Terms and conditions for commercial use for Australian businesses and companies

Before ordering one of our kits, we ask that you read and agree to our terms and conditions as follows:

In this document, "you" or "the Licensee" refers to whoever is ordering the mystery party kits and who, thereby agrees to accept the following terms and conditions. Where used, "we" or "our" refers to "Acture Pty Ltd".

The requirements below override any instructions regarding copyright on the kits themselves.

"Acture Pty Ltd" A.C.N. 061 186 276 and A.B.N. 69 061 186 276 trading as "Merri Mysteries" ("Acture") is the absolute legal and beneficial owner, throughout the world, of the copyright subsisting in:

• all literary works embodied in the dinner party kits available to be ordered;
• the story lines and plots embodied in the kits;
• the characters developed in the storylines (unless they are publicly known figures);
• the programs in which the kits are embodied;
• Merri Mysteries web-site http://www.merrimysteries.com;
• compact discs and other means or mechanisms for storing data, in which the kits are embodied;

Acture has the exclusive right throughout the world to reproduce, distribute, retail, broadcast and publicly perform the copyright works.

The full selection of available kits are described on the web page http://www.merrimysteries.com/tmm/myst.htm.

Acture agrees to grant a licence to you to download and print out and use or perform our kits for non-commercial functions, upon the terms specified below and the standard terms and conditions. A non-commercial function is one in which the organisers do not financially gain or profit from the use of our mystery party kit or where any profits are given to a registered charity or registered non-profit organisation such as a library. An office party or team-building event for the use of members of the organisation, shall not be classed a commercial function.

If you wish to use our kits on a commercial basis (eg as a venue for mystery party events or as an event organiser or an actor or theater group), the terms of this entire document apply.

Terms

The terms used in this document, whether capitalized or not, mean the following unless otherwise specified:

• "copyright" – includes copyright subsisting in the works throughout the Territory by virtue of the Copyright Act 1968 of the Commonwealth of Australia and the international copyright conventions and all such rights of copyright as are now in force together with all rights of copyright as may be hereafter conferred by law throughout the world whether by way of new rights or extension of the period relating to copyright but not now comprised therein;
• "the kits" and "the party kits" – the kits the titles of which are specified on the web page http://www.merrimysteries.com/tmm/myst.htm;
• "the licence" – the licence granted by Acture to you including any written amendments or modifications to these standard terms and conditions which are executed by each of the parties or by their duly appointed agents;
• "the mystery events" – the mystery events promoted by you and which will be attended by members of the public, being your friends, relatives, clients, customers, guests and invitees;
• "the parties" – the parties to this Licence;
• "tax" – includes sales tax, value added tax, goods and services tax and any other tax levied by government in relation to the payments due under this licence or the supply of goods or services in connection therewith;
• "the titles" – the Merri Mysteries party kits described on the web page http://www.merrimysteries.com/tmm/myst.htm;
• "use" – public usage or performance of the works, but excludes distribution and re-sale of the kit by any means;
• "the works" – the copyright works described on the web page http://www.merrimysteries.com/tmm/myst.htm and, in particular, the works embodied in the titles;
• "confidential information" – all information imparted by you, your agents or associates, or which is gained through its dealings with Acture, which is confidential or which should reasonably assume is confidential including download instructions and passwords;
• "commercial use" or "commercial function" – where the organisers financially gain or profit from the use of our mystery party kit not including events where any profits are given to a registered charity or registered non-profit organisation such as a library. An office party or team-building event for the use of members of the organisation, shall not be classed a commercial use.

Acture grants you the non-exclusive right to use and perform the purchased kit. However, you can only make one printout of the clue pages and lamination of the clue pages is not permitted.

You may use the name "Merri Mysteries" and information relating to the kit for the purposes of notifying attendees of the mystery events.

To order the kit, please use our secure online order system via http://www.merrimysteries.com/order/order.cfm. All data is sent to us in an encrypted format and credit card details are transferred straight to the bank. We do not get to see your credit card details. We maintain your privacy and we do not give your details to anyone. See the Privacy and security report for further details.

Online payments are converted to Australian dollars at the time of the sale. Sometimes banks also apply fees. This may cause a slight discrepancy in the amount you are charged.

Acture promises that, to the best of its knowledge and belief:

• it is the legal and beneficial owner of the copyright subsisting in the works and it has the power to grant the licence to you;
• there is no legal restriction or impediment on the part of Acture with respect to the grant of the licence;
• the copyright does not infringe the rights of others.

Although we endeavor to make our kits as error free as possible, we make no guarantees to that effect. If you are not totally satisfied with our product/service, send us an email via info@merrimysteries.com and we will exchange the kit or refund your money. See our Refund policy for further details.

If you breach any condition of this Licence, Acture shall serve you written notice specifying particulars of the breach and requiring you to remedy the breach within a period of 7 days, failing which Acture may in its absolute discretion terminate this Licence by notice in writing to you, effective upon service of the notice. Acture shall not exercise its discretion to terminate this Licence unreasonably or capriciously and shall consult with you in relation to any action proposed to be taken by it to remedy a breach of a condition.

You shall not and shall not permit any of your officers, employees, agents, contractors or associates to use or to disclose the confidential information to any person other than:

• to your employees and contractors, and to its financial, legal and other consultants who need to know the information, and then only on a strictly confidential basis;
• subject to prior consultation with Acture as to the nature and form of the disclosure and the extent of the requirements to disclose the confidential information as required:
  (a) by law to comply with requests from Government;
  (b) for the purpose of obtaining all necessary licences or permits required by you to conduct your business.

Except as provided above, no confidential information is to be disclosed without the prior written approval of Acture to the specific nature, form and circumstances of the proposed disclosure, which approval shall not be unreasonably withheld.

You promise that you will not reproduce the works or authorise others to reproduce the works except as expressly permitted by this Licence; and you acknowledge that unauthorised reproduction is strictly prohibited and would be an infringement of Acture's rights under the Copyright Act 1968 (Australia) and the International Copyright Conventions.

You may not assign the benefit of this licence to any person without first obtaining the written consent of Acture. Any purported assignment or sub-licence without the consent of Acture is without legal effect.

The law of this Licence is the law of Queensland and the Commonwealth of Australia. The parties submit themselves to the jurisdiction of the courts of Queensland and the Commonwealth of Australia for all proceedings arising from this Licence.

Each party shall at its own cost from time to time do all things (including executing documents) necessary or desirable to give full effect to this Licence. The variation or waiver of a provision of this Licence, or a party's consent to a departure from a provision by another party, is ineffective unless in writing, executed by the parties.

• The singular includes the plural and the plural includes the singular.
• A reference to a gender includes a reference to each other gender.
• A reference to a person includes a reference to a firm, corporation or other corporate body.
• A reference to a statute, regulation or provision of a statute or regulation includes a reference to that statute, regulation or provision as amended or re-enacted from time to time.
• A reference to writing includes a reference to printing, typing and other methods of reproducing words in a visible form.
• Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have corresponding meanings.
• References to monetary sums are to the currency of Australia unless otherwise specified.
• Headings have been inserted for ease of reference and do not affect the construction of this Licence.
• This Licence binds the parties' respective successors and permitted assigns.
• If the Licensee comprises more than one person, this Licence binds each of them both jointly and severally.

This Licence:

• supersedes all prior negotiations and agreements between the parties
• contains the whole understanding of the parties relating to the subject matter of this Licence
• does not create or evidence a partnership, joint venture or establish the relationship of principal and agent or any other relationship of a similar nature between the parties.
  

Extra requirements for the commercial use licence

Acture agrees to grant a licence for you to conduct mystery events using our kits for commercial gain upon the following terms:

You shall purchase each kit and use only once. If you wish to use it for another event, you must purchase it again.

If you wish, we will list your details on our http://www.merrimysteries.com/tmm/venues.htm and link to your web site (if you have one) as long as the web site meets our approval.

You will be responsible for the payment of all necessary taxes from the income gained from running the mystery events using our kits. We will pay all necessary taxes required in our country relating to the purchase of our kits and the payment of any royalties.

If you wish to use our kits commercial, we require that you print these pages, complete your details, have it signed by yourself and a witness and fax this entire document to us via
(07) 4067-1077 and wait until we have sent you by return fax the contract with our signatures before you order any of our kits.

If a petition is served for the winding up of the Licensee or if the Licensee is placed under official management, or commences to carry on its business under receivership, or makes any arrangement for the benefit of its creditors, or an arrangement pursuant to any bankruptcy law, or discontinues its business, or becomes insolvent, Acture may terminate this Licence by notice in writing to the Licensee.

The contact details for Acture Pty Ltd are Acture Pty Ltd, 4 Juno Close, Mooroobool, QLD 4870 Australia. Phone (07) 4067-1077. Email via info@merrimysteries.com.

Details of Licensee

Company or business name:

Postal address:

Email address:

Web address:

ABN number:

Phone number:

Fax number:

Contact name:

Signatures:

…….………………………………..
(full name of director of Acture Pty Ltd)

..................................................
(signature)

for and on behalf of Acture Pty Ltd in the presence of:

…….………………………………..
(full name of witness)

..................................................
Witness (signature of witness)

…….………………………………..
(full name of person representing the Licensee)

..................................................
(signature)

By or for and on behalf of the Licensee in the presence of:

…….………………………………..
(full name of witness)

..................................................
Witness (signature of witness)

Agree to Terms of Licence

If you agree to the terms and conditions of this licence and wish to continue to order a mystery party kit as a commercial user, please click the Agree button below. If you do not agree, please cancel your order by clicking the Cancel button.

Email: info@merrimysteries.com for all enquiries.