Geo for Sales Terms & Conditions
App has the meaning given in the Contract Particulars;
Acceptable Use Policy means the acceptable use policy that applied to use of the Software, as specified in the Contract and updated by the Supplier and notified to the Customer from time to time.
Business Day means a day that is not a Saturday, Sunday or public holiday in New South Wales, Australia.
Commencement Date means the date set out in the Contract Particulars;
Confidential Information means any information of a Party which by its very nature is confidential (whether recorded or not and if recorded whether by writing or any other means).
Contract has the meaning given in clause 3.1.
Contract Particulars means the Cover Page (if any) and the contract particulars document setting out the commercial terms for the Services.
Cover Page means the cover page to the Contract.
Customer Material has the meaning given in clause 7.1
Fees means the Subscription Fees and/or Supporting Services Fees (as applicable).
Force Majeure Event means any event due to circumstances beyond the reasonable control of the Supplier, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems, service disruptions involving hardware, software or power systems not within the possession or reasonable control of Geo for Sales, and denial of service attacks.
General Terms means these general terms and conditions as updated from time to time in accordance with clause 3.3.
GST means a tax payable under the GST Act.
GST Act means A Tax System (Goods and Services Tax) Act 1999.
Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trademarks, designs, patents, circuit layouts, business and domain names, inventions, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields.
Interest means interest to be paid at the rate prescribed from time to time under section 2 of the Penalty Interest Rates Act 1983 calculated at the date of payment.
Integration Services means those specified in the Contract Particulars.
Law means any applicable legal or regulatory requirement.
Minimum Commitment has the meaning given in the Contract Particulars.
Modify means to modify, enhance, add to, alter and amend the Software Platform and Modification has a corresponding meaning. For the avoidance of doubt, a Modification does not include Updates.
Party means the Supplier or Customer as the context requires.
Personal Information has the meaning given to it in the Privacy Act.
Personnel means in relation to a Party, the officers, employees and sub-contractors (including labour-hire companies that enter into contractual agreements with a Party) only of that Party.
Privacy Law means any law or regulation which relates to the privacy or confidentiality of information about individuals and with which the Customer or the Supplier must comply, including the Privacy Act incorporating the Australian Privacy Principles.
Privacy Act means the Privacy Act 1988.
Schedule means a schedule to this Contract.
Scheduled Downtime means such necessary planned maintenance periods or outages (such as Updates or other infrastructure upgrades) during which the Software Platform are not able to be used by the Customer, as notified in advance by the Supplier (with such periods, where practicable, to be scheduled at low traffic times, and be less than 12 hours in aggregate per year).
Services means the Software Services and or the Supporting Services (as applicable).
Service Availability means the actual time that the Software Platform is available to the Customer, excluding Scheduled Downtime and failures or outages caused by the Customer’s act or omission, by Force Majeure Events or by infrastructure or data not under the control of the Supplier.
Software has the meaning given in the Contract Particulars.
Software Services means access to the Software Platform (ie. the App and the Web Console) as more particularly described in the Contract Particulars.
Subscriptions means each separate subscription for the Software for use by a User in accordance with the terms in the Contract.
Subscription Fees means the amounts specified in the Contract Particulars.
Subscription Services has the meaning given in the Contract Particulars.
Supporting Services has the meaning given in the Contract Particulars.
Supporting Services Fees has the meaning given in the Contract Particulars.
Tax Invoice has the meaning given to it in the GST Act.
Term means the period set out in the Contract.
Training Services means those specified in the Contract Particulars.
User has the meaning given in the Contract Particulars.
Web Console has the meaning given in the Contract Particulars.
2.1 In this Contract, unless the contrary intention appears:
- headings are for ease of reference only and do not affect the meaning of this Agreement;
- the singular includes the plural and vice versa;
- other grammatical forms of defined words or expressions have corresponding meanings;
- a reference to a clause or a paragraph is a reference to a clause or paragraph in this Agreement;
- a reference to a document, deed or agreement, including this Agreement includes a reference to that document, deed or agreement as novated, altered or relaced from time to time;
- a reference to a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal entity, and any executor, administrator or successor in law of the person;
- monetary references are to Australian currency, unless otherwise stated in the Contract Particulars;
- a term or expression starting with a capital which is defined in these definitions has the meaning given to it in these definitions; and
- words defined in the GST Act have the same meaning in this Agreement, unless the context makes it clear that a different meaning is intended.
- 3.1 These General Terms, together with the cover page, the Contract Particulars, the Acceptable Use Policy and any other attached schedules, form the Contract. In the event of a discrepancy between the Contract Particulars and these General Terms, the General Terms shall prevail.
- 3.2 These General Terms apply in each case to the acquisition of the Services by the Customer from the Supplier (Geo for Sales), in the event that:
- Customer agrees to a Minimum Commitment in the Contract Particulars; or
- Customer agrees to month-to-month billing in the Contract Particulars.
- 3.3 The Parties agree that this Contract cannot be altered, amended or modified, except by a writing signed by an authorised representative of each Party. Notwithstanding the foregoing, the Supplier may change these General Terms (including the Acceptable Use Policy) from time to time by posting such amended General Terms (and/or the Acceptable Use Policy) to the Web Console or by email, but will provide 30 days advance notice to Customer before materially reducing the benefits offered to Customer under this Contract.
- 4.1 In consideration of the payment by Customer of the Fees, and subject to the terms and conditions of this Contract:
- The Supplier shall provide the Services to Customer; and
- as part of the Services, the Supplier shall grant Customer a non-exclusive, worldwide licence during the Term for the Customer and its Users to use the App and the Web Console as intended by this Contract.
- 4.2 The Software Platform must only be used by Customer and its Users in accordance with this Contract (including, without limitation, the Acceptable Use Policy).
- 4.3 Except as expressly permitted in this Contract, Customer shall not copy, alter, modify or reproduce the whole or any part of the Software Platform.
- 4.4 To avoid doubt, nothing in this Contract constitutes an obligation upon the Supplier to provide any hardware (or Software other than the Software Platform) to Customer, and the Supplier is not the manufacturer, supplier or distributor of any hardware.
- 4.5 Unless otherwise specified in the Contract Particulars, the Software is licensed, not sold. Following the termination of the Contract, or in the event the Customer’s payments are in arrears, the Customer has no legal right to use the Software and the Supplier has the right to suspend access to the Software.
- 4.6 The Customer is explicitly not granted any ownership or ongoing rights in relation to the Software source code, compiled binary objects, or documentation. After the Contract terminates, the Customer must no longer use and must remove the Apps from all devices on which they have been installed.
5. Fees, Charges and Taxes
- 5.1 In consideration for the provision of the Services, Customer shall pay the Fees as identified in the Contract Particulars.
- 5.2 Where Customer has agreed in the Contract Particulars:
- to a Minimum Commitment, Customer shall pay the Supplier; and/or
- to be charged on a month-to-month basis, the Customer shall pay the Supplier the Subscription Fees described in the Contract Particulars on a monthly in advance basis.
- 5.3 Where the Customer is taking a Minimum Commitment, the Supplier shall provide to Customer a properly rendered Tax Invoice setting out the Subscription Fees properly due to the Supplier on a monthly basis, and Customer must pay each Tax Invoice within 14 days from the date of the Invoice.
- 5.4 Unless otherwise specified in the Contract Particulars, Supporting Services Fees and other Fees not subject to clause 5.2 will be payable within 14 days from the date of the invoice for such Fees.
- 5.5 The Fees are exclusive of taxes, duties and charges imposed in connection with the Services unless indicated otherwise, and for which the Customer shall be liable.
- 5.6 In addition to paying the Fees and any other amount payable under or in connection with this Contract, Customer will:
- pay to the Supplier an amount equal to any GST payable for any supply by the Supplier in respect of which the Fees or other amount are payable under this Contract;
- make such payment on the same date that the Fees or other amounts to which it relates are due; and
- pay any costs incurred by the Supplier for interstate or international travel and accommodation as disbursements in addition to the Fees, provided that such expenses have received Customer’s prior written approval.
- 5.7 If Customer fails to pay any Tax Invoice by the due date for payment (except if the Tax Invoice is in dispute under clause 21), then without prejudice to any of the Supplier’s other legal rights, Customer must also pay the Supplier Interest on the outstanding amount, pro rata based on the number of overdue days. The Supplier also has the right to cancel the service if the payment has not been received by the due date.
- 5.8 If:
- there is a change in the timing or complexity of a requirement of Customer (and such change is agreed to by the Supplier); or
- other work is required by Customer; and such circumstances are not the result of a breach of this Contract or negligence by the Supplier, then the Customer shall pay additional charges on the basis of its advised Fees for the relevant services supplied.
- 5.9 The Customer must not withhold payment under this Contract to make any deduction from it for any reason including because the Customer claims to have a set off, counterclaim, or other right against the Supplier or any other person.
- 5.10 Subscription Fees are subject to annual increases, which will be effective beginning upon the first day of each renewal Term. The Supplier will notify the Customer of any increase prior to it becoming effective; notice may be in a form of an invoice. If the Customer objects to the increase within 30 days, then the Customer may terminate its Contract; any such termination will be effective on expiration of the then current Term. Customer acknowledges that expiration of any discount or incentive programs to which Customer was previously entitled do not constitute fee increases.
6. Supplier’s Obligations
- 6.1 The Supplier agrees that all services, materials and data requests under this Contract, and any other products or services provided under the contract:
- Are prepared, diligently, competently, with care and skill and in a proper and professional manner and in accordance with the terms of the Contract and this Contract;
- Comply with all applicable laws;
- Comply with the specifications and user manuals issued by the Supplier from time to time;>
- Are free from material defects; and
- Will at all times be compatible with the designated operating environment specified by the Supplier.
7. Customer’s Obligations
- 7.1 Customer shall provide to the Supplier in a timely fashion:
- all data, information, logos, designs, graphics, audio/video and any other materials (together, Customer Material) it wishes to be incorporated into the Software Platform for its own use, and grant the Supplier a non-exclusive, non-transferable licence to use the Customer Material to the extent required for the Supplier to perform its obligations under this Contract; and
- such other information, facilities, services and access to personnel as the Supplier reasonably requires to perform its obligations under this Contract.
- 7.2 Customer undertakes to ensure that all Customer Material provided to the Supplier for the inclusion in the Software Platform:
- will not infringe the Intellectual Property Rights, privacy rights or other rights of any person; and
- is not obscene, offensive, defamatory or otherwise illegal or fraudulent.
- 7.3 Customer is responsible for obtaining all necessary permissions, authorisations, licences and consents in relation to the use and incorporation of Customer Material comprising materials of third parties into the Software Platform and in relation to the use by Users of the Software Platform.
- 7.4 Customer shall not Modify (whether by itself or through a third party) the Software Platform or merge all or any part of the Software Platform with any other software without the express written permission of the Supplier.
- 7.5 The Supplier shall not be responsible for any actual or alleged deficiency in the Software Platform which is attributable to a failure by Customer to comply with its obligations under this Contract.
8. Integration and Training Services
- 8.1 The Supplier shall provide the Integration Services and Training Services (if any) set out and agreed in the Contract Particulars.
9. Service Levels and Maintenance and Support
- 9.1 The Supplier shall:
- use all reasonable endeavours to ensure the Software Platform meets the Service Levels described in the Contract Particulars; and
- update the Software Platform in accordance with its general update plan and as it otherwise determines in its discretion, with bug fixes and new releases of the Software Platform created by the Supplier during the Term (not being a Modification made at the request of and for Customer).
- 9.2 Subject to clause 8.1, the Supplier offers the Customer (as agent) to provide maintenance and support helpdesk or other support services in respect of the Software Platform. If a maintenance and support helpdesk service is required by Customer, this may be obtained from the Supplier on the basis set out in the Contract Particulars.
- 9.3 The Software Platform as Modified or altered remain the property of the Supplier in all respects, whether or not modified in accordance with this Contract.
- 9.4 The Supplier gives no warranty that the Software Platform will be available continuously or be free of any fault or error.
10. Copying and Security
- 10.1 Customer shall use reasonable endeavours to make sure that the App (including any copies) is protected at all times from misuse, damage, destruction or any form of unauthorised use.
- 10.2 Customer shall not reverse assemble or reverse compile the whole or any part of the App or the Software Platform generally in whole or in part, or directly or indirectly allow or cause any person to do the same.
- 10.3 If requested by the Supplier, Customer shall issue a notice in a form approved by the Supplier to all employees and other authorised users of the Services under its direction or control, advising such persons of Customer’s obligations under this clause and also advising of the possible civil and criminal consequences of a breach of this clause.
11. Intellectual Property Rights and Non-Competition
- 11.1 Subject to clause 11.2, the Supplier warrants that it owns or is the authorised licensee of all pre-existing Intellectual Property Rights in the Software Platform and has the necessary authority, consents and licences to grant the rights to Customer under this Contract.
- 11.2 Customer warrants that it owns or is the authorised licensee of all of the Intellectual Property Rights in the Customer Material.
- 11.3 Nothing in this Contract is intended to grant any Intellectual Property Rights in or relating to:
- any element of the Software Platform to Customer, and all Intellectual Property Rights in the Software Platform remain with the Supplier and/or its relevant licensor at all times; and
- the Customer Material to the Supplier, and all Intellectual Property Rights in the Customer Material remains with the Customer and/or its relevant licensor at all times.
- 11.4 If proceedings are brought or threatened by a third party against the customer alleging the use of its Software Platform constitute an infringement of the Intellectual Property Rights of that third party, the Supplier may at its option and expense conduct the defence of such proceedings. The Customer must provide all necessary co-operation, information and assistance to the Supplier in the conduct of the defence of such proceedings.
- 11.5 Without limiting any other provision of this Contract, Customer agrees that it must not, and will procure that its Personnel will not, whether during or after the Term directly or indirectly, whether solely or jointly with any other person and whether as principal, agent, officer, employee, consultant or otherwise create, develop, procure, or be knowingly involved with the creation, development or procurement of any software application that performs the same or substantially the same function as or is likely to compete with the Software Platform.
12. Implied Terms
- 12.1 Subject to clause 12.2, any condition or warranty which would otherwise be implied by law and incorporated into this Contract is expressly excluded.
- 12.2 Where legislation implies in this Contract any condition or warranty, and that legislation avoids or prohibits provisions in a contract excluding or modifying the application of or exercise of or liability under such condition or warranty, the condition or warranty shall be deemed to be included in this Contract. However, to the extent permitted by law, the liability of a Party for any breach of such condition or warranty shall be limited, at the option of the other party, to one or more of the following:
- if the breach relates to goods:
- the replacement of the goods or the supply of equivalent goods;
- the repair of such goods;
- the payment of the cost of replacing the goods or of acquiring equivalent goods; or
- the payment of the cost of having the goods repaired; and
- if the breach relates to services:
- the supplying of the services again; or
- the payment of the cost of having the services supplied again.
- if the breach relates to goods:
- 13.1 If specified in the Contract Particulars, the Supplier will maintain insurances at the levels stated therein.
- 14.1 Each Party agrees to keep confidential, and not to use or disclose, any of the other party’s Confidential Information except as otherwise permitted by this Contract.
- 14.2 The Supplier is permitted to disclose Confidential Information to a third party if the Supplier complies with each of the following conditions:
- the disclosure is only made to the extent necessary for the Supplier to perform this Contract;
- the Supplier obtains Customer’s prior written consent, which consent shall not unreasonably be withheld; and
- before the disclosure, the Supplier ensures that the third party agrees to comply with the confidentiality obligations under this Contract and the Supplier must then ensure that the third party complies with those obligations.
- 14.3 For the purpose of the Supplier marketing and promoting the Services, the Supplier may disclose the fact that it has licensed the Software Platform to Customer.
- 14.4 The obligations of confidentiality under this clause do not apply to Confidential Information that is:
- publicly available or known other than via a breach of the parties’ obligations under this Contract; or
- required to be disclosed by Law or the rules of any stock exchange on which the securities of the Party intending to make the disclosure (Discloser) are listed, if the Discloser:
- notifies the Party to which the Confidential Information belongs to (Owner) as soon as practicable after it becomes aware that it may be required to disclose the Confidential Information; and
- agrees with the Owner in good faith the form, content, timing and manner of disclosure to ensure that it is kept to the minimum level of Confidential Information required to satisfy the Law or rules.
- 14.5 The Supplier must, and must make sure that its Personnel, comply with all Privacy Laws in respect of all Personal Information collected, held, used, disclosed and otherwise handled by them under or in connection with this Contract.
15. Liability and indemnities
- 15.1 Subject to the remaining provisions of this clause, Customer shall indemnify and hold harmless the Supplier and its Personnel (those indemnified) from and against any loss (including reasonable legal costs and expenses) or liability reasonably incurred or suffered by any of those indemnified arising from any proceedings against those indemnified to the extent that such loss or liability was caused by:
- a breach by Customer of its obligations or warranties under this Contract; or
- any wilful, unlawful or negligent act or omission of Customer.
- 15.2 Subject to the remaining provisions of this clause, the Supplier shall indemnify and hold harmless Customer and its Personnel (those indemnified) from and against any loss (including reasonable legal costs and expenses) or liability reasonably incurred or suffered by any of those indemnified arising from any proceedings against those indemnified to the extent that such loss or liability was caused by:
- a breach by the Supplier of its obligations or warranties under this Contract;
- any wilful, unlawful or negligent act or omission of the Supplier; and
- proceedings which determine that Customer’s use or possession of the Software Platform and constitutes an infringement in Australia of any Intellectual Property Rights of a third party.
- 15.3 A Party (first Party) shall not be required to indemnify another party (second Party) unless the second party:
- notifies the first Party in writing as soon as practicable of any infringement, suspected infringement or alleged infringement;
- gives the first Party the option to conduct the defence of such a claim at the first Party’s sole cost and expense, including negotiations for settlement or compromise prior to the institution of legal proceedings; and
- provides the first Party with reasonable assistance at the first Party’s sole cost and expense in conducting the defence of such a claim.
- 15.4 The Supplier shall not indemnify Customer to the extent that an infringement, suspected infringement or alleged infringement arises from:
- use of the Software Platform in combination by any means and in any form with other goods/equipment not specifically approved by the Supplier;
- use of the Software Platform in a manner or for a purpose not reasonably contemplated or not authorised by the Supplier; or
- Modification of the Software Platform by third parties under the control of the Customer or without the prior written consent of the Supplier; and
- In the case of indemnity by the Supplier, Customer refuses to permit the Supplier to modify or substitute the infringing part of the Software Platform at its own expense in order to avoid continuing infringement.
- 15.5 The parties agree that the maximum liability for a breach under this Contract (excluding a breach of confidentiality, privacy, the Supplier’s Intellectual Property Rights or a claim by a third party for intellectual property infringement):
- for the Supplier will be capped at and will not exceed the total amounts paid and payable by Customer to the Supplier pursuant to this Contract; and
- for the Customer will be capped at and will not exceed the total amounts payable by Customer to the Supplier pursuant to this Contract for the minimum number of licences multiplied by the Fees multiplied by the remaining number of whole months from the date of the breach until the expiration of the Term.
- 15.6 Neither Party will be liable to the other Party under this Contract for any consequential loss, including indirect or consequential loss or damage, loss of opportunity or goodwill, loss of revenues, loss of profits, loss of anticipated savings or business, loss or corruption of data and any costs or expenses incurred in connection with the foregoing.
16. Term and Termination
- 16.1 This Contract commences on the Commencement Date and continues for the Term.
- 16.2 Unless otherwise terminated in accordance with this clause the Term automatically renews at the end of the first Term for a further period equal to 12 months and will continue to do so for successive periods (successive Terms), provided that neither party is in breach of this Contract.
- 16.3 Either Party may terminate this Contract immediately by notice in writing if the other Party:
- is in breach of any term of this Contract and:
- the breach is not capable of being remedied; or
- the breach is not remedied within 14 Business Days of notification of the breach by the first-mentioned Party;
- becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency, administration or otherwise dissolved;
- ceases or threatens to cease conducting its business in the normal manner; or
- is fraudulent in connection with this Contract.
- is in breach of any term of this Contract and:
- 16.4 If notice is given to Customer pursuant to clause 16.3:
- the Supplier may, in addition to terminating the Contract:
- disallow access to or use of the Services;
- retain any money paid to it for work performed in accordance with this Contract; and
- all of the Fees for Services for the remainder of the Term become immediately due and payable.
- the Supplier may, in addition to terminating the Contract:
- 16.5 If notice is given to the Supplier pursuant to clause 16.3, the Supplier is liable for and indemnifies Customer against any loss or damage suffered by Customer as a result of termination.
- 16.6 On termination of this Contract, each Party must promptly return any of the other Party’s Confidential Information in its, or its Personnel’s, possession or control.
- 16.7 Termination of this Contract does not affect the rights or remedies of either Party accrued on or before the date of termination.
- 16.8 Clauses 10, 13, 14, 16.4, 16.5, 18, 19, 20, 22 and 23, and any other clauses which should by their nature survive termination of this Contract, so survive termination.
17. Force Majeure
- 17.1 Neither Party shall be liable for any delay or failure to perform its obligations pursuant to this Contract if such delay is due to Force Majeure.
- 17.2 If a delay or failure of a Party to perform its obligations is caused or anticipated due to Force Majeure, the performance of that Party’s obligations will be suspended until the Force Majeure has ended.
- 17.3 If a delay or failure by a Party to perform its obligations due to Force Majeure exceeds 60 days, either Party may terminate the Contract on providing 7 days’ notice in writing to the other Party.
- 17.4 If this Contract is terminated pursuant to clause 17.3, the Supplier must refund all amounts previously paid by Customer pursuant to this Contract for goods or services not provided by the Supplier to Customer.
18. Entire Contract
- 18.1 This Contract constitutes the entire agreement between the Parties and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing.
19. Assignment and Novation
- 19.1 This Contract will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party shall assign this Contract (or any part thereof) without the advance written consent of the other party, except that the Supplier may assign and/or novate this Contract in connection with a merger, reorganisation, acquisition or other transfer of all or substantially all of such party’s assets or voting securities. Any attempt to transfer or assign this Contract except as expressly authorised under this clause is void.
- 20.1 No right under this Contract shall be deemed to be waived except by notice in writing signed by each Party.
- 20.2 Waiver made by a party pursuant by clause 20.1 will not prejudice its rights in respect of any subsequent breach of the Contract by the other party.
- 20.3 Subject to clause 20.1, any failure by a party to enforce any clause of this Contract, or any forbearance, delay or indulgence granted by a party to the other, will not be construed as a waiver of that party’s rights under this Contract.
21. Dispute Resolution
- 21.1 Without limiting each Party’s right to seek urgent injunctive relief, before commencing any proceedings in any court, the procedure set out in this clause must be followed in relation to the resolution of a dispute concerning the interpretation of a term this Contract or of the Parties’ rights or obligations pursuant to this Contract (Dispute).
- 21.2 Upon any Dispute arising:
- a Party may give written notice to the other Party that a Dispute exists (Dispute Notice) with full particulars of the matters in Dispute;
- within 5 Business Days of receipt of a Dispute Notice, the recipient must hold discussions in good faith in an attempt to resolve the Dispute; and
- if the Dispute is not resolved within 20 Business Days of the commencement of the meeting referred to in the previous sub-clause, either Party may refer the matter to mediation in accordance with, and subject to the Institute of Arbitrator and Mediators Australia (IAMA) Mediation Rules.
22. Severability and Survival
- 22.1 If any provision of this Contract is held invalid, unenforceable or illegal for any reason, the Contract shall remain otherwise in full force apart from such provision which shall be deemed deleted.
- 22.2 Subject to any provision to the contrary, this Contract shall endure to the benefit of and be binding upon the Parties and their successors, trustees, permitted assigns or receivers, but shall not endure to the benefit of any other persons.
23. Governing Law
- 23.1 This Contract is governed in all respects by the laws of New South Wales, Australia. The parties irrevocably submit to the exclusive jurisdiction of the courts of New South Wales, Australia and to the Federal Court of Australia sitting in New South Wales.
- 24.1 Notices under this Contract may be delivered by hand, by mail or by email.
- 24.2 Notice will be deemed given:
- in the case of hand delivery, at the time of delivery;
- in the case of posting, three (3) days after despatch;
- in the case of email, upon receipt of email if received on a Business Day or otherwise at the commencement of the first Business Day following email receipt.
- 25.1 This Contract may be executed in counterparts by the respective Parties, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement, provided that this Contract shall be of no force and effect until the counterparts are exchange.