Sponsorship application

PARTIES:

EXPERT EVENTS PTY LIMITED (ABN 35 619 941 561) of Suite 11, 137-143 Racecourse Road, Ascot, Queensland 4007 (“We”, “Us”, “Our”)
and
THE SPONSOR IDENTIFIED IN THE SPONSORSHIP APPLICATION, OF WHICH THIS AGREEMENT COMPRISES ANNEXURE "A" (“You”, “Your”)

BACKGROUND:
You wish to sponsor the Event by providing the Sponsorship Contribution in return for the Sponsorship Benefits, on the terms and conditions contained in this Agreement.

OPERATIVE PROVISIONS:

1. INTERPRETATION

1.1 Definitions

Expression	Meaning
Agreement	This document, as amended by written agreement from time to time
Cancellation Deadline	5pm on the date specified in the Sponsorship Prospectus, being the last date/time on which You may cancel Your sponsorship and receive a partial refund as provided in clause 9.
Confidential Information	Information pertaining to the subject matter of this Agreement, the Sponsorship Contribution and the Sponsorship Benefits, a party’s employees, agents and contractors, a party’s customers or suppliers, a party’s finances, business and marketing plans, transactions and activities, a party’s products and/or services and a party’s Intellectual Property. The expression includes information no matter how or when it is received and whether the information is marked or labelled “confidential”, “secret” or otherwise.
Event	The conference or event, if any, identified in the Sponsorship Application
GST	The tax imposed or assessed by the A New Tax System (Goods & Services Tax) Act 1999 (Cth), as amended from time to time and associated legislation
Host	The person, company or organisation that has engaged Us to provide Event-Management Services in connection with the Event, identified in the Sponsorship Application
Insolvency Event	Any form of administration in insolvency including bankruptcy, liquidation, receivership or voluntary administration, compromise with creditors, ceasing to trade or being unable to pay debts as they fall due
Intellectual Property	All forms of intellectual property throughout the world including patents, petty patents, innovation patents, patentable inventions, know-how, trade marks (whether registered or unregistered), copyright, registered and registrable designs, circuit layout rights, plant variety rights, applications for registration of any of the foregoing and rights to apply for registration of any of the foregoing, and whether existing under statute or common law or otherwise
Sponsorship Application	The application to become a sponsor of the Event submitted by You to Us, of which this Agreement forms Annexure "A"
Sponsorship Benefits	The services and benefits to be provided to You in exchange for the Sponsorship Contribution under this Agreement, specified in the Sponsorship Prospectus
Sponsorship Contribution	The sum(s) of money or contribution in-kind that You must pay/provide under this Agreement, as specified in the Sponsorship Prospectus
Sponsorship Prospectus	The document seeking sponsorship for the Event, in response to which You have submitted the Sponsorship Application
Venue Rules	Rules issued by the Event venue as to the form, content and placement of promotional materials within the venue and as to the conduct and dress of persons within the venue.

1.2 Interpretation

The following rules apply in interpreting this Agreement, except where the context makes it clear that a rule is not intended to apply:

(a) A reference to:

(i) a party to this Agreement or to any other document or agreement includes a successor, permitted substitute or a permitted assign of that party;
(ii) a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person;
(iii) conduct includes any omission, representation, statement or undertaking, whether or not in writing;
(iv) anything (including a right, obligation or concept) includes each part of it; and
(v) except as otherwise provided, a reference to a period of time (including without limitation, a year, a month and a day) is to a calendar period;

(b) A singular word includes the plural, and vice versa;

(d) If a word is defined, another part of speech has a corresponding meaning;

(e) If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing;

(f) Specifying anything in this document after the words including or includes or similar expressions does not limit what else might be included unless there is express wording to the contrary;

(g) A reference to dollars or $ is to an amount in Australian currency unless otherwise specified;

(h) Interpretation of any covenant clause or word mentioned herein shall not be restricted by reference to any other covenant clause or word mentioned herein or by the juxtaposition of the same; and

(i) This Agreement constitutes the entire agreement between the parties concerning the subject matter herein and no discussion or correspondence referring to that subject matter shall be binding unless incorporated in this document.

2 Expert Events is agent for the Host

2.1 Capacity

You acknowledge and agree that We enter into this Agreement in Our capacity as agent for and on behalf of the Host. All of Our obligations, rights and remedies under this Agreement are obligations, rights and remedies of the Host. To the extent that this Agreement confers a benefit, right or remedy on the Host, it is intended that We shall also have the benefit of and the right to exercise or enforce that right or remedy.

3 Sponsorship Prospectus and Sponsorship Application

3.1 This Agreement applies if We accept Your Sponsorship Application

This Agreement applies if and commences when We accept Your Sponsorship Application. We may reject Your Sponsorship Application for any reason We deem fit, including that any limit on the number of Sponsors of a particular classification or level has been reached.

3.2 Sponsor’s acknowledgement and warranty re Sponsorship Prospectus and Sponsorship Application

You acknowledge and warrant that:

(a) You have received and read the Sponsorship Prospectus thoroughly;

(b) The information You have provided in Your Sponsorship Application is true and correct in all respects;

(c) You are not aware of any fact or circumstance, whether actual or potential, that would cause You to breach any of the provisions of this Agreement, or that may entitle us to terminate it, including but not limited to termination for breach of clause 13.3 (Termination for Disrepute); and

(d) We may reject Your Sponsorship Application for any reason We deem fit.

4 Sponsorship Contribution

4.1 Provision of the Sponsorship Contribution

You must provide the Sponsorship Contribution:

(a) as to the sum(s) of money and/or contributions in-kind;

(b) by the dates and times or subject to completion of the milestones or prerequisites, if any, specified in the Sponsorship Prospectus and in all cases, where the Sponsorship Contribution is monetary:

(i) within 14 days of the date of a tax invoice submitted by the Host or Us to You; or
(ii) before the commencement of the Event, whichever is earlier;

(d) in the manner, specified in the Sponsorship Prospectus.

4.2 Sponsorship Contribution in-kind

If the Sponsorship Contribution consists in whole or in part of the supply of goods or services (“in-kind”), You must ensure that:

(a) all goods supplied are new, fit for the purpose for which they are supplied to Us, the Host, Event attendees, participants or other third-parties, as the case may be, and are of acceptable and merchantable quality and must match in type and quality any samples provided by You;

(b) all services supplied are of acceptable quality, are supplied diligently, promptly and with reasonable care and are of such quality as befits the Event; and

4.3 Sponsorship not exclusive to the Sponsor

Except as expressly specified to the contrary in the Sponsorship Prospectus, this Agreement and the sponsorship are not exclusive to You in any respect and We may engage other sponsors for the Event, including sponsors whose products or services may compete with Yours.

5 Sponsorship Benefits

5.1 Provision of the Sponsorship Benefits

Subject to Your compliance with this Agreement, and subject to the completion of any milestones or prerequisites as provided in the Sponsorship Prospectus, You shall receive the Sponsorship Benefits specified in the Sponsorship Prospectus for the classification or level of Sponsorship selected in Your Sponsorship Application.

5.2 Suspension of Sponsorship Benefits

If You do not comply with this Agreement in any respect, including if You do not provide the Sponsorship Contribution by the date(s) specified in the Sponsorship Prospectus, We may suspend provision of the Sponsorship Benefits until the Sponsorship Contribution is supplied as provided in this Agreement. The exercise of this remedy is not Our exclusive remedy and We may exercise any other remedy available to Us under this Agreement or under the law.

5.3 Sponsorship Benefits subject to Venue Rules

You acknowledge and agree that You must at all times comply with the Venue Rules and that provision of the Sponsorship Benefits is subject to the Venue Rules.

6 Certain promises regarding the Event are excluded

6.1 No warranty re success of the Event

You acknowledge and agree that neither We nor the Host makes or has made any binding warranty, promise, representation or prediction concerning:

(a) the number and types of the businesses, products or services that will sponsor the Event or promote their products or services at the Event;

(b) the number of persons who shall attend the Event, their seniority or status, or the nature of the businesses they may represent; and/or

Any predictions We or the Host may make or have made concerning the Event, or information or statistics that We or the Host may provide or have provided concerning previous events are/were provided in good faith, but they are not binding upon Us. You acknowledge and agree that You have not relied and do not rely on such predictions, statistics or information to determine whether to enter into this Agreement.

6.2 No warranty that the Event will proceed without variation or cancellation

You acknowledge and agree that the Event is subject to variation as provided in clause 20 (Variation of Event) and neither We nor the Host makes or has made any binding warranty, promise or representation that:

(a) the Event will proceed on the date(s) or at the venue proposed in the Sponsorship Prospectus, or at all; and/or

(b) the Event programme will proceed as advertised or that the speakers, entertainers or other participants will be as advertised.

7 GST

7.1 GST to be paid on taxable supplies

All consideration provided for a supply under this Agreement or referred to in the Sponsorship Prospectus is calculated exclusive of GST unless the contrary is clear. If the Sponsorship Contribution consists of the supply of goods or services in-kind, the parties will apply the Australian Taxation Office’s published Practical Compliance Guideline and agree that, in accordance with that Guideline, no tax invoices need to be swapped.

7.2 If the GST rate is varied

Sponsorship Contributions and other monies payable under this Agreement are expressed in the Sponsorship Prospectus at the rate prevailing at the time of its publication. If the GST rate is subsequently varied at any time before payment is made under this Agreement, You agree that You must pay GST on the relevant taxable supply at the varied rate and that We may reissue, or separately issue any invoice submitted to You to include or recover GST at the varied rate.

8 Cancellation and postponement of the Event

8.1 Acknowledgement by Sponsor

You acknowledge and agree that the Event may be cancelled from time to time for many different reasons, including but not limited to circumstances beyond Our control and/or the Host’s control.

8.2 Host and Expert Events not liable if the Event is cancelled

Subject to clause 8.4, You agree that neither the Host nor We have any liability to You for any losses, damage, liability or claim caused directly or indirectly by cancellation of the Event for any reason whatsoever.

8.3 Postponed or “brought forward” Event

If We or the Host determine to postpone or hold the Event at a different date to that specified in the Sponsorship Prospectus, You agree that the Event is deemed not to have been cancelled and the provisions of clause 20 (Variation of Event) will apply.

8.4 Consequences of cancellation of Events

Where an Event is cancelled (but not postponed or brought forward):

(a) We must promptly notify You of such cancellation;

(b) if the Sponsorship Contribution consists of goods in-kind that are not perishable and can be returned to You and You notify Us that You desire the return of the goods, We will allow You to take back all the goods that have been delivered. In that event We have no further obligations under this Agreement; and

(c) if the Sponsorship Contribution consists of money that has been received by Us or the Host, perishable goods delivered that cannot be returned, or services that have been rendered, You will receive a full refund of such money or the reasonable agreed value of such goods or services.

9 Cancellation of sponsorship by You

9.1 Your cancellation rights

You may cancel Your Sponsorship at any time for any reason by written notice to Us ("Cancellation Notice"), whereupon:

(a) this Agreement is terminated and Your sponsorship and Sponsorship Benefits are cancelled, immediately when We receive Your Cancellation Notice;

(b) if We receive Your Cancellation Notice before the Cancellation Deadline, You are entitled to a 50% reduction in the Sponsorship Contribution. To the extent that You have not paid 50% of the Sponsorship Contribution by the date of Your Cancellation Notice, You must make payment with Your Cancellation Notice. If You have already paid more than 50% of the Sponsorship Contribution by the date of Your Cancellation Notice, We will refund the excess within 14 days;

(c) if We receive Your Cancellation Notice after the Cancellation Deadline You must, with Your Cancellation Notice, make payment of the whole of the Sponsorship Contribution, or such part of it as may be unpaid as at that date and You are not entitled to a refund; and

(d) A Cancellation Notice is not valid unless it is accompanied by payment (if payment is required) as provided under this clause 9.1

10 Warranties by Both Parties

10.1 Warranties

Each party warrants that:

(a) by entering into and performing its obligations under this Agreement, it will not breach any agreement, duty or obligation of any kind;

(b) it has not suffered, nor been threatened with an Insolvency Event; and

(c) the use, by the other party, of its Intellectual Property, as permitted under this Agreement, will not infringe the Intellectual Property rights of any third party.

11 Sponsor to provide materials and information

11.1 Sponsor to provide in timely manner

You must, within the times We may request, and in such form as We require, provide to Us (if You have not already done so) all information, banners, images, promotional materials and other documents, works and things which may be required to enable the supply of the Sponsorship Benefits. Neither We nor the Host are liable to You for any delay in or failure to provide Sponsorship Benefits if You do not comply with this clause.

11.2 Sponsor warranties

You warrant that the information and materials provided under clause 11.1 are accurate, not misleading or deceptive, comply with all applicable laws and that they do not defame any person or infringe the Intellectual Property or other legal rights of any person.

12 Announcements and Publications

12.1 Expert Events may refer to Sponsor in promotional materials for the Event

We may, on any website for the Event, and in any other materials published in any medium for promotion of the Event, refer to You as a sponsor of the Event.

11.2 Sponsor may direct promotional references

We agree that:

(a) Unless expressly required by this Agreement (as a Sponsorship Benefit), You may give Us reasonable directions concerning any references to You, Your products or services in promotional materials published for the Event; and

(b) We will make reasonable endeavours to comply with Your directions under paragraph (a) of this clause, provided that the directions are in Our opinion:

(i) given by You in a timely manner;
(ii) appropriate to the medium of publication and promotion; and
(iii) proportionate and reasonable, to the classification and level of Your sponsorship, and by comparison with the promotion of other sponsors.

13 Termination

13.1 Termination for cause—general

A party to this Agreement (the “Terminating Party”) may, at its option, by written notice to the other party, terminate this Agreement with immediate effect if:

(a) the other party is subject to an Insolvency Event;

(b) the other party commits a breach of any term or warranty of this Agreement which is capable of rectification but is not rectified to the reasonable satisfaction of the Terminating Party within a reasonable period, given the proximity of the breach to the Event date(s) after receipt of a notice by the other party specifying the breach; or

(c) the other party commits a breach of any term or warranty of this Agreement which is not capable of rectification in the reasonable opinion of the Terminating Party.

13.2 Termination by Us for non-payment

We may terminate this Agreement by written notice to You if You fail to pay monies payable under this Agreement by the due date for payment.

13.3 Termination for disrepute

We may terminate this Agreement with immediate effect by written notice to You if You commit (or have committed) any act or omission which, in Our reasonable opinion, may materially damage Our reputation, the reputation of the Host or the reputation of the Event.

13.4 Sole rights of termination

The rights of termination in this clause 13 and otherwise expressly set out in this Agreement are the sole rights of termination exercisable by the parties, but in all other respects the common-law rights and remedies of the parties are preserved. For example, on termination of this Agreement for default, a party may exercise its right to claim damages from the defaulting party.

13.5 Consequences of termination

On termination of this Agreement by either party:

(a) for any reason, You must cease referring to Yourself as a sponsor of the Event;

(b) for any reason, We must, to the extent that it is practicable for Us to do so:

(i) cease making further references to You as a sponsor of the Event; and
(ii) delete or destroy all information, promotional and other materials in Our possession that contain any such reference;

(d) for any reason, such termination is without prejudice to any and all rights and remedies which had accrued to the benefit of the parties to the date of termination.

14 Limitation of Liability

14.1 Limitation

(a) The Host’s and Our total aggregate liability and the liability of the Host’s and Our employees, agents and contractors, for breach of this Agreement, for negligence or other tort and any other cause of action, will not exceed a sum being the equivalent of the total of the Sponsorship Contribution.

(b) The word “liability" (in the phrase “total aggregate liability” in paragraph (a)) means liability however arising in contract, in tort or in equity and whether the conduct giving rise to such liability was wilful, negligent or otherwise, whether such liability arose in Queensland, or in some other jurisdiction, and for any loss (including personal injury), damage or expense (including legal costs and disbursements).

(c) Where the Host’s or Our liability arises in connection with the supply of services under statute (including but not limited to the Competition and Consumer Act 2010 (Cth)), then to the extent permissible by law, the Host’s and Our liability is limited (at Our option), in aggregate, to supplying those services or the Sponsorship Benefits again, or the cost of supplying those services or the Sponsorship Benefits again.

15 Your breach may cause us liability to third parties

15.1 Losses recoverable by Us

You acknowledge and agree that:

(a) Your negligence or breach of this Agreement or of the Venue Rules may cause us to be in breach of contractual obligations (including indemnities) or other duties or obligations that We or the Host may have to the Venue operator or other third parties, such as other sponsors, exhibitors, or attendees of the Event; and

(b) Any loss or liability We incur to the Venue operator or any other third party, as a direct or indirect consequence of any such negligence or breach by You, is a reasonably foreseeable loss recoverable by Us from You.

16 Indemnity and Release

16.1 Indemnity and release

You must indemnify, and hereby release the Host and Us from and against all claims, actions, demands, losses, liability, cost or expenses sustained by the Host and/or Us (including any claims, actions or demands made or brought by the Venue operator, attendees of the Event and other third parties), caused in whole or in part by, or arising in connection with:

(a) Your breach of this Agreement;

(b) Your negligence or other tort;

(d) Your breach of any other legal duty or obligation;

(e) the presence, use, display, transportation, construction, installation, display or removal of any promotional materials or content,

and for the avoidance of doubt this indemnity applies to:

(f) claims, actions and demands made on the basis of any cause of action;

(g) claims, actions and demands for loss of any kind including but not limited to personal injury, loss of or damage to property of any person (including but not limited to the venue operator), loss of the kind referred to in clause 15, infringement of Intellectual Property, damage to reputation, economic loss, indirect loss and consequential losses; and

(h) legal costs and disbursements on a full indemnity basis.

This indemnity is not Our or the Host’s sole remedy for the matters referred to in this clause. We and the Host may, in addition, or in the alternative, pursue any other remedy under this Agreement or under the law.

17 Virtual Events

If the Event is wholly or partly to be staged by virtual (i.e., online) means, the Event, or that part of it that is so staged:

(a) the provisions in this Agreement that, in practice, can only apply to a “face-to-face” event, do not apply; and

(b) You must comply with the rules of participation posted to the relevant online platform or website, as the case may be.

18 Intellectual Property

18.1 No transfer of Intellectual Property

Nothing in this Agreement constitutes a transfer of any Intellectual Property of a party to the other party. The rights conferred on each party to use the Intellectual Property of the other party rest in contract only. For the avoidance of doubt, all Intellectual Property in a work created by a party for the purposes of the Event and the performance of a party’s obligations under this Agreement remains the property of the party that created that work.

18.2 Licence of Your Intellectual Property to Us

(a) You grant to Us a licence (in this clause, the “Licence”) to use Your Intellectual Property for the sole purposes of providing the Sponsorship Benefits and otherwise performing Our obligations and exercising Our rights under this Agreement.

(b) The Licence is:

(i) worldwide;
(ii) non-exclusive;
(iii) non-transferrable, except in the case of permitted assignment or novation of this Agreement;
(iv) sublicensable but only for the purposes of engaging any sub-contractor to assist in promoting, organising, staging and holding the Event or to provide the Sponsorship Benefits; and
(v) fee-free.

19 Confidential Information

19.1 Non-disclosure and restricted copying

A party must not disclose any Confidential Information to a third party.

19.2 Exceptions to non-disclosure

Notwithstanding the preceding clause, a party may disclose Confidential Information of the other party if the disclosure is:

(a) necessary to perform its obligations under this Agreement

(b) legally compelled by a court or other authority of competent jurisdiction;

(c) made to a legal adviser, patent attorney or other professional adviser to whom a copy of this Agreement is supplied; or

(d) made with the prior written consent of the other party, which may grant or withhold its consent in its absolute discretion.

20 Variation of Event

20.1 We/Host may vary Event

You acknowledge and agree that the Event is subject to variation by Us and/or the Host at any time and from time to time, subject to clause 20.2, without liability to You, including but not limited to changes to:

(a) the venue or the location of the Event or components of the Event within the venue;

(b) the date(s) of the Event;

(d) the speakers, entertainers and other presenters;

(e) the social programme and any venue for dinners and other social events.

If (and only if) the Event is postponed or moved to a different primary venue, reasonable endeavours will be made to give You notice (in this clause 20, a “Variation Notice”) and clause 20.2 applies. In all other cases, details of material changes will be posted to the Event Website. You are responsible for checking for such notifications/alerts prior to the Event

20.2 Consequences of postponement or change of venue

On receipt of a Variation Notice, at Your option You may:

(a) within 14 days, notify Us in writing (see clause 22) that You cannot, or do not wish to, participate as a Sponsor of the Event as varied, in which case, subject to proof of purchase, a refund of monies actually received is your sole entitlement and neither We nor the Host will be liable for any losses you incur as a consequence of such postponement, including but not limited to transportation or accommodation costs; or

(b) notify Us that you wish to Sponsor the Event at its new (postponed) date(s) and/or venue, in which case, the monies paid by you will be retained.

Important: If, within 14 days of the date of the Variation Notice, We do not receive Your notice under paragraph (a) of this subclause, you are deemed to have accepted the variation of the Event at its new (postponed) date(s) and/or venue, on these terms and conditions and the monies you have paid will be retained as payment for Your participation as a Sponsorship of the Event as varied.

21 Assignment and Novation

21.1 Sponsor not to assign etc.

You must not assign or novate this Agreement without Our prior written consent.

21.2 Expert Events may novate or assign

We may novate or assign this Agreement:

(a) to any party nominated by Us or the Host;

(b) to any substitute conference organiser or event manager that may be engaged by the Host.

If We or the Host wish to assign or novate this Agreement, We will give written notice to You and will provide an assignment or novation deed or agreement to You, which provides, among other things, that:

(d) the assignee agrees to comply with any provisions of this Agreement and perform any outstanding obligations under this Agreement; and

(e) You release the Host’s and Our further liability under this Agreement and in connection with the Event,

and You must duly execute and deliver that document promptly to Us.

22 Notices

22.1 How given

Any notice, approvals, request or demand or other communication (“notice”) to be given under this Agreement must be in writing and must be delivered by hand (whether by the party or a courier), sent by ordinary or registered mail, or by email. Notices to Us must be sent to the following addresses:

Mail or hand delivery: Suite 11, 137–143 Racecourse Road, Ascot, Queensland 4007
Attention: Lisa Bentley
Email: admin@expertevents.com.au

or such other address that We may notify You, in writing, from time to time. Notices to You must be sent to the addresses specified by You in the Sponsorship Application.

A notice may be given by an employee or agent (including a legal advisor) of the party giving the notice.

22.2 When served

A notice given:

(a) by hand will be served upon delivery;

(b) by post will be regarded as having been served three (3) days after posting;

(c) by email is served on the day of transmission in the location of the recipient, unless the sender’s machine generates a report that the email was not sent at all or in its entirety. If the email has not been completely transmitted by 5 pm (determined by reference of the time of day at the recipient’s address) it will be regarded as having been served on the next business day; and

(d) on a day other than a business day will be regarded as having been served on the first business day (determined by reference of the time of day at the recipient’s address) after such day. For the purposes of this clause, a “business day” is a day other than a Saturday, Sunday or public holiday at the recipient’s address.

23 Governing Law and Jurisdiction

23.1 Queensland law and jurisdiction

This Agreement shall be created, performed, interpreted and enforced in accordance with the laws applicable in Queensland, Australia and the parties submit to the nonexclusive jurisdiction of the courts of that place.

24 Contracting out of statutes for frustration of contract

24.1 Contracting out of applicable statutes:

The parties agree that, to the extent that it is legally permissible to contract out of those laws:

(a) the Frustrated Contracts Act 1978 (NSW) does not apply to this Agreement;

(b) the parties intend this clause 24 to regulate their bargain to the exclusion of the provisions for frustrated contracts contained in the Australian Consumer Law and Fair Trading Act 2012 (Vic) and the Frustrated Contracts Act 1988 (SA); and

25 Further Assurances

25.1 Parties to do all things necessary

Each party must take all steps, execute all documents and do everything reasonably required by any other party to give effect to the intent of this Agreement and to the intent of any of the transactions contemplated by this Agreement.

********* fin *********

PARTIES:

EXPERT EVENTS PTY LIMITED (ABN 35 619 941 561) of Suite 11, 137-143 Racecourse Road, Ascot, Queensland 4007 (“We”, “Us”, “Our”)

and

THE EXHIBITOR IDENTIFIED IN THE EXHIBITOR APPLICATION, OF WHICH THIS AGREEMENT COMPRISES ANNEXURE "A" (“You”, “Your”)

BACKGROUND:
You wish to exhibit Your products or services at the Event on the terms and conditions contained in this Agreement, and, in response to the Exhibition Prospectus, have submitted an Exhibitor Application to Us.

OPERATIVE PROVISIONS:

1. INTERPRETATION

1.1 Definitions
Where used in this Agreement the following expressions have the following respective meanings:

Expression	Meaning
Agreement	This document, any annexures or other documents incorporated by reference, including the Exhibition Prospectus and the Exhibitor Application
Confidential Information	Information pertaining to the subject matter of this Agreement, a party’s employees, agents and contractors, a party’s customers or suppliers, a party’s finances, business and marketing plans, transactions and activities, a party’s products and/or services and a party’s Intellectual Property. The expression includes information no matter how or when it is received and whether the information is marked or labelled “confidential”, “secret” or otherwise.
Event	The conference or event identified in the Exhibition Prospectus and the Exhibitor Application
Exhibition	Your exhibition stand, booth, stall or other promotional structure or presence at the Event
Exhibition Fee	The sum(s) of money that You must to pay under this Agreement, as specified in the Exhibition Prospectus
Exhibition Materials	All things and materials You or Your contractors bring onto the Venue premises for the purposes of the Exhibition and includes (without limitation) all structural and build-materials, tools, equipment, products, promotional gifts, promotional materials, displays, banners, advertisements, images and videos, interactive presentations and sound or image broadcasts
Exhibition Prospectus	The document inviting exhibitors for the Event, in response to which You have submitted Your Exhibitor Application
Exhibitor Application	The form entitled “Exhibitor Application” completed and submitted by You to Us, of which this Agreement comprises Annexure "A"
Exhibitor Entitlements	The benefits to be provided to You in exchange for the Exhibition Fee under this Agreement as specified in the Exhibition Prospectus
GST	The tax imposed or assessed by the A New Tax System (Goods & Services Tax) Act 1999 (Cth), as amended from time to time and associated legislation
Host	The person, company or organisation that has engaged Us to provide event-management services as its agent in connection with the Event, as specified in the Exhibition Prospectus
Insolvency Event	Any form of administration in insolvency including bankruptcy, liquidation, receivership or voluntary administration, compromise with creditors, ceasing to trade or being unable to pay debts as they fall due
Intellectual Property	All forms of intellectual property throughout the world including patents, petty patents, innovation patents, patentable inventions, know-how, trade marks (whether registered or unregistered), copyright, registered and registrable designs, circuit layout rights, plant variety rights, applications for registration of any of the foregoing and rights to apply for registration of any of the foregoing, and whether existing under statute or common law or otherwise
Venue	The venue for the Event as specified in the Exhibition Prospectus and the Exhibitor Application
Venue Rules	All rules applicable to the installation, presentation, removal and use of Your Exhibition and Exhibition Materials and to the conduct and attire of exhibitors and Attendees and includes all directions made from time to time by Venue-operator staff or its authorised contractors.

1.2 Interpretation
The following rules apply in interpreting this Agreement, except where the context makes it clear that a rule is not intended to apply:

(a) Headings and catchwords are for convenience only, and do not affect interpretation;

(b) A reference to:

(d) A word which suggests one gender includes any gender;

(e) If a word is defined, another part of speech has a corresponding meaning;

(f) If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing;

(g) Specifying anything in this document after the words including or includes or similar expressions does not limit what else might be included unless there is express wording to the contrary;

(h) A reference to dollars or $ is to an amount in Australian currency unless otherwise specified;

(i) Interpretation of any covenant clause or word mentioned herein shall not be restricted by reference to any other covenant clause or word mentioned herein or by the juxtaposition of the same; and

(j) This Agreement constitutes the entire agreement between the parties concerning the subject matter herein and no discussion or correspondence referring to that subject matter shall be binding unless incorporated in this document.

2 Expert Events is agent for the Host

2.1 Capacity

3 Exhibition Prospectus and Exhibitor Application

3.1 This Agreement applies if We accept Your Exhibitor Application

This Agreement applies if and commences when We accept Your Exhibitor Application. We may reject Your Exhibitor Application for any reason We deem fit, including insufficient Venue space for Your Exhibition and/or that any limit on the number Exhibitors of a particular classification or level has been reached.

3.2 Your acknowledgement and warranty re Exhibition Prospectus and Exhibitor Application

You acknowledge and warrant that:

(a) You have received and read the Exhibition Prospectus thoroughly;

(b) the information You have provided in Your Exhibitor Application is true and correct in all respects;

(c) You are not aware of any fact or circumstance, whether actual or potential, that would cause You to breach any of the provisions of this Agreement, or that may entitle us to terminate it; and

(d) We may reject Your Exhibitor Application for any reason We deem fit.

4 Exhibitor Entitlements

4.1 Provision of the Exhibitor Entitlements

You will be provided with the Exhibitor Entitlements:

(a) subject to Your compliance with, and on the terms and conditions of, this Agreement;

(b) as specified in the Exhibition Prospectus and the Exhibitor Application;

(d) subject to Your compliance with, and in accordance with, the Venue Rules.

4.2 Exhibitor Entitlements not exclusive

Unless expressly specified to the contrary in the Exhibition Prospectus and the Exhibitor Application, this Agreement and the Exhibitor Entitlements are not exclusive to You in any respect and We may engage other exhibitors for the Event, including exhibitors whose products or services may compete with Yours.

5 Venue Rules

5.1 Exhibitor Entitlements subject to Venue Rules

You:

(a) agree that provision of the Exhibitor Entitlements is subject to, and to Your compliance with, the Venue Rules;

(b) warrant that, if You commence delivery to or construction of Your Exhibition at, the Venue, You have received a copy of the Venue Rules, or otherwise accessed them, and have thoroughly acquainted Yourself, Your staff and contractors with their requirements and where necessary, have given a copy of the Venue Rules to Your contractors;

(d) must comply with any directions given by Venue staff or any authorised contractor of the operator of the Venue; and

(e) must notify Us immediately in writing and provide such information as We require, if You become aware of any breach of the Venue Rules.

6 Certain promises regarding Event are excluded

6.1 No warranty re success of the Event

You acknowledge and agree that neither We nor the Host make or have made any binding warranty, promise, representation or prediction concerning:

(a) the number and types of the businesses, products or services that will be exhibited or otherwise promoted at the Event;

(b) the number of persons who shall attend the Event, their seniority or status, or the nature of the businesses they may represent; and/or

Any predictions We or the Host may make or have made concerning the Event, or information or statistics that We or the Host may provide or have provided concerning previous events, are/were provided in good faith, but they are not binding upon Us. You acknowledge and agree that You have not relied and do not rely on such predictions, statistics or information to determine whether to enter into this Agreement.

6.2 No warranty that Event will proceed without variation or cancellation

You acknowledge and agree that the Event is subject to variation as provided in clause 12 and neither We nor the Host make or have made any binding warranty, promise or representation that:

(a) the Event will proceed on the date(s) or at the venue proposed in the Exhibition Prospectus, or at all; and/or

(b) the Event programme will proceed as advertised or that the speakers, entertainers or other participants will be as advertised.

7 Exhibition Fees

7.1 Payment of the Exhibition Fees

You must pay the Exhibition Fees and any applicable GST in the amount specified in the Exhibition Prospectus.

7.2 When payment is required

You must pay the Exhibition Fees and GST in full:

(a) within 14 days of the date of a tax invoice submitted by the Host or Us; or

(b) before You bring (or cause to be brought) any Exhibition Materials or other property on or into the Venue,

whichever is earlier.

7.3 Suspension of Exhibitor Entitlements etc.

If You do not comply with this Agreement in any respect, including if You do not pay the Exhibition Fee by the date(s) specified in the Exhibition Prospectus:

(a) We may suspend provision of the Exhibitor Entitlements; and/or

(b) We may refuse You, Your contractors and Your Exhibition Materials access or entry into the Venue, until You have fully complied with Your obligations. The exercise of this remedy is not Our exclusive remedy and We may exercise any other remedy available to Us under this Agreement or under the law.

8 GST

8.1 Exhibitor must pay GST

Exhibition Fees and other payments under this Agreement and in the Exhibition Prospectus and the Exhibitor Application are expressed exclusive of GST unless otherwise specified. You must pay, in addition to the Exhibition Fees and any other payments required under this Agreement, the sum calculated as the GST on those payments.

8.2 If GST rate is varied

Exhibition Fees and other monies payable under this Agreement are expressed in the Exhibition Prospectus at the rate prevailing at the time of its publication. If the GST rate is subsequently varied at any time before payment is made under this Agreement, You agree that You must pay GST on the relevant taxable supply at the varied rate and that We may reissue, or separately issue any invoice submitted to You to include or recover GST at the varied rate.

9 Warranties

9.1 Warranties by both parties

Each party warrants that:

(a) it will not breach any agreement, duty or obligation of any kind by entering into and performing its obligations under this Agreement; and

(b) it has not suffered, nor been threatened with an Insolvency Event.

9.2 Warranties by Exhibitor

You warrant and agree that:

(a) You have received and reviewed the Venue Rules and Your Exhibition does not and will not breach the Venue Rules; and

(b) if Your Exhibition is to be constructed by You or Your contractors, You or Your contractors (as the case may be) are, or will be, sufficiently skilled, licensed, qualified and experienced to undertake the works, having regard to their type, construction method, materials, size, scale and location;

(d) the Exhibition Materials and Your Exhibition:

(i) and its construction will not create a risk to the health and safety of any person;
(ii) are or will be constructed or installed to a quality and standard that is equal or better than a reasonable standard in the circumstances;
(iii) will not damage the reputation of the Event, the Host, Us or the Venue;
(iv) do not and will not infringe the Intellectual Property, contractual, confidentiality, privacy or other legal rights of any person;
(v) are not and will not be misleading or deceptive in any respect, or contain any misrepresentation of any kind;
(vi) are not and will not be derogatory or defamatory of any person, organisation or product of any kind; and
(vii) are not and will not be likely to be considered by a reasonable person to be offensive or otherwise inappropriate for display at the Event.

10 Exhibitor to Provide Particulars of Exhibition Materials and Information

10.1 Exhibitor to provide information on request

You must, when requested by Us or the Venue operator, promptly provide particulars of all Exhibition Materials and any information concerning Your proposed Exhibition or its construction. Neither We nor the Host will be liable for any delay in or failure to provide Exhibitor Entitlements if You do not comply with this clause.

11 Cancellation of Event; Cancellation of Your Participation as Exhibitor

11.1 Acknowledgement by Exhibitor

You acknowledge and agree that the Event may be cancelled at any time and from time to time for any reason, including but not limited to circumstances beyond the Host’s or Our control or the control or of the operator of the Venue.

11.2 Host and Expert Events not liable if Event cancelled

Subject to clause 11.4, You agree that We and the Host are not liable for any losses, damage, liability or claim caused to You directly or indirectly by cancellation of the Event for any reason whatsoever.

11.3 Postponed or “brought forward” Event

If We or the Host determine to hold the Event at a different date (whether before or after the date proposed for the Event noted in the Exhibition Prospectus) the Event is deemed not to have been cancelled and clause 12 applies.

11.4 Consequences of cancellation of Event

If the Event is cancelled (but not postponed or brought forward):

(a) We must promptly notify You of cancellation; and

(b) all Exhibition Fees received will be refunded to You in full.

11.5 Your cancellation of participation as an Exhibitor at the Event

You may cancel Your participation at the Event by written notice to Us at any time and for any reason. If You give Us such notice:

(a) You will not be admitted to the Venue as an Exhibitor and the space allocated to You may be sold/reserved to someone else; and

(b) You must pay (or if You have paid the Exhibition Fee in full, We may retain) such portion of the Exhibition Fee (and GST thereon) as is set out in the cancellation scale contained in the Exhibition Prospectus, which sets out the portion payable by reference to the date that We receive Your notice (see clause 24).

12 Variation of Event

12.1 Expert Events/Host may vary Event

You acknowledge and agree that the Event is subject to variation by Us and/or the Host at any time and from time to time, subject to clause 12.2, without liability to You, including but not limited to changes to:

(a) the venue or the location of the Event or components of the Event within the venue;

(b) the date(s) of the Event;

(d) the speakers, entertainers and other presenters;

(e) the social programme and any venue for dinners and other social events.

If (and only if) the Event is postponed or moved to a different primary venue, reasonable endeavours will be made to give You notice (in this clause 12, a “Variation Notice”) and clause 12.2 applies. In all other cases, details of material changes will be posted to the Event Website. You are responsible for checking for such notifications/alerts prior to the Event.

12.2 Consequences of postponement or change of venue

On receipt of a Variation Notice, at Your option You may:

(a) within 14 days, notify Us in writing (see clause 24) that You cannot, or do not wish to, participate as an Exhibitor at the Event as varied, in which case, subject to proof of purchase, a refund of monies actually received is your sole entitlement and neither We nor the Host will be liable for any losses you incur as a consequence of such postponement, including but not limited to transportation or accommodation costs; or

(b) notify Us that you wish to participate as an Exhibitor at the Event at its new (postponed or “brought forward”) date(s) and/or venue, in which case, the monies paid by you will be retained.

Important: If, within 14 days of the date of the Variation Notice, We do not receive Your notice under paragraph (a) of this subclause, you are deemed to have accepted the variation of the Event at its new (postponed or “brought forward”) date(s) and/or venue, on these terms and conditions and the monies you have paid will be retained as payment for Your participation as an Exhibitor at the Event as varied.

13 Your Breach may cause Us Liability to Third Parties

13.1 Losses recoverable by Us

You acknowledge and agree that:

14 Termination of this Agreement

14.1 Termination for cause

A party to this Agreement (the “Terminating Party”) may, at its option, by written notice to the other party, terminate this Agreement with immediate effect if:

(a) the other party is subject to an Insolvency Event;

(c) the other party commits a breach of any term or warranty of this Agreement which is not capable of rectification in the reasonable opinion of the Terminating Party.

14.2 Termination by Us for non-payment

We may terminate this Agreement by written notice to You if You fail to pay monies payable under this Agreement by the due date for payment.

14.3 Termination for disrepute

We may terminate this Agreement with immediate effect by written notice to You if You commit an act or omission which, in Our reasonable opinion, has materially damaged or is likely to materially damage Our reputation or that of the Host or the Event.

14.4 Sole rights of termination

The rights of termination in this clause 14 and otherwise expressly set out in this Agreement are the sole rights of termination exercisable by the parties, but in all other respects the common-law rights and remedies of the parties are preserved. For example, on termination of this Agreement for default, a party may exercise its right to claim damages from the defaulting party unless otherwise expressly excluded under this Agreement.

14.5 Consequences of termination

On termination or expiry of this Agreement by either party for any reason:

(a) all Exhibitor Entitlements cease;

(b) excepting only in the case of termination by You under clause 14.1, You must pay all Exhibition Fees payable under this Agreement that are due and payable under this Agreement up to an including the date of termination;

(d) each party must cease making further use of the Intellectual Property of the other party;

(e) such termination is without prejudice to any and all rights and remedies which had accrued to the benefit of the parties to the date of termination; and

(f) all rights and obligations of the parties survive such expiry or termination if they are, by express provision or by reasonable implication, intended to so survive.

15 Intellectual Property

15.1 No transfer of Intellectual Property

15.2 Licence of Your Intellectual Property to Us

(a) You grant to Us a licence (in this clause, the “Licence”) to use Your Intellectual Property for the sole purposes of providing the Exhibitor Entitlements and otherwise performing Our obligations and exercising Our rights under this Agreement.

(b) The Licence is:

(i) worldwide;
(ii) non-exclusive;
(iii) non-transferrable, except in the case of permitted assignment or novation of this Agreement;
(iv) sub-licensable but only for the purposes of engaging any subcontractor to assist in promoting, organising, staging and holding the Event or to provide the Exhibitor Entitlements; and
(v) fee-free.

(c) You warrant that Our use of Your Intellectual Property under the Licence will not infringe the Intellectual Property rights or other legal rights of any person.

16 Confidential Information

16.1 Non-disclosure and restricted copying

Subject to clause 16.2, a party must not disclose any Confidential Information to a third party.

16.2 Exceptions to non-disclosure

Notwithstanding the preceding clause, a party may disclose Confidential Information of the other party if the disclosure is:

(a) legally compelled by a court or other authority of competent jurisdiction;

(b) made to a legal adviser, patent attorney or other professional adviser to whom a copy of this Agreement is supplied; or

(c) made with the prior written consent of the other party, which may grant or withhold its consent in its absolute discretion.

17 Announcements and Publications

17.1 Announcements

The parties agree that:

(a) We and the Host may make announcements or publish materials at any time, referring to You, Your products and services for the reasonable promotion of the Event; and

(b) with the sole exception of the reasonable promotion of Your participation in the Event as an exhibitor, You must not make announcements or publish materials referring to Us, the Host or the Event, without Our prior written approval, which approval will not be unreasonably withheld.

18 Health and Safety

18.1 Exhibitor Responsible for Health and Safety

You acknowledge and agree that You are responsible for ensuring that Your Exhibition and the construction, installation, display and removal of Your Exhibition and the Exhibition Materials will not place any person at risk of injury or illness. To the extent that any such work includes or comprises a construction project or building works (and unless the Venue Rules provide to the contrary) You agree that You are the “principal contractor” and must discharge the duties of a principal contractor for the purposes of all work, health and safety laws and obligations.

19 Indemnity and Release

19.1 Indemnity and release

(a) Your breach of this Agreement;

(b) Your negligence or other tort;

(d) Your breach of any other legal duty or obligation;

(e) the transportation, construction, installation, display or removal of the Exhibition or the Exhibition Materials,

(f) the presence, use or display of the Exhibition or the Exhibition Materials;

and for the avoidance of doubt this indemnity applies to:

(g) claims, actions and demands made on the basis of any cause of action;

(h) claims, actions and demands for loss of any kind including but not limited to personal injury, loss of or damage to property of any person (including but not limited to the Venue and the Exhibition Materials), loss of the kind referred to in clause 13, infringement of Intellectual Property, damage to reputation, economic loss, indirect loss and consequential losses; and

(i) legal costs and disbursements on a full-indemnity basis.

20 Limitation of Liability

20.1 Limitation

(a) The Host’s and Our total aggregate liability and the liability of the Host’s and Our employees, agents and contractors, for breach of this Agreement, for negligence or other tort and any other cause of action will not exceed a sum being the equivalent of the total of the Exhibition Fees.

(b) The word “liability” (in the phrase “total aggregate liability” in paragraph (a)) means liability however arising in contract, in tort or in equity and whether the conduct giving rise to such liability was wilful, negligent or otherwise, whether such liability arose in Queensland, or in some other jurisdiction, and for any loss (including personal injury), damage or expense (including legal costs and disbursements).

(c) Where the Host’s or Our liability arises in connection with the supply of services under statute (including but not limited to the Competition and Consumer Act 2010 (Cth)), then to the extent permissible by law, the Host’s and Our liability is limited (at Our option), in aggregate, to supplying those services or Exhibitor Entitlements again, or the cost of supplying those services or Exhibitor Entitlements again.

21 Virtual Events

If the Event is wholly or partly to be staged by virtual (i.e., online) means, the Event, or that part of it that is so staged:

(a) provisions in this Agreement that, in practice, can only apply to a “face-to-face” event, do not apply to that portion of the Event that is to be staged by virtual means; and

(b) You must comply with the rules of participation posted to the relevant online platform or website, as the case may be.

22 Assignment and Novation

22.1 Exhibitor not to assign etc.

You must not assign or novate this Agreement without Our prior written consent.

22.2 Expert Events may novate or assign

We may novate or assign this Agreement:

(a) to any party nominated by Us or the Host;

(b) to any substitute conference organiser or event manager that may be engaged by the Host.

We will give written notice to You and will provide an assignment or novation deed or agreement to You, which provides, among other things, that:

(d) the assignee agrees to comply with and provisions of this Agreement and perform any outstanding obligations under this Agreement; and

(e) a release of the Host’s and Our further liability,

and You must duly execute and deliver that document promptly to Us.

23 Notices

23.1 How given

Mail or hand delivery: Suite 11, 137–143 Racecourse Road, Ascot, Queensland 4007
Attention: Lisa Bentley
Email: admin@expertevents.com.au

or such other address that We may notify You, in writing, from time to time. Notices to You must be sent to the addresses specified by You in the Exhibitor Application. A notice may be given by an employee or agent (including a legal advisor) of the party giving the notice.

23.2 When served

A notice given:

(a) by hand will be served upon delivery;

(b) by post will be regarded as having been served three (3) days after posting;

24 Governing Law and Jurisdiction

24.1 Queensland law and jurisdiction

This Agreement shall be created, performed, interpreted and enforced in accordance with the laws applicable in Queensland, Australia and the parties submit to the non-exclusive jurisdiction of the courts of that place.

25 Further Assurances

25.1 Parties to do all things necessary

********* fin *********

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