NON-EXCLUSIVE LICENCE

LICENCE 

NON-EXCLUSIVE LICENCE 

GENERAL PURPOSE BERTH TERMINAL 

Flower and Hart 

DATED: ………….. …………… 20… 

1. REFERENCE DATA 

Each reference in this Licence to any of the titles or items contained in this Clause 1 is to be construed to 

incorporate the data stated, and terms provided, under that title or item. 

ITEM 1 : PARTIES: 

(a) PBPL: PORT OF BRISBANE PTY LTD ACN 143 384 749 (“PBPL”) 

Address for Notices: 

“Port Office” 

3 Port Central Avenue 

Port of Brisbane, Brisbane Qld 4178 

ITEM 2 : TERM: 

(b) Licensee: …………………………………. (“the Licensee”) 

Address for Notices: 

…………………………….. 

……………………………. 

(a) Date of Commencement: The earlier of:- 

(b) 

Expiry Date: 

ITEM 3 : LICENCE AREA: 

Address: 

Area: 

(a) 

(b) 

…… am/pm………………………..20…..; and 

the date the Licensee commences placing the 

Licensee’s Property and/or Licensee’s Equipment on the 

Licence Area with the Consent of PBPL, 

provided always the Licensee will not be entitled to access the 

Licence Area until this Licence is signed (or such earlier or 

later times Approved in writing by PBPL). 

…….. am/pm …………………………………, subject to clause 

3.5 (or such earlier or later times Approved in writing by PBPL). 

That part of the General Purpose Berth Terminal (near to the 

Multi-User General Purpose Berth) as shown hatched on the 

sketch plan attached in Schedule 1 

……………………… Street, 

Port of Brisbane, Brisbane Qld 4178 

………….. m² approximately 

ITEM 4 : LICENCE FEE: 

(a) Licence Fee: The amount determined in accordance with clause 4. 

(b) Licence Fee due date for 

payment: 

Within 30 days of the Date of Commencement and in 

accordance with clause 4. 

(c) Interest on arrears: At the Stipulated Rate as defined in Clause 2.1. 

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ITEM 5 : PERMITTED USE: 

Storage of …………………………….. 

ITEM 6 : LICENSEE’S INSURANCE 

OBLIGATIONS: 

As set out in Clause 9.2 

ITEM 7 : BOND: ………………thousand dollars ($.................). 

2. DEFINITIONS AND INTERPRETATION 

2.1 Definitions 

Unless otherwise provided or unless there is something inconsistent with the subject matter, the 

expressions following (whether appearing with or without capital letters) have the meanings assigned to 

them in this Clause. 

(a) 

(b) 

(c) 

(d) 

“Approval” means any permit, approval, licence or consent required by Law. 

“Business Day” means a day other than a Saturday, Sunday or public holiday on which banks are 

open for business in Brisbane. 

“Claim” means a claim, action, proceeding, damage, Cost, loss, expense or liability however 

arising and whether present, unascertained, immediate, future or contingent. 

“Concurrent Lease” means if one or more leases or concurrent leases are granted on, before or 

after the Date of Commencement by the Concurrent Lessor to PBPL which includes the Licence 

Area, that concurrent lease granted by the Concurrent Lessor to PBPL. 

(e) 

(f) 

(g) 

(h) 

(i) 

(j) 

“Concurrent Lease” means if one or more leases or concurrent leases are granted on, before or 

after the commencement of the Term by the Concurrent Lessor to the Concurrent Sublessor which 

includes the Licence Area, that lease or concurrent lease granted by the Concurrent Lessor to the 

Concurrent Sublessor. 

“Concurrent Lessor” means, Brisbane Port Holdings Pty Ltd ACN 124 048 522 and its 

successors and assigns. 

“Concurrent Sublease” means if one or more subleases or concurrent subleases are granted on, 

before or after the commencement of the Term by the Concurrent Sublessor to PBPL which 

includes the Licence Area, that sublease or concurrent sublease granted by the Concurrent 

Sublessor to PBPL. 

“Concurrent Sublessor” means QPH Property Co Pty Limited ACN 147 319 999 as trustee for 

The QPH Property Trust and its successors and assigns. 

“Cost” means any cost, charge, expense, outgoing, payment, penalty, fine, premium or other 

imposition or expenditure (whether direct, indirect or consequential and whether accrued or paid) 

including, where appropriate, all legal fees on a solicitor and own client basis, and fees of other 

experts and consultants. 

“Damage” means any:- 

(i) 

(ii) 

(iii) 

damage or harm to the Licence Area or the hardstand on the Licence Area, or any other 

equipment, facilities, property or services of PBPL on the Licence Area or any land, property 

or waterway adjoining the Licence Area; 

spillage, discharge of omission of any substance on or from the Licence Area; and 

Environmental Harm, 

sustained during or as a result, directly or indirectly, of the use of the Licence Area by the Licensee 

or the Licensee’s Employees and Agent. 

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{301081 \ 01177223}


(k) 

(l) 

(m) 

(n) 


“the Date of Commencement” means the date referred to in Item 2(a) of the Reference Data. 

“Environmental Harm” has the same meaning set out in Section 14 of the Environmental 

Protection Act 1994 (Q). 

“the Expiry Date” means the date referred to in Item 2(b) of the Reference Data. 

“Good Environmental Practice” means the adoption and implementation by the Licensee, in the 

course of the conduct of the Permitted Use and/or its occupation and use of the Licence Area, of all 

those measures for:- 

(i) 

(ii) 

the protection and/or enhancement of the environment; and/or 

the conservation and/or sustainability of natural resources 

which measures:- 

(iii) 

(iv) 

would ordinarily and reasonably be expected to be adopted and implemented by an 

environmentally responsible operator, engaged in the same type of undertaking, under the 

same or similar circumstances and conditions; or 

are from time to time reasonably required by PBPL and notified in writing to the Licensee:- 

(A) 

pursuant to any environmental, conservation or sustainability, enhancement, 

management or the like plans, policies, procedures or guidelines, from time to time 

adopted by PBPL and published to the tenants and other occupiers of the Port, 

consistently and fairly applied; or 

(B) 

having regard, among other things, to all or any of the following:- 

(v) 

(vi) 

(vii) 

• the environmentally responsible conduct of the Permitted Use; 

• the environmentally responsible occupation and use of the Licence Area, and all 

means of access thereto; and 

• the environmentally responsible operation and/or management of the Port 

(together, “Environmental Management Measures”) which Environmental Management 

Measures, the Parties agree may include, without limitation, measures for:- 

efficient waste and recycling management; 

maintenance of air quality; 

water conservation, use and management; 

(viii) minimisation of emissions; 

(ix) 

(x) 

(xi) 

(xii) 

adoption of energy efficient practices; 

use of energy efficient plant, machinery and equipment; 

minimisation of energy use; 

minimisation of all matters which may be hazardous or harmful to the environment, or to the 

health, safety or security of any person; 

(xiii) management of eco-systems 

and the like. 

(o) 

(p) 

“Good Industry Practice” means the exercise of that degree of skill, diligence, prudence and 

foresight which would reasonably and ordinarily be expected to be exercised by a skilled and 

experienced operator, engaged in the same type of undertaking, under the same or similar 

circumstances and conditions. 

“Government Agency” means:- 

(i) 

(ii) 

any government, or any governmental, semi-governmental, administrative, fiscal or judicial 

body, department, commission, authority, tribunal, agency or entity; 

any professional body, or self-regulatory organisation, that performs statutory functions; and 

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(q) 

(r) 

(s) 

(t) 

(u) 

(v) 

(w) 

(x) 

(y) 

(iii) 

the Insurance Council of Australia. 

“GST” means any applicable goods and services tax, value added tax and any tax of a similar 

nature that may be substituted for the same, or levied in addition thereto, now or at any time 

hereafter imposed including, but not limited to, the goods and services tax imposed by the GST 

Act. 

“GST Act” means A New Tax System (Goods and Services) Act 1999 (Cth), as amended from 

time to time, and includes any regulations thereunder and any other law of the Commonwealth of 

Australia or the State of Queensland, that imposes, deals with, or in any way relates to, or is 

incidental to, a GST. 

“GST Rate” means the GST rate from time to time prescribed by the GST Act (being at the date 

hereof ten per centum (10%)). 

“Input Tax Credit” means a credit allowed under the GST Act to the recipient of a Taxable Supply, 

for the GST paid or payable by that recipient in respect of that Taxable Supply. 

“Insured Risks” means:- 

(i) 

(ii) 

(iii) 

(iv) 

(v) 

(vi) 

(vii) 

fire; 

lightning; 

explosion; 

aircraft (including articles dropped from aircraft); 

riot; 

civil commotion; 

malicious persons; 

(viii) earthquake; 

(ix) 

(x) 

(xi) 

(xii) 

storm; 

tempest; 

flood; 

bursting and overflowing of water Pipes, drains, gutters, tanks and other apparatus; 

(xiii) impact by vehicles; and 

(xiv) such other risks as PBPL from time to time reasonably requires to insure against 

subject always to the availability of insurance cover against such risks and to the extent that, and 

subject to the conditions on which, insurance cover against any such risks is generally available in 

Queensland. 

“Interest” means interest during the period from the date on which the payment is due to the date 

of payment, both before and after any judgment, at the Stipulated Rate. 

“Law” includes any requirement of any statute, rule, regulation, proclamation, ordinance, order, bylaw 

or Government Agency, present or future, and whether state, federal or otherwise. 

“Liabilities” includes all liabilities (whether actual, contingent or prospective), losses, damages, 

costs, fines, penalties, duties, expenses and fees of any description. 

“this Licence” means this licence together with any annexures and schedules to this Licence and 

any covenant or agreement expressed to be supplemental to this Licence and all amendments to 

those documents. 

(z) “Licence Fee” means that amount determined in accordance with clause 4. 

(aa) “the Licence Area” means the area shown hatched on the sketch plan contained in Schedule 1. 

(bb) 

(cc) 

“the Licensee” means the person named in Item 1(b) of the Reference Data and his or her 

successors. 

“Licensee’s Employees and Agents” means each of the employees, officers, agents, 

contractors, service suppliers, customers, sub-licensees and invitees and any other persons who 

at any time are under the control of the Licensee, or who are in or upon the Licence Area with the 

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(dd) 

(ee) 

(ff) 

(gg) 

(hh) 

(ii) 

(jj) 

(kk) 

(ll) 

consent (express or implied) of the Licensee or any other person claiming through or under the 

Licensee. 

“Licensee’s Equipment” means any chattel, equipment, vehicle, structure or other item which the 

Licensee and/or the Licensee’s Employees and Agents propose to or bring onto the Licence Area 

in connection with, or related to, the Permitted Use. 

“Licensee’s Property” means any fixtures, fittings, plant, vehicles, equipment, signs, 

merchandise, stock and any other property or assets of any description of, or in the possession of, 

the Licensee and/or the Licensee’s Employees and Agents contained in or about the Licence Area. 

“Month” means a calendar month. 

“Notice” means any notice, demand, consent in writing or other communication to be given or 

made under this Licence. 

“Obligation” includes any legal, equitable, contractual, statutory or other obligation, covenants, 

commitment, duty, undertaking or Liability. 

“Officer Authorised by PBPL” means the Chief Executive Officer or Acting Chief Executive 

Officer for the time being of PBPL. 

“Operations Manual” means the operations manual published by PBPL on www.portbris.com.au 

(described as the Common User Port Facilities General Purpose Wharf and Terminal Operations 

Manual) and as amended from time to time by PBPL in its absolute discretion. 

“PBPL” means Port of Brisbane Pty Ltd ACN 143 384 749 and its successors and assigns. 

“PBPL’s Lands” means the lands described as Lot 99 on SP 238079 in the County of Stanley 

Parish Noogoon contained in Title Reference 50819276 . 

(mm) “the Permitted Use” means the use referred to in Item 5 of the Reference Data. 

(nn) 

(oo) 

“Pipes” means all pipes sewers drains mains conduits ducts gutters water courses wires cables 

channels flues and all other conducting media and including any fixings louvres cowls and any 

ancillary apparatus. 

“Port” means the Port of Brisbane as defined by the Transport Infrastructure Act 1994 (Q). 

(pp) “the Reference Data” means the data set out in Clause 1. 

(qq) 

(rr) 

(ss) 

(tt) 

(uu) 

(vv) 

“Related Corporation” means a “related body corporate” as that expression is defined in the 

Corporations Act 2001 (Cth). 

“Right” includes any legal, equitable, contractual, statutory or other right, power, authority, benefit, 

privilege, remedy, discretion or cause of action. 

“Schedule of Port Charges” means the schedule of port charges as published by PBPL on 

www.portbris.com.au and as amended from time to time by PBPL in its absolute discretion. 

“the Stipulated Rate” means a percentage interest rate per annum equal to the Corporate 

Overdraft Reference Rate (Monthly charging cycle) of Commonwealth Bank of Australia (or its 

equivalent) plus a margin of three percent (3%). 

“Taxable Supply” means any supply of goods, services or other things hereunder which is a 

taxable supply within the meaning of the GST Act. 

“the Term” means the period commencing at the time on the Date of Commencement set out in 

Item 2(a) and expiring at the time on the Expiry Date as set out in Item 2(b). 

(ww) “writing” includes printing typing lithography and other modes of reproducing words in a visible 

form and “written” has a corresponding meaning. 

2.2 Interpretation 

(a) 

(b) 

Unless the context otherwise requires, words and expressions used herein which are not defined 

herein, but which are defined in the Transport Infrastructure Act 1994 (Q) shall bear the same 

meaning as so defined when used in this Licence. 

Every covenant agreement or Obligation expressed or implied in this Licence by which two (2) or 

more persons covenant, agree or are bound, binds those persons jointly and each of them 

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severally. Every provision expressed or implied in this Licence which applies to two (2) or more 

persons, applies to those persons jointly and each of them severally. 

(c) 

(d) 

(e) 

(f) 

(g) 

(h) 

(i) 

(j) 

(k) 

(l) 

(m) 

(n) 

(o) 

(p) 

(q) 

(r) 

References to any authorities, associations and bodies, whether Statutory or otherwise, will, if any 

of those authorities, associations or bodies ceases to exist or is reconstituted, renamed or 

replaced, or if its powers or functions are transferred to any other authority, associations or body, 

be deemed to refer to the authority association or body established or constituted in its place 

and/or as nearly as may be succeeding to its powers or functions. 

Any covenant by the Licensee not to do any act or thing is deemed to include an Obligation not to 

permit that act or thing to be done, and to use its best endeavours to prevent that act or thing being 

done by a third party. 

Any provision in this Licence requiring the Consent or Approval of PBPL, also requires the consent 

or approval of any mortgagee of the Licence Area and any superior landlord, where that consent is 

required. Nothing in this Licence implies that any Obligation is imposed upon any mortgagee or 

superior landlord, not unreasonably to refuse any consent or approval. 

References to the “Consent” of PBPL or words to similar effect, mean a consent in writing signed 

by or on behalf of PBPL, and references to “Approved” and “Authorised” or words to similar 

effect mean approved or authorised in writing by or on behalf of PBPL. PBPL may refuse consent, 

or grant consent unconditionally, or subject to conditions, in each case as PBPL having regard to 

the interests of PBPL, thinks reasonable. 

The terms “the Parties” or “Party” mean PBPL and/or the Licensee and their respective 

successors. 

Words denoting the singular number only include the plural number and vice versa. A reference to 

any gender includes every other gender. Words denoting individuals include corporations. 

A reference in this Licence to an Act of Parliament or any section of an Act shall be read as though 

the words “or any statutory modification or re-enactment of it or any statutory provision 

substituted for it” were added to the reference. Any general reference to “Statute” or 

“Statutes” includes any regulations or orders made under the Statute or Statutes. 

Every Obligation or covenant (whether positive or negative) undertaken by any Party will, 

notwithstanding the wording, be deemed to be, and will be construed as if each Obligation or 

covenant is, a separate and independent covenant made by the Party undertaking the Obligation 

and continuing (unless the context otherwise requires) throughout the Term and subsequently so 

long as it remains to be performed. 

References in this Licence to any Part, Clause, sub-clause, paragraph or Schedule, without further 

designation, will be construed as a reference to the Part, Clause, sub-clause, paragraph or 

Schedule of this Licence so numbered. 

A reference to “Liquidation” includes liquidation, provisional liquidation, official management, 

appointment of an administrator, compromise, arrangement, merger, amalgamation, reconstruction, 

winding-up, dissolution, de-registration, assignment for the benefit of creditors, 

scheme, composition or arrangement with creditors, insolvency, bankruptcy, or any similar 

procedure or, where applicable, changes in the constitution of any partnership of persons, or death. 

No provision of this Licence will be construed adversely to a Party, solely on the ground that the 

Party was responsible for the preparation of this Licence or that provision. 

The headings or marginal notes in this Licence are included for convenience only and do not affect 

the construction of this Licence. 

Use of the expressions “include” and “in particular” does not limit the generality of the preceding 

words, or exclude anything not expressly included or particularised, unless this Licence expressly 

provides otherwise 

Use of the expression “comply with” includes to observe and perform; 

Use of the expressions “now” means at the date of this Licence. 

Where the day on or by which anything to be done is not a Business Day, that thing must be done 

on or by the preceding Business Day. 

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3. GRANT OF LICENCE 

3.1 Rights granted 

PBPL grants the Licensee the right, in common with:- 

(a) 

(b) 

PBPL; and 

all others authorised by PBPL, 

to use the Licence Area, during the Term, for the purpose of the Permitted Use on the terms and 

conditions set out in this Licence. 

3.2 Inspection 

The Licensee and a representative of PBPL must carry out an inspection of the Licence Area: - 

(a) 

(b) 

as near to as practical to the commencement of the Term; and 

upon the expiry of the Term, 

to identify the condition of the Licence Area and the need for any repair or cleaning. 

The failure by PBPL’s representative to identify any damage upon an inspection: - 

(c) 

(d) 

3.3 No relationship 

does not impair any right, power or remedy of PBPL to require the damage to be rectified or the 

cleaning to be carried out at the Cost of the Licensee under this Licence; or 

is not to be construed as a waiver of, or any acquiescence in, any continuing breach or similar 

breach or default occurring subsequently. 

Nothing in this Licence creates any:- 

(a) 

(b) 

3.4 No Obstruction 

tenancy or relationship of landlord and tenant between PBPL and the Licensee; 

relationship between PBPL and the Licensee other than that of licensor and licensee. 

The Licensee and the Licensee’s Employees and Agents must not:- 

(a) 

(b) 

park vehicles, or otherwise obstruct in any manner, the roads, entrances, exits and driveways in 

and about PBPL’s Lands and the Port; and 

obstruct or permit to be obstructed by the Licensee’s Employees and Agents, any part of the Port 

or PBPL’s Lands (other than the Licence Area) by leaving or placing any article or thing or by any 

meeting of persons. 

3.5 Early termination 

This Licence together with the Licensee's rights under this Licence may be terminated at any earlier 

time:- 

(a) 

(b) 

at the will of PBPL by giving notice to the Licensee, in which case the provisions of clause 15 apply 

and the Licensee must comply with obligations under clause 15 within 24 hours of PBPL 

terminating this Licence; or 

by the giving of seven (7) days written notice by the Licensee to PBPL. 

4. LICENCE FEE AND UTILITIES 

4.1 Licence Fee 

(a) 

(b) 

The Licensee Fee will be the amount calculated in accordance with the “Common User Terminal 

Permit Fees” for the “General Purpose (GP) Berth Terminal Area” contained in the Schedule of 

Port Charges, in respect of the Term (together with any period after the Expiry Date if the 

Licensee’s Equipment and/or the Licensee’s Property remains on the Licence Area after the time of 

the Expiry Date). 

For the avoidance of doubt, the Parties acknowledge and agree that the Licence Fee will be 

calculated in 24 hour increments. For example, if the Term consists of 49 hours the Licence Fee 

will be calculated based on 3 x 24 hour increments. 

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4.2 Payment of Licence Fee 

The Licensee must pay the Licence Fee without any formal or other demand within 30 days of the 

Commencement Date. 

4.3 Utilities 

The Licensee must pay to the suppliers, and indemnify PBPL against, all charges for other services and 

utilities (including, but not limited to, telephone and telecommunication services) consumed or used by 

the Licensee at, or in relation to, the Licence Area. PBPL is under no Obligation to supply to the Licence 

Area any utilities or services. 

4.4 Security 

(a) 

(b) 

(c) 

4.5 GST 

(a) 

(b) 

(c) 

(d) 

(e) 

The Licensee is responsible for securing and ensuring the security of the Licensee’s Property and 

the Licensee’s Equipment. 

Subject to clause 4.4(c) PBPL is not responsible for securing and ensuring the security of any 

structures or equipment erected within the Licence Area. 

If required by PBPL, the Licensee must engage PBPL or such other security provider Approved by 

PBPL to provide security services to the Licence Area at the Cost of the Licensee. 

It is agreed that all Licence Fees and other moneys agreed to be paid by the Licensee to PBPL 

under this Licence, being the consideration for any Taxable Supply by PBPL to the Licensee, are 

exclusive of GST. 

The Licensee must pay to and indemnify PBPL against any GST chargeable in respect of any 

Taxable Supply by PBPL hereunder. 

The Licensee must pay to PBPL a sum equal to:- 

(i) 

(ii) 

each amount payable by the Licensee to PBPL for any Taxable Supply by PBPL hereunder; 

multiplied by 

the GST Rate 

such sum to be paid by the Licensee (in addition to the Licence Fee) at the same time, and in the 

same manner, as the Licensee is obliged to pay the Licence Fee. 

Where the Licensee is required by this Licence to contribute to the outgoings or utilities or pay any 

other moneys to PBPL, the Licensee must pay, reimburse or contribute an amount equal to the 

GST inclusive consideration for the relevant acquisition by PBPL, less an amount for which PBPL 

is entitled to claim an Input Tax Credit. 

In respect of each payment by the Licensee under paragraphs (c) and (d), PBPL agrees to deliver 

to the Licensee as and when required under the GST Act, tax invoices in a form which complies 

with the GST Act. 

4.6 Other Taxes 

The Licensee must reimburse PBPL in respect of any tax (excluding income tax, capital gains tax and 

land tax), duty, fine, penalty or imposition that may be levied or imposed by a Government Agency upon 

PBPL in respect of:- 

(a) the Licensee’s use and occupation of the Licence Area; 

(b) the Licensee carrying on the Permitted Use; or 

(c) this Licence. 

4.7 Interest on Arrears 

The Licensee must pay to PBPL on demand Interest on any Licence Fee or other moneys which are in 

arrears, which will be payable as a liquidated debt. 

5. BOND 

5.1 Licensee to deliver Bond 

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(a) 

(b) 

(c) 

(d) 

On or before the Date of Commencement, the Licensee must pay to PBPL the sum set out in Item 

7 of the Reference Data as a cash deposit for performance by the Licensee of its Obligations 

under this Licence (“the Bond”). 

If the Licensee fails to perform its Obligations, PBPL may call up the Bond or so much of it as is 

necessary, in PBPL's opinion, to compensate PBPL for any loss suffered by reason of the 

Licensee's failure. The calling up of the Bond does not constitute a waiver of the Licensee's breach 

and does not prejudice any other right or remedy of PBPL in respect of it. 

If PBPL calls up the whole or any part of the Bond but this Licence is not terminated by PBPL, the 

Licensee must immediately provide to PBPL a replacement cash bond equal to the amount called 

up by PBPL. 

Upon the expiration or termination of this Licence, if there is no outstanding Obligation of the 

Licensee, PBPL must return to the Licensee any part of the Bond held by it which have not been 

called upon. 

6. USE OF LICENCE AREA 

6.1 Use of the Licence Area 

The Licensee must:- 

(a) 

(b) 

(c) 

(d) 

(e) 

(f) 

(g) 

(h) 

use the Licence Area during the Term for the Permitted Use and for no other use; 

conduct its operations upon the Licence Area at all times throughout the Term in a safe and 

professional manner, and in accordance with Good Industry Practice, Good Environmental Practice 

and in accordance with all reasonable directions of PBPL; 

observe the maximum loading weight as notified by PBPL from time to time or as set out in the 

Operations Manual; 

at its Cost obtain all Approvals necessary to carry out the Permitted Use or the Licensee's use or 

occupation of the Licence Area and provide to PBPL a copy of all Approvals; 

must duly and punctually comply with and observe:- 

(i) 

(ii) 

not:- 

(i) 

(ii) 

all Laws and Statutes; and 

all Approvals, requirements and orders lawfully given or made by any Government Agency 

including the police (if applicable) including but not limited to any environmental licence 

issued for an environmental relevant activity or any other Approval issued to PBPL with 

respect to or including the Licence Area; and 

alter or deface the Licence Area; or 

make any structural or other alterations or additions to the Licence Area; 

not and must not allow the Licensee’s Employees and Agents to, bring onto the Licence Area, any 

Licensee’s Equipment without the prior written Approval of PBPL and must not leave any 

Licensee’s Equipment on the Licence Area without the Consent of PBPL; and 

not knowingly use, or permit to be used, the Licence Area if it is unsafe, or permit any person to be 

on the Licence Area at night, unless the Licence Area is lighted to the reasonable satisfaction of 

PBPL, so as to render the Licence Area safe for use at night. 

6.2 Licensee’s Acknowledgements 

The Licensee acknowledges and agrees that:- 

(a) 

(b) 

(c) 

(d) 

this Licence is a non-exclusive licence; 

PBPL retains possession of the Licence Area at all times; 

the Licence Area is not intended to be a long term storage facility; 

PBPL does not expressly or impliedly:- 

(i) 

warrant that the Licence Area, or any part of it, is now, or will remain, suitable or adequate 

for any of the purposes of the Licensee and all warranties (if any) as to the suitability or 

Page 9 of 22 

{301081 \ 01177223}



(e) 

(f) 

(g) 

(ii) 

adequacy of the Licence Area, or any part thereof, implied by Law, are hereby expressly 

negatived, to the extent not prohibited by Law; or 

give any warranty or undertaking as to the nature of any business or activity which can be 

carried on at the Licence Area, other than as set out in this Licence; 

it has entered into this Licence on the basis of its own investigations (including as to the suitability 

of the Licence Area for the Permitted Use) and, except to the extent expressly set out in this 

Licence, has not relied on any representations or statements of PBPL or any other person; 

to the maximum extent permitted by Law, the Licensee agrees to waive any rights it has or may 

have in respect of any Claims against PBPL or its contractors, agents, officers or employees in 

respect of any statement or representation, except to the extent expressly set out in this Licence; 

and 

PBPL will not be prejudiced by, or be responsible to the Licensee for, the non-observance or 

violation of any agreement by any other user or occupier of the Licence Area or PBPL’s Lands. 

6.3 Annoying or injurious conduct 

The Licensee must not:- 

(a) 

(b) 

(c) 

(d) 

(e) 

carry on upon any part of the Licence Area any annoying, noxious, offensive or illegal, operation, 

business, occupation or practice; 

do any act or thing, or use any plant or machinery, other than in the ordinary course of carrying on 

the Permitted Use, which, through noise, odours, vibrations or otherwise, may be or become an 

annoyance, nuisance or disturbance to PBPL, or any tenants or other licensees of PBPL; 

use any solvents, chemicals, burning fluids, oil, acetylene or alcohol on the Licence Area; 

do anything which might damage the Licence Area or any services or equipment of PBPL on or 

adjacent to the Licence Area; or 

do, or omit to do, any act or thing:- 

(i) 

(ii) 

whereby PBPL may incur any Liability become liable to pay any penalty imposed, or to bear 

the whole or any part of any expenses incurred, under any Law or notice; or 

which may injure or prejudice the reputation of the Port or PBPL. 

6.4 Use of services 

(a) The Licensee must not use the drains, Pipes and other water apparatus and appurtenances on the 

Licence Area for any purposes, other than those for which they were constructed, and must not 

place in them any sweepings, rubbish, rags, ashes or other harmful substances. 

(b) 

(c) 

All blockages which may occur in any Pipes originating on the Licence Area between their points of 

origin and their entry into any trunk drain, must be cleared by licensed tradesmen employed by 

PBPL at the Cost of the Licensee. 

Except as otherwise provided in this Licence, the Licensee must not interfere with any of PBPL’s 

appurtenances, Pipes, water supply, electrical, plumbing or other services contained in or about the 

Licence Area. 

6.5 No erection of signs 

The Licensee must not cause any advertising or other sign, advertisement or hoarding to be painted or 

erected or otherwise placed on or upon the Licence Area. 

6.6 Not to Make Voidable Insurance Policies 

The Licensee must not do anything on the Licence Area that may:- 

(a) 

(b) 

(c) 

(d) 

in any way make void or voidable any policy or policies of insurance applicable to the Licence Area; 

or 

conflict with any laws or regulations applicable to the Licence Area; or 

conflict with any insurance policy applicable to the Licence Area; or 

cause the amount of premium payable in respect of any insurance policy applicable to the Licence 

Area to be increased. 

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6.7 To Observe Fire Laws 

The Licensee must at all times in its use of the Licence Area, comply with the requirements of the 

Insurance Council of Australia and the Queensland Fire and Rescue Authority and the laws and 

regulations for the time being in force relating to fires and the provisions of every relevant Statute, 

regulation and ordinance. 

6.8 Entry for provision of services 

The Licensee acknowledges that PBPL, and any relevant Government Agency having jurisdiction in that 

regard, and their respective officers, servants, agents, employees, workmen and others, may at any time 

enter upon the Licence Area, or any part or parts thereof respectively, and erect, install, remove, replace 

or repair, whenever required, over, upon or under the Licence Area, electricity supply mains, drainage 

mains, cables, Pipes, wires, ducts, navigation leads, navigation lights or marks, conduits, laser optical 

fibres, electronic data or impulse transmission communication or reception systems and any other 

conducting media. 

6.9 Spillage 

(a) 

(b) 

(c) 

The Licensee must promptly make good at the Cost of the Licensee, any losses of or Damage to 

the property of PBPL, or any tenant or other licensee of PBPL, in any way attributable to the 

spillage, discharge or emission of any substance from the Licence Area, occasioned, directly or 

indirectly, by the act or omission of the Licensee, or any of the Licensee’s Employees and Agents 

or anyone at the Licence Area expressly or by implication with the Licensee’s authority. 

In the event of the spillage or discharge as aforesaid of any substance from the Licence Area, 

directly or indirectly into the waters of the Port, the Licensee shall as soon as reasonably 

practicable, remove all such spillage or discharge, at its own expense, from the waters of the Port. 

The Licensee shall indemnify and keep indemnified PBPL from and against:- 

(i) 

(ii) 

6.10 Statutes 

(a) 

(b) 

all physical loss of, or Damage to, the property of PBPL, or of any other persons including, 

but without limiting the generality thereof, the employees and agents of PBPL; and 

all Claims, loss or damage resulting from injury, including death, 

which may be directly or indirectly attributable to the spillage, emission or discharge of any 

substance from the Licence Area, occasioned by the act or omission of the Licensee, or any of the 

Licensee’s Employees and Agents, or anyone at the Licence Area, expressly or by implication, with 

the Licensee’s authority. This indemnity shall extend to, and cover, all Claims whatsoever in 

respect of the aforementioned loss or damage. 

Notwithstanding any other provisions of this Licence, the Licensee must, at its Cost, comply with 

all:- 

(i) 

(ii) 

its Obligations under all Laws, including but not limited to:- 

(A) 

(B) 

(C) 

(D) 

all relevant environmental Laws including, but not limited to, the Environmental 

Protection Act 1994 (Q), Transport Infrastructure (Marine Pollution) Act 1995 (Q) and 

the Coastal Protection and Management Act 1995 (Q); and 

the Transport Operations (Marine Safety) Act 1994 (Q); 

Maritime Transport and Offshore Facilities Security Act 2003 (Cth), 

maritime safety and security requirements; and 

all Lawful directions issued by PBPL or any Government Agency including but not limited to 

a direction issued under the Maritime Transport and Offshore Facilities Security Act 2003 

(Cth), the Transport Infrastructure Act 1994 (Q) or Transport Infrastructure (Ports) Regulation 

2005 (Q), 

with respect to the Licence Area and the carrying on of the Permitted Use and the operations of the 

Licensee. 

The provisions of the Transport Infrastructure Act 1994 (Q) apply to this Licence except to the 

extent any provision is expressly or impliedly negatived or modified by the covenants, terms and 

conditions of this Licence. 

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7. MAINTENANCE AND REPAIR 

7.1 Repair 

The Licensee must promptly:- 

(a) report to PBPL immediately upon becoming aware of any Damage; and 

(b) at its Cost, rectify any Damage. 

7.2 Cleaning of Licence Area 

The Licensee must at its Cost :- 

(a) keep the Licence Area in a thorough state of cleanliness and not allow any accumulation of useless 

property or rubbish and must immediately clean the Licence Area at the conclusion of the Term; 

(b) immediately cause to be removed from the Licence Area all garbage, refuse, packing materials, 

waste water, cartons, and other waste material upon the expiry of the Term and dispose of those 

items legally; and 

(c) 

use reasonable endeavours to keep the Licence Area free and clear of rodents, termites, 

cockroaches and other vermin. 

7.3 Infectious Diseases 

If any infectious disease happens upon the Licence Area which may require notification by virtue of any 

Law, the Licensee must:- 

(a) 

(b) 

(c) 

7.4 PBPL not liable 

give all the necessary notices and any other information which may be required to the proper 

authorities; and 

give a copy of the notification to PBPL; and 

at its own Cost thoroughly fumigate and disinfect the Licence Area. 

PBPL is under no Obligation to maintain the Licence Area. PBPL will not be liable for any damage or loss 

(including consequential losses and loss of profits) the Licensee may suffer by reason of the neglect or 

omission of PBPL to maintain the Licence Area. 

7.5 PBPL’s right to clean and/or repair on default by Licensee 

If the Licensee at any time defaults in the performance or observance of any express or implied 

covenants in this Licence relating to the cleaning and/or repair of the Licence Area, PBPL may, but is not 

obliged to (but without prejudice to any other rights of PBPL hereunder), enter upon the Licence Area and 

carry out the relevant cleaning and/or repairs at the Cost of the Licensee. 

8. ACCESS 

8.1 PBPL and others to have free and unrestricted access 

(a) 

(b) 

This Licence is not an exclusive licence and PBPL at its sole discretion, has the right itself, and the 

right to permit any third party or parties (including but not limited to any Government Agencies) to 

use the Licence Area, or any part or parts thereof at any time and the Licensee must not restrict or 

inhibit their access to the Licence Area. 

Any fees payable in respect of the use of the Licence Area belong to and are the sole property of 

PBPL. 

9. INDEMNITY, RISK, INSURANCE, LIABILITY 

9.1 Indemnities 

The Licensee indemnifies PBPL against all Liabilities and Claims which PBPL may sustain or incur, or for 

which PBPL may become liable, whether during or after the Term, in respect of or arising from: 

(a) 

(b) 

loss, damage or injury from any cause to any property or person on the Licence Area during the 

Term; or 

loss, damage or injury from any cause to property or person off the Licence Area which is 

occasioned or contributed to by the neglect or default of the Licensee or any of the Licensee’s 

Employees and Agents; or 

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(c) 

(d) 

(e) 

(f) 

(g) 

(h) 

(i) 

(j) 

(k) 

(l) 

the failure or delay by the Licensee or the Licensee’s Employees or Agents to observe or perform 

any of the covenants, conditions, regulations, Obligations or restrictions on the part of the Licensee 

in this Licence or under any Law, whether positive or negative, expressed or implied; or 

any environmental damage or Environmental Harm or any escape of a contaminant or pollution 

caused by or arising in any manner whatsoever or howsoever from the operations or business of 

the Licensee, or in connection with, or from the use of the Licence Area, erections, works, vehicles, 

plant, machinery or equipment by the Licensee, or any of the Licensee’s Employees and Agents; or 

any contamination of the Licence Area which is caused or contributed to by the Licensee, or any of 

the Licensee’s Employees and Agents whether during or prior to the Term; or 

the Costs incurred by PBPL in removing any hazardous substance or contamination from the 

Licence Area or any adjacent land or waters, where the presence of the hazardous substance or 

contamination is caused or contributed to by the Licensee or any of the Licensee’s Employees and 

Agents, whether during or prior to the Term; or 

the negligent use, misuse, waste or abuse by the Licensee, or any of the Licensee’s Employees 

and Agents, of any water, electricity, plumbing or other services to the Licence Area; or 

the overflow, leakage or escape of water, fire, electricity or any other harmful agent in or from the 

Licence Area, caused or contributed to by any act or omission on the part of the Licensee, or any of 

the Licensee’s Employees and Agents; or 

the failure of the Licensee to notify PBPL of any defect in any of the fire equipment or any other 

appurtenances on the Licence Area, of which the Licensee is aware or ought to be aware; or 

loss, damage or injury from any cause to property or person caused or contributed to by the use of 

the Licence Area by the Licensee, or any of the Licensee’s Employees and Agents, or arising out of 

the neglect or default of the Licensee, or any of the Licensee’s Employees and Agents; or 

the improper or faulty erection, construction or operation of the Licensee’s Equipment, supply of 

electricity or light installed or used on the Licence Area by the Licensee or any of the Licensee’s 

Employees an Agents; or 

any personal injury or death sustained by any person in or about the Licence Area during the Term 

however caused. 

The indemnity by the Licensee of PBPL in the circumstances and events above will extend to 

indemnifying PBPL against any and all loss suffered by PBPL by reason of any loss of capital value of the 

Licence Area. 

9.2 Insurances 

(a) Prior to the Licensee being provided entry to or use of the Licence Area, the Licensee must at its 

Cost, take out and keep in full force and effect during the Term and ensure that any contractor 

engaged in relation to the Licensee’s use and occupation of the Licence Area also takes out and 

maintains during the Term, the following policies of insurance:- 

(i) 

(ii) 

Public Risk Liability Insurance in the names of both PBPL and the Licensee for their 

respective rights and interests, covering liability in respect of bodily injury, property damage, 

product liability and contractual liability for and in respect of the following:- 

(A) 

(B) 

the occupation and use of the Licence Area by the Licensee, the Licensee’s 

Employees and Agents and persons acting with its authority and permission, and 

suitably arranged to afford protection for the operation of vehicles and equipment 

which are not registered under the Transport Infrastructure (Roads) Act 1991 (Q) and 

hoists, and similar plant and equipment; and 

the business, operations or functions carried on by the Licensee upon, on, or from, the 

Licence Area, 

in a sum of not less than Twenty million dollars ($20million) in respect of any single event 

or accident, with full automatic reinstatement, or such higher amount as PBPL, acting 

reasonably, may require.; 

Property Insurance covering fire, fusion, theft, explosion, storm and tempest, lightning, 

subsidence or collapse, riots, strikes, impact by vehicles or aircraft, articles dropped from 

aircraft, sprinkler leakage, water damage and malicious damage and all other perils as are 

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(b) 

(c) 

(d) 

(e) 

(iii) 

(iv) 

normally insured against by prudent Licensees, for any Licensee’s Property and Licensee’s 

Equipment contained within or upon or used in connection with the Licence Area or any 

operations of the Licensee conducted upon, within or from the Licence Area; 

Workers’ Compensation insurance, including employers’ liability insurance, to protect the 

Licensee against any Claims and liability arising out of the common law or Statutes relating 

to employees for accident or injury to any person employed by the Licensee in connection 

with its business; 

Insurance covering the Licensee’s Obligation under any covenants herein to indemnify 

PBPL. 

All insurance policies required by this Clause 9.2 must be taken out with reputable and responsible 

insurers and on terms on which the relevant insurance cover is generally available in Queensland. 

The Licensee must comply with (including making all premium payments and disclosures at all 

times required) and must not do or allow or suffer to be done anything which would prejudice the 

continuing cover of the insurance policies required by this Clause 9.2. 

The Licensee must deliver to PBPL a copy of the certificates of insurance and if required by PBPL 

a copy of each insurance policy, as soon as practicable after they are taken out but in any event, 

prior to the Licensee having access to the Licence Area. 

If the Licensee fails to take out or to keep in force any insurance required by this Clause, or if the 

insurance is not reasonably Approved by PBPL, then PBPL may effect the insurance at the Cost of 

the Licensee and all outlays by PBPL will be payable by the Licensee to PBPL as an additional 

licence fee on demand, without prejudice to any other rights and remedies of PBPL under this 

Licence. 

9.3 Assumption of risk by Licensee 

The Licensee acknowledges and agrees:- 

(a) 

(b) 

(c) 

(d) 

(e) 

to use the Licence Area at the sole risk of the Licensee; 

PBPL is not responsible to the Licensee or the Licensee’s Employees and Agents for the conduct 

or action of any other user or occupier of the Licence Area, the Port, PBPL’s Lands or adjoining 

area or any part thereof; 

to the maximum extent permitted by Law, release PBPL and its officers, employees, agents, 

contractors, subcontractors, invitees, licensees and all persons claiming through or under PBPL 

from all Claims and Liabilities resulting from any accident, damage, loss, death or injury to any 

property or person occurring in or about the Licence Area and the Port. The release in this clause 

9.3(c) is absolute except to the extent that the accident, damage, loss, death or injury was caused 

by PBPL's negligence; 

PBPL will not be liable:- 

(i) 

(ii) 

(iii) 

for the death of, or injury to, or for damage to any property of, or for any losses (including 

consequential losses or loss of profits), Claims, demands, actions, proceedings, damages, 

Costs or expenses or other liability incurred by, the Licensee or any of the Licensee’s 

Employees and Agents, in the exercise, or purported exercise, of the rights granted by 

Clause 3.1; or 

to the Licensee for any damage, theft or loss to the Licensee’s Property and/or the 

Licensee’s Equipment, or for any loss of profits or consequential loss, howsoever caused; or 

to the Licensee for any loss or damage suffered by the Licensee (including consequential 

loss and loss of profits) from any malfunction, failure to function or interruption of or to the 

water, electricity, telephone, telecommunication or other services or utilities to the Licence 

Area, or any of the appurtenances upon the Licence Area, or for the blockage of any sewers, 

wastes, drains, gutters, downpipes or storm water drains, from any cause; and 

that the Licence Area is located within a precinct, in which considerable earthworks, construction 

and other intrusive, noisy, dirty and malodorous, heavy industrial development and activities are 

being, and will continue to be, undertaken, throughout the Term. The Licensee accepts this 

Licence with full knowledge thereof, and will have no right to object or make any Claim for 

compensation, damages or otherwise in respect thereof. 

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9.4 Condition precedent to liability of PBPL 

PBPL is not liable for any damage or loss the Licensee may suffer by reason of the neglect or omission of 

PBPL to do any act or thing to, or in respect of, the Licence Area, of which the Licensee is, or ought to be, 

aware and which (as between PBPL and the Licensee) PBPL might be legally liable to do, unless the 

Licensee gives to PBPL Notice in writing of that act or omission and PBPL, without reasonable cause, 

fails within a reasonable time to take proper steps to rectify the act or omission. 

9.5 Licensee’s warranty re insurability 

The Licensee warrants to PBPL that prior to execution of this Licence it has disclosed to PBPL in writing 

to the best of its knowledge, information and belief any conviction, judgment or finding of any Court or 

tribunal relating to the Licensee (or any director, other officer or major shareholder of the Licensee) of 

such a nature as to be likely to affect the decision of any insurer or underwriter to grant or to continue 

insurance of any of the Insured Risks. 

9.6 Licensee’s covenants re PBPL’s insurances 

The Licensee covenants with PBPL:- 

(a) 

(b) 

(c) 

(d) 

(e) 

(f) 

(g) 

to comply with all requirements and recommendations of the insurers of PBPL; 

not to obstruct the access to any fire equipment or the means of escape from the Licence Area; 

to give Notice to PBPL immediately upon the happening of any event which might affect any 

insurance policy on or relating to the Licence Area, or upon the happening of any events against 

which PBPL may have insured under this Licence; 

to give Notice to PBPL, of any material change in the risks covered by any policy of insurance 

required to be taken out by the Licensee pursuant to Clause 9.2; 

immediately to inform PBPL in writing of any conviction, judgment or finding of any Court or tribunal 

relating to the Licensee (or any director or other officer or major shareholder of the Licensee, in the 

event of the Licensee being a corporation) of such a nature as to be likely to affect the decision of 

any insurer or underwriter to grant or to continue any such insurance; 

if at any time the Licensee shall be entitled to the benefit of any insurance on the Licence Area, to 

apply all money received by virtue of such insurance in making good the loss or damage in respect 

of which such money shall have been received; 

if and whenever during the Term the Licence Area or any part of the Licence Area is damaged or 

destroyed by an Insured Risk and the insurance money under the policy of insurance effected by 

PBPL pursuant to its Obligations contained in this Licence is, by reason of any act or default of the 

Licensee or any of the Licensee’s Employees and Agents or any other person at the Licence Area 

expressly or by implication with the Licensee’s authority, wholly or partially irrecoverable, 

immediately in every such case (at the option of PBPL) the Licensee shall either:- 

(i) 

(ii) 

10. ASSIGNMENT 

rebuild and reinstate at its own expense the Licence Area or the part destroyed or damaged 

to the reasonable satisfaction of PBPL and under the supervision of the engineer of PBPL, 

the Licensee being allowed towards the expenses of so doing upon such rebuilding and 

reinstatement being completed, the amount (if any) actually received in respect of such 

destruction or damage under any such insurance policy; or 

pay to PBPL on demand with Interest the amount of such insurance money so irrecoverable. 

10.1 Rights personal to Licensee 

The benefit of this Licence is personal to the Licensee and the rights given in Clause 3.1 may only be 

exercised by the Licensee and the Licensee’s Employees and Agents. The Licensee must not: 

(a) mortgage or otherwise charge the Licensee’s interest in this Licence; or 

(b) assign or grant any sub-license over the Licence Area; or 

(c) share with any person the occupancy of the Licence Area. 

10.2 Assignment by PBPL 

(a) For the purposes of Clause 10.2(b):- 

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(b) 

(c) 

(i) 

(ii) 

11. COSTS 

(iii) 

“Breach” means any breach by PBPL of PBPL’s Obligations or any of them; 

“Title” means the title of PBPL to the Licence Area; 

“PBPL’s Obligations” means all Obligations of PBPL under any covenant or other term of 

this Licence or any document expressed to be supplemental to this Licence and all implied 

Obligations of PBPL under this Licence or any such document. 

No liability shall attach to PBPL in respect of any Breach which occurs at any time after the Title 

has ceased to be vested in PBPL. 

PBPL or its successors or assigns may transfer or assign this Licence without the consent of the 

Licensee. 

11.1 Costs of Litigation 

If without fault on its part, either Party is made a party to any litigation commenced by or against the other 

(other than litigation between PBPL and the Licensee) in relation to the Licence Area, the Party not at 

fault must be paid by the other Party, on demand, all legal fees and disbursements (as between solicitor 

and own client) incurred in connection with the litigation. 

11.2 Costs to be Borne by Licensee 

The Licensee must pay (and if paid by PBPL reimburse PBPL on demand):- 

(a) all Costs of testing or auditing of the Licence Area for any Environmental Harm, spillage and/or 

contamination; 

(b) all Costs charges and expenses (including, for example, legal Costs and fees payable to a 

consultant, engineer or architect) incurred by PBPL arising from any breach of this Licence by the 

Licensee; 

(c) all Costs of and incidental to the grant or refusal of any Consent or Approval of PBPL which may be 

requested by the Licensee under the terms of this Licence; 

(d) all monies PBPL may reasonably expend or be put to in consequence of any default by the 

Licensee in the performance of any provision of this Licence; and 

(e) its own Costs and expenses (including legal Costs) of complying with its Obligations under this 

Licence. 

12. DEFAULT 

12.2 Damages 

If PBPL determines this Licence under Clause 3.5, PBPL may recover from the Licensee, in addition to 

damages and amounts recoverable apart from this Clause:- 

(a) any Licence Fee or other moneys under this Licence, which are due but unpaid at the date of the 

determination; 

(b) the amount by which the Licence Fee between the date of determination and the date of expiry of 

this Licence by effluxion of time, exceeds the licence fee received or likely to be received from any 

other licensee to whom the Licence Area is re-licensed, or may be re-licensed, during that period; 

and 

(c) 

any other amount necessary to compensate PBPL as a result, directly or indirectly, of the 

Licensee’s default and PBPL’s determination of the Licence including, for example:- 

(i) 

(ii) 

Costs of recovering possession of the Licence Area; and 

legal Costs (on a solicitor and own client basis); 

12.3 Reservation of Rights 

The rights and powers conferred on PBPL by Clauses 12.2 are in addition to any other right or power 

which may be conferred upon PBPL at Law or in equity. 

12.4 Non-waiver 

No delay or omission to exercise any right, power or remedy accruing to PBPL upon any continuing 

breach or default under this Licence:- 

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(a) 

(b) 

impairs any right, power or remedy of PBPL; or 

is to be construed as a waiver of, or an acquiescence in, any continuing breach or similar breach or 

default occurring subsequently. 

No waiver of any single breach or default is deemed a waiver of any earlier or later breach or default. 

Any waiver, permit, Consent or Approval of any breach or default under this Licence, or any waiver of any 

provision or condition of this Licence, must be in writing and is effective only to the extent set out in the 

written waiver. All remedies either under this Licence or by law or otherwise afforded to PBPL are 

cumulative and not alternative. 

12.5 Accord and satisfaction 

No payment by the Licensee or receipt by PBPL of a lesser amount than the Licence Fee stipulated in 

this Licence is to be considered to be other than on account of the stipulated Licence Fee. An 

endorsement or statement on a cheque or in a letter accompanying a cheque or payment as Licence Fee 

is not to be considered to be an accord or satisfaction. PBPL may accept a cheque or payment without 

prejudice to PBPL’s right to recover the balance of the Licence Fee or pursue any other remedy. 

12.6 Performance of Licensee’s covenants by PBPL 

If the Licensee makes default in payment of any moneys covenanted by the Licensee to be paid, or in the 

observance or performance of any of the Licensee's covenants contained or implied in this Licence, 

PBPL may (but is not obliged to) pay that money and observe and perform those covenants. The 

Licensee must pay to PBPL immediately upon demand all moneys which PBPL expends in that respect 

plus with Interest from the date the money is expended. 

13. PBPL’S RESERVATIONS 

13.1 PBPL's Reservations 

Without derogating from the limitations already set out on the rights granted to the Licensee under this 

Licence, PBPL reserves the right to:- 

(a) 

(b) 

(c) 

enter the Licence Area at all times for the purpose of PBPL and its officers, employees, contractors 

and agents carrying out their normal duties and to carry out inspections of the Licence Area and to 

carry out maintenance, repair and the like; 

free and uninterrupted passage of water, sewerage, gas, electricity, telephone, telecommunication 

and other services and utilities from and to other lands of PBPL on, under or above the Licence 

Area (including installing upon or under the Licence Area, electricity supply mains, drainage mains, 

cables, Pipes, wires, ducts, conduits, laser optical fibres, electronic data or impulse transmission 

communication or reception systems, or any other conducting media); and 

grant easements or rights over or under the Licence Area for any reasonable purpose, but must not 

by such grant substantially or permanently derogate from the rights enjoyed by the Licensee under 

this Licence. 

PBPL, in exercising its rights under this Clause, may enter upon the Licence Area and carry out any 

works and operations necessary or incidental thereto, but must cause as little interference with the 

Licensee's operations as is reasonably practicable in the circumstances. 

13.2 Rules and Regulations 

(a) 

(b) 

(c) 

PBPL may from time to time make reasonable rules and regulations including but not limited to the 

Operations Manual and may amend, cancel, add to, or suspend all or any of the rules and 

regulations and the Operations Manual, as in the judgment of PBPL, reasonably exercised, may be 

required for the management, safety, care or cleanliness of the Port or for the preservation of good 

order and the convenience of the occupiers and invitees thereon. 

The Licensee and the Licensee’s Employees and Agents must in the exercise of the rights 

conferred by this Licence, comply with and abide by the rules and regulations and the Operations 

Manual. The Licensee must ensure that its Employees and Agents conform to the rules and 

regulations and the Operations Manual. 

No rules and regulations may substantially derogate from the rights of the Licensee as expressed 

in this Licence. All rules and regulations bind the Licensee when Notice of them is given to the 

Licensee in writing by PBPL. A certificate signed by or on behalf of PBPL of the rules and 

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{301081 \ 01177223}



(d) 

(e) 

14. GENERAL 

14.1 Time Essential 

regulations in force at a particular date, is to be prima facie evidence of the rules and regulations in 

force at the date. 

The Operations Manual and any variation to the Operations Manual will bind the Licensee when 

they are published on PBPL’s web page www.portbris.com.au . 

If there is any inconsistency between the provisions of this Licence and any rules and regulations 

and/or the Operations Manual, the provisions of this Licence prevail. PBPL is not liable for any loss 

or damage howsoever caused arising out of any non-enforcement of the rules and regulations. 

Time is essential for all Obligations of either Party in this Licence. 

14.2 Negativing of Moratorium 

To the fullest possible extent, the provisions of all Statutes which may operate to lessen or modify the 

Obligations of the Licensee or restrict the exercise by PBPL of its rights powers and remedies are 

expressly negatived and excluded from this Licence. 

14.3 No merger 

The rights and Obligations of the parties will not merge on completion of any transaction under this 

Agreement. They will survive the execution and delivery of any assignment or other document entered 

into for the purpose of implementing any transaction. 

14.4 Governing Law 

This Licence is governed by the laws of Queensland. The parties submit to the non-exclusive jurisdiction 

of courts exercising jurisdiction there. 

14.5 Notices 

(a) 

(b) 

(c) 

(d) 

Any Notice is deemed to have been duly given if delivered or sent by post or facsimile transmission 

to the Party to which it is directed at the addresses specified in the Reference Data. 

Any Notice is deemed served on:- 

(i) 

(ii) 

14.6 Severability 

the second (2 nd ) Business Day after posting (if sent by post); or 

receipt by the sender of a satisfactory transmission report (if sent by facsimile). 

If a Notice is served by hand or is received by facsimile on a day which is not a Business Day, or 

after 5.00pm on any Business Day, such Notice is deemed to be served at 9.00am on the next 

following Business Day. 

Any Notice is sufficient if signed by the Party, the solicitors for that Party or, if the Party is a 

corporation, by a director or secretary. 

If it is held by a Court of competent jurisdiction that: 

(a) 

(b) 

any part of this Licence is void, voidable, illegal or unenforceable; or 

this Licence would be void, voidable, illegal or unenforceable unless any part of this Licence is 

severed, 

that part is to be severable from and does not affect the continued operation of the rest of this Licence. 

14.7 PBPL’s Statutory Powers 

This Licence is without prejudice to, and must not restrict PBPL’s powers and discretions under, any 

Statute or Statutory instrument. 

14.8 Trusts 

If the Licensee at any time is acting in the capacity of trustee of any trust (“the Trust”) then, whether or 

not PBPL may have notice of the Trust, the Licensee covenants with PBPL as follows: 

(a) This Licence extends to all rights of indemnity which the Licensee now or subsequently may have 

against the Trust and the trust fund; 

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(b) 

(c) 

(d) 

(e) 

(f) 

The Licensee has full and complete power and authority pursuant to the Trust to enter into this 

Licence; 

The provisions of the Trust do not purport to exclude or take away the right of indemnity of the 

Licensee against the Trust or the trust fund; the Licensee must not release that right of indemnity or 

commit any breach of trust or be a party to any other action which might prejudice that right of 

indemnity; 

Despite any other provision to the contrary, the Licensee is and at all times remains personally 

liable to PBPL to observe its Obligations under this Licence; 

The Licensee must not without the consent in writing of PBPL cause permit or suffer to happen any 

of the following events: 

(i) 

(ii) 

(iii) 

(iv) 

the removal replacement or retirement of the Licensee as trustee of the Trust; 

any alteration to or variation of the terms of the Trust; 

any advancement or distribution of capital of the Trust; 

any resettlement of the trust property. 

It is an event of default under this Licence if the Licensee is guilty of any breach of trust in respect 

of the Trust or ceases to be the trustee of the Trust or otherwise suffers removal replacement or 

retirement as trustee of the Trust. 

15. TERMINATION OF LICENCE 

15.1 Yield Up 

The Licensee must at the expiration or sooner determination of this Licence, yield up the Licence Area in 

the order and condition described in Clause 7.1 and this clause 15. 

15.2 Remove Licensee’s Property 

The Licensee, subject to the provisions of the Transport Infrastructure Act 1994 (Q) must:- 

(a) 

(b) 

(c) 

prior to the expiration of the Term, remove from the Licence Area all the Licensee's Property and 

the Licensee’s Equipment; 

make good any damage caused to the Licence Area or other property of PBPL by removal of the 

Licensee’s Property and the Licensee’s Equipment; and 

re-alter any alterations made by the Licensee, so that the Licence Area is converted back to its 

original layout. 

15.3 Abandoned Fittings 

Any Licensee’s Property and/or the Licensee’s Equipment not removed by the Licensee under Clause 

15.2, at the election of PBPL, may be:- 

(a) 

(b) 

removed by PBPL at the Cost of the Licensee; or 

deemed abandoned by the Licensee and become the property of PBPL. 

15.4 Licensee not entitled to any compensation 

No compensation for any Licensee’s Property, the Licensee’s Equipment or for any other improvements 

carried out by the Licensee upon or in connection with the Licence Area, shall be payable by PBPL at the 

expiration of the Term or sooner determination of this Licence, or at any other time. 

16. CONCURRENT LEASE AND CONCURRENT SUBLEASE 

For the duration of the Term, PBPL and the Licensee covenant and agree as follows:- 

16.1 Consents under the Concurrent Lease and Concurrent Sublease 

Where under the terms of this Licence, the consent of PBPL is required for any act or matter:- 

(a) 

the consent of the Concurrent Lessor under the terms of the Concurrent Lease will also be required 

(wherever required under the Concurrent Lease); and 

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(b) 

the consent of the Concurrent Sublessor under the terms of the Concurrent Sublease will also be 

required (where required under the Concurrent Sublease), 

PROVIDED THAT nothing in this Licence shall be construed as imposing on:- 

(c) 

(d) 

the Concurrent Lessor any Obligation (or indicating that such Obligation is imposed on the 

Concurrent Lessor by virtue of the terms of the Concurrent Lease), 

the Concurrent Sublessor any Obligation (or indicating that such Obligation is imposed on the 

Concurrent Sublessor by virtue of the terms of the Concurrent Sublease), 

not unreasonably to refuse any such consent. 

16.2 Rights exercisable under Concurrent Lease and Concurrent Sublease 

Reference to any Right exercisable by PBPL, or any Right exercisable by the Licensee in common with 

PBPL, shall be construed as including (where appropriate) the exercise of such Right:- 

(a) 

(b) 

(c) 

by the Concurrent Lessor, and all persons authorised by the Concurrent Lessor; 

by the Concurrent Sublessor, and all persons authorised by the Concurrent Sublessor ;and 

in common with all other persons having a like Right. 

16.3 Licensee’s covenant to observe and perform provisions of Concurrent Lease and Concurrent 

Sublease 

The Licensee covenants to observe and perform the covenants and conditions on the part of:- 

(a) 

(b) 

PBPL contained in the Concurrent Sublease; and 

the Concurrent Sublessor contained in the Concurrent Lease, 

so far as they relate to the Licence Area and to indemnify PBPL and the Concurrent Sublessor from and 

against any actions, proceedings, Claims, damages, Costs or losses arising from any breach, nonobservance, 

or non-performance of such covenants and conditions. 

16.4 Licensee’s covenant not to commit a breach of terms of Concurrent Lease or Concurrent 

Sublease 

The Licensee covenants not to do, omit, suffer or permit, in relation to the Licence Area, any act or thing 

which would or might cause:- 

(a) 

(b) 

PBPL to be in breach of the Concurrent Sublease, or which if done or omitted or suffered or 

permitted by PBPL, would or might constitute a breach of the covenants on the part of PBPL and 

the conditions contained in the Concurrent Sublease; or 

the Concurrent Sublessor to be in breach of the Concurrent Lease, or which if done or omitted or 

suffered or permitted by the Concurrent Sublessor, would or might constitute a breach of the 

covenants on the part of the Concurrent Sublessor and the conditions contained in the Concurrent 

Lease. 

16.5 Licensee’s covenant to repair 

Without limiting the Obligations of the Licensee under Clause 7, the Licensee covenants to observe and 

perform the covenants and conditions as to repair on the part of PBPL contained in the Concurrent 

Sublease or on the part of the Concurrent Sublessor contained in the Concurrent Lease, so far as they 

relate to the Licence Area, and to indemnify PBPL and the Concurrent Sublessor from and against any 

actions, proceedings, Claims, damages, Costs or losses arising from any breach or non-observance or 

non-performance of such covenants and conditions, both during and at the determination of the Term. 

16.6 To permit access 

The Licensee will permit PBPL and all persons authorised by PBPL (including the Concurrent Lessor, the 

Concurrent Sublessor, agents, professional advisers, contractors, workmen and others) upon reasonable 

notice (except in the case of emergency) to enter upon the Licence Area for any purpose that is, in the 

opinion of PBPL, necessary to enable it to comply with the covenants on its part and the conditions 

contained in the Concurrent Sublease or to enable the Concurrent Sublessor to comply with its covenants 

and conditions contained in the Concurrent Lease. 

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16.7 PBPL’s covenant to seek consents under Concurrent Lease and Concurrent Sublease 

PBPL will take all reasonable steps, at the Cost in all things of the Licensee, to obtain the consent of the 

Concurrent Sublessor and the Concurrent Lessor (as the case may be) wherever the Licensee makes 

application for any consent required under this Licence and where the consent of:- 

(a) 

(b) 

both PBPL and the Concurrent Sublessor is needed by virtue of this Licence and/or the Concurrent 

Sublease; and/or 

both PBPL and the Concurrent Lessor is needed by virtue of this Licence and/or the Concurrent 

Lease. 

16.8 Proviso for disputes under the Concurrent Lease and Concurrent Sublease 

Where any issue, question or matter arising out of or under or relating to:- 

(a) 

(b) 

EXECUTED 

the Concurrent Lease, which also affects or relates to the provisions of this Licence, is determined 

between the Concurrent Lessor and the Concurrent Sublessor, the determination of such issue, 

question or matter relating to the Concurrent Lease shall be binding on the Licensee, as well as 

PBPL, for the purposes of both the Concurrent Lease and this Licence; or 

the Concurrent Sublease, which also affects of relates to the provisions of this Licence, is 

determined between the Concurrent Sublessor and PBPL, the determination of such issue, 

question or matter relating to the Concurrent Sublease shall be binding on the Licensee, as well as 

PBPL, for the purposes of both the Concurrent Sublease and this Licence. 

EXECUTED on behalf of PORT OF BRISBANE 

PTY LTD ACN 143 384 749 by its duly authorised 

delegates and in the presence of: 

.......................................................... 

[Witness] 

.......................................................... 

[Full Name of Witness] 

) 

) 

) 

) 

) 

..................................................................... 

(Name) …………………………………………. 

(Title) …………………………………………… 

..................................................................... 

(Name) …………………………………………. 

(Title) …………………………………………… 

Executed by [COMPANY NAME PLUS ACN ] in 

accordance with s.127 of the Corporations Act 

2001(Cth) in the presence of:- 

) 

) 

) 

) 

) 

) 

) 

(Name) 

(Name) 

Director 

Director/Secretary 

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SCHEDULE 1 

The Licence Area 

Page 22 of 22 

{301081 \ 01177223}

NON-EXCLUSIVE LICENCE

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