuant to this                agreement by the Customer to Encore Runway.
​
Errors Must be Notified
​
16.1 Any claim by the Customer of an error in any statement provided by Encore Runway, or the funds transferred by              Encore Runway to the Customer, must be made to Encore Runway within seven (7) days of receipt of such                      statement or funds, failing which the Customer is not thereafter entitled to raise any objection in respect of any                such statement or the funds transferred.
​
General Matters
​
17.1 Amendments to this Agreement may only be made by the parties in writing with the consent of both parties.
 
17.2 Neither this Agreement nor any rights or obligations hereunder may be assigned or otherwise transferred by either          party without the prior written permission of the other.
 
17.3 If any provision of these terms is void, voidable, unenforceable, or illegal in its terms, but would not be void,                  voidable, unenforceable or illegal if it were read down and, it is capable of being read down, or severed then              that provision will be read down or severed accordingly and the remainder of the terms will be of full force and              effect.
 
17.4 The failure, delay or omission by a party to exercise a power or right conferred on that party by these terms will              not operate as a waiver of that power or right, and any single exercise of a power or right will not preclude                  another exercise of that power, or the exercise of another power or right under these terms. Any waiver of any                part of these terms, or any consent to a departure by a party from a provision of these terms is only effective if it is          in writing and signed by all parties.
 
17.5 This Agreement supersedes all prior agreements, arrangements and undertakings between the parties and                      constitutes the entire agreement between the parties. The Customer acknowledges no other representations have            been made by any employee or agent of Encore Runway to the Customer.
 
17.6 A notice, request, consent or other communication (“communication”) to be given by a party under this Agreement          must be in writing addressed in accordance with the particulars for that party shown in the heading of this                    document or to another address for a party as may be notified in writing by that party.
7
17.7 None of the terms of this Agreement, or anything done under or by virtue of this Agreement or any other                        agreement, instrument or document, or judgment or order of any court of judicial proceeding, will operate as a              merger of any of the rights and remedies of the parties under this Agreement, and those rights and remedies will at          all times continue in force.
 
17.8 This Agreement shall inure to the benefit of, and be binding upon, the parties, their respective executors,                        administrators, legal representatives, heir, successors and permitted assigns.
 
17.9 Unless otherwise expressly stated to the contrary, any time period specified in these terms will be of the essence.
 
17.10 This Agreement is governed by the laws of the State of Queensland.
​
Interpretation 
​
18.1 In the interpretation of this Agreement, unless the context or subject matter otherwise require: 
 
    (a) singular includes plural and vice versa and any gender includes every gender;
 
    (b) a reference to a person includes corporations, trusts, associations, partnerships, a government authority, and other          legal entities, and where necessary, includes successor bodies;
 
    (c) references to days mean calendar days;
 
    (d) headings and the table of contents are used for convenience only and are to be disregarded in the interpretation            of this Agreement;
 
    (e) each paragraph or sub paragraph in a list is to be read independently from the others in the list;
 
    (f) a reference to an agreement or document is to that agreement or document as amended, novated, supplemented            or replaced from time to time; and
 
    (g) a reference to a party includes that party’s executors, administrators and successors.​