Terms and Conditions

1.   DEFINITIONS & INTERPRETATION

1.1   Definitions

In these Terms and Conditions unless inconsistent with the context or subject matter the following terms have the corresponding definitions:

(a) ACL: means the Australian Consumer Law (as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth)).

(b) Address for Service: a party’s email address or address advised by the party to the other party in writing from time to time. 

(c) Applicable Laws: any laws governing or affecting the arrangements contemplated by these Terms and Conditions. 

(d) Commencement Date: the date these Terms and Conditions are entered into. 

(e) Commercial Rights: any and all rights of a commercial nature connected with the Event, including without limitation, Intellectual Property Rights, image rights, broadcasting rights, new media rights, endorsement and official supplier rights, sponsorship rights, merchandising rights, licensing rights, advertising rights and hospitality rights.

(f) Confidential Information: has the meaning given in clause 18.

(g) Corporations Act: the Corporations Act 2001 (Cth).

(h) Delegate: any attendee of an Event.

(i) Designation: the designation specified in the Schedule.

(j) Event: any event, course or program provided by the Organiser, the details of which are set out in the Schedule.

(k) Event Date: the date of the start of the Event as set out in the Schedule, and as amended from time to time in accordance with these Terms and Conditions.

(l) Event Marks: the Organiser's Marks, and the Designation used singularly or collectively in association with the Event or in the exercise of the other Sponsorship Rights.

(m) Event Marks Guidelines: the Organiser's guidelines setting out the technical requirements for the reproduction of the Event Marks contained on the Organiser’s website and as amended by the Organiser from time to time by notice in writing to the Sponsor.

(n) Expiry Date: completion of the Event. 

(o) Force Majeure Event: events, circumstances or causes beyond a party’s reasonable control including (but not limited to):

     (i) strikes, lock-outs or other industrial action;

     (ii) civil commotion, riot, invasion, cyber-attack, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

     (iii) fire, explosion, storm, flood, earthquake, subsidence, epidemic, health emergencies, disease, or other natural disaster;

     (iv) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

     (v) interruption or failure of utility services (including the inability to use public or private telecommunications networks); and

     (vi) the acts, decrees, legislation, regulations or restrictions of any Government Agency, however does not include a lack of funds. 

(p) Government Agency: any government or governmental, administrative, monetary, fiscal or judicial body, department, commission, authority, tribunal, agency or entity in any part of the world.

(q) GST Law: has the same meaning as GST Law in the A New Tax System (Goods & Services Tax) Act 1999 (Cth).

(r) Insolvency Event:

     (i) a controller (as defined in section 9 of the Corporations Act), administrator or similar officer is appointed in respect of a person or any asset of a person;

     (ii) a liquidator or provisional liquidator is appointed in respect of a person;

     (iii) any application (that is not withdrawn or dismissed within seven days is made to a court for an order, or an order is made, or a meeting is convened or a resolution is passed, for the purpose of (i) appointing a person referred to in paragraph (i) or (ii) of this definition; (ii) winding up or deregistering a person; or (iii) proposing or implementing a scheme of arrangement of a person, other than with the prior approval of the Agent under a scheme of arrangement pursuant to Part 5.1 of the Corporations Act;

     (iv) any action, proceedings, procedure or step is taken for the purpose of implementing or agreeing (i) a moratorium of any indebtedness of a person; (ii) any other composition, compromise, assignment or arrangement with any creditor or creditors of a person; or (iii) any similar proceeding or arrangement by which the assets of a person are subjected conditionally or unconditionally to the control of its creditors or a trustee;

     (v) any event occurs in relation to a person in any jurisdiction that is analogous, or has a substantially similar effect, to those set out in paragraphs (i) to (iv) of this definition (inclusive); or

     (vi) a person is or admits in writing that it is, or is declared to be, or is taken under any applicable law to be (for any purpose), insolvent or unable to pay its debts.

(s) Intellectual Property Rights: all intellectual property rights of any kind, in any jurisdiction, subsisting now or in the future (including, without limitation, business, company or trade names, domain names, patents, inventions, copyright, design rights, know-how, trade marks, the right to sue for passing off and rights to use, and protect the confidentiality of, confidential information), whether registered or unregistered, and including the rights to apply for or renew the registration of any such rights and any rights the subject of any lapsed application or registration.

(t) Loss: any loss, liability, cost, charge, expense, tax, duty or damage of any nature whatsoever, including special, incidental, or consequential damages, losses or expenses (howsoever arising or caused, including, without limitation, negligence).

(u) Organiser's Marks: the trade marks to be used for all promotion, advertising and marketing of the Event, as set out in the Schedule and otherwise provided by the Organiser to the Sponsor, together with any associated artwork, designs, slogans, text and other collateral marketing signs of the Organiser that are to be used in connection with the Event.

(v) Personnel: the directors, officers, employees, contractors, suppliers, advisers or agents of a party.  

(w) Proprietor: the owner, occupier or licensee of the Venue.

(x) Schedule: the Schedule of details in respect of the sponsorship arrangement between the Sponsor and the Company which is provided by the Company to the Sponsor. 

(y) Sponsor Guidelines: the sponsor guidelines and rules provided by the Organiser to the Sponsor and as amended from time to time.

(z) Sponsor's Event Materials: any advertising or promotional materials or other materials and products produced by or on behalf of the Sponsor which associate the Sponsor or the Sponsor's Products with the Event, or which incorporate or are distributed in association with the Event Marks or at the Event, and includes (without limitation):

     (i) any such Sponsor's Products; and 

     (ii) the Sponsor's Promotional Items.

(aa) Sponsor's Marks: the trade marks as provided by the Sponsor to the Organiser in the Schedule, together with any accompanying artwork, design, slogan, text and other collateral marketing signs relating to the Sponsor as provided by the Sponsor to the Organiser from time to time. 

(bb) Sponsor's Products: the products or services of the Sponsor as specified in the Schedule and includes the Sponsor's Promotional Items.

(cc) Sponsor's Promotional Items: any article which is used to promote the Sponsor and or the sale of the Sponsor's Products at or in connection with the Event and which is distributed free of charge or sold at a subsidised price, and which bears or is distributed in association with the Event Marks, and includes any:

     (i) advertising materials and other placements;

     (ii) information relating to the Sponsor’s Products.

(dd) Sponsorship Category: the category of the Sponsor as specified in the Schedule.

(ee) Sponsorship Fee: the amounts payable to the Organiser in accordance with clause 4.

(ff) Sponsorship Rights: the bundle of rights granted to the Sponsor as set out in the Schedule.

(gg) State: New South Wales. 

(hh) Term: has the meaning given in clause 2.2.

(ii) Venue: means the venue set out in the Schedule.
 

1.2   Interpretation  

In these Terms and Conditions the following rules of interpretation apply, unless the contrary intention appears or context otherwise requires:

(a) Headings and subheadings are for convenience only and do not affect the interpretation of these Terms and Conditions.

(b) References to clauses, schedules, annexures, appendices, attachments and exhibits are references to the clauses of, and the schedules, annexures, appendices, attachments and exhibits to, these Terms and Conditions.

(c) References to parties are references to the parties to these Terms and Conditions.

(d) References to a party to any agreement or document include that party’s permitted assignees and successors, including executors and administrators and legal representatives.

(e) Words denoting the singular include the plural and words denoting the plural include the singular.

(f) Words denoting any gender include all genders.

(g) The word ‘person’ includes any individual, corporation or other body corporate, partnership, joint venture, trust, association and any Government Agency.

(h) A reference to a body (other than a party to these Terms and Conditions), whether statutory or not, that ceases to exist or has its powers or functions transferred to another body is a reference to the body that replaces it or that substantially succeeds to its powers or functions.

(i) A reference to any agreement or document (including these Terms and Conditions) includes any amendments to or replacements of that document.

(j) A reference to a law includes:

     (i) legislation, regulations and other instruments made under legislation and any consolidations, amendments, re-enactments or replacements of them;

     (ii) any constitutional provision, treaty or decree;

     (iii) any judgment;

     (iv) any rule or principle of common law or equity,

and is a reference to that law as amended, consolidated, re-enacted, replaced or applied to new or different facts.

(k) Any promise, agreement, representation or warranty given or entered into on the part of two or more persons binds them jointly and each of them severally.

(l) Any promise, agreement, representation or warranty given or entered into on the part of two or more persons is for the benefit of them jointly and each of them severally.

(m) No provision of these Terms and Conditions will be construed adversely to a party because that party was responsible for the preparation of that provision or these Terms and Conditions. 

(n) If a period of time begins on a given day or the day of an act or event, it is to be calculated exclusive of that day.

(o) A reference to time is a reference to time in the capital city of the State.

(p) A reference to a day is a reference to a day in the capital city of the State.

(q) A reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later.

(r) If any act is required to be performed under these Terms and Conditions by a party on or by a specified day and the act is performed after 5.00 pm on that day, the act is deemed to be performed on the next day.

(s) If any act is required to be performed under these Terms and Conditions on or by a specified day and that day is not a business day, the act must be performed on or by the next business day.

(t) A reference to an amount of dollars, Australian dollars, $ or A$ is a reference to the lawful currency of the Commonwealth of Australia, unless the amount is specifically denominated in another currency.

(u) Specifying anything in these Terms and Conditions after the terms ‘include’, ‘including’, ‘includes’, ‘for example’, ‘such as’ or any similar expression does not limit the sense of the words, description, definition, phrase or term preceding those terms unless there is express wording to the contrary.

(v) Where these Terms and Conditions are executed for a party by an attorney, the attorney by executing it declares that the attorney has no notice of revocation of the power of attorney.

(w) These Terms and Conditions includes all schedules, annexures, appendices, attachments and exhibits to it.

(x) A reference to writing or written includes email. 

(y) Where a word or phrase is defined, other parts of speech and grammatical forms of that word or phrase have corresponding meanings.
 

2.   SPONSORSHIP

2.1   In consideration of the payment of the Sponsorship Fee, the Organiser appoints the Sponsor as a sponsor of the Event (in accordance with the sponsorship details set out in the Schedule) for the Term and the Sponsor accepts such appointment on the terms and conditions set out in these Terms and Conditions.

2.2   These Terms and Conditions start on the Commencement Date and end automatically and without notice on the Expiry Date, unless earlier terminated (Term).

2.3   The Sponsor acknowledges and agrees that its appointment as a sponsor is non-exclusive, and other persons may be sponsors of, or suppliers to, the Event or be granted the same or similar rights as set out in these Terms and Conditions.
 

3.   GRANT OF RIGHTS

3.1   In consideration of such appointment, for the duration of the Term, the Organiser grants and the Sponsor accepts the Sponsorship Rights as set out in the Schedule, on the terms and conditions set out in these Terms and Conditions.

3.2   The Sponsor grants and the Organiser accepts, a worldwide, sub-licensable, non-exclusive, royalty free licence to use the Sponsor's Marks:

(a) during the Term for the delivery of the Sponsorship Rights; and

(b) in perpetuity to promote and exploit the Event in any media (including media yet to be invented), including by use on promotional material and merchandise.

3.3   All rights not expressly granted to the Sponsor under these Terms and Conditions are reserved to the Organiser. The Sponsor acknowledges and agrees that:

(a) the Organiser is the owner or controller of the Commercial Rights and of all rights in the Event Marks; 

(b) the Sponsor must not exploit, or enter into any commercial or other agreement to exploit, any of the Commercial Rights other than the Sponsorship Rights; and

(c) the Organiser may enter into any sponsorship arrangement with any third party outside of the Sponsorship Category, or within the Sponsorship Category to the extent that the arrangement relates to rights which are not indicated as exclusive rights of the Sponsor in the Schedule. The Sponsor agrees that the Organiser will not be, nor considered to be, nor deemed to be, in breach of any provision of this agreement solely as a result of entering into that arrangement.

3.4    If any of the Sponsorship Rights are expressed to be exclusive, the Organiser will not grant the same rights to a third party for use in advertising, marketing or promoting products or services, to the extent as set out in the Schedule.
 

4.   SPONSORSHIP FEE

4.1   In consideration of the Sponsorship Rights granted to the Sponsor, the Sponsor must pay the Organiser the Sponsorship Fee, in the amount as set out in the Schedule or as otherwise advised by the Organiser.

4.2   Subject to the other terms of this clause, the Organiser will provide a tax invoice to the Sponsor for the payment of the Sponsorship Fee (Tax Invoice), and the Sponsor must make payment of such Tax Invoice within the payment terms as set out in the Schedule.

4.3   Unless otherwise agreed by the Organiser in writing, the Sponsor acknowledges and agrees that unless payment of the Sponsorship Fee has been made in full in cleared funds to the Organiser before the start date of the Event:

(a) the Sponsor is prohibited from attending the Event; 

(b) the Sponsorship Rights will be revoked and the Sponsor must cease using the Sponsorship Rights; and

(c) the Sponsor will not be shown as a sponsor of the Event.

For the avoidance of doubt, in the event that the Sponsor fails to make payment of the Sponsorship Fee in full in cleared funds before the Event, the Organiser reserves the right to exclude the Sponsor from the Event. In this instance the full invoice amount will still be payable by the Sponsor to the Organiser and the Organiser will not be responsible for any Loss the Sponsor suffers because of this.

4.4   The Sponsor is responsible for all bank charges, fees, duties or other transactional costs associated with payment of the Sponsorship Fee.

4.5   In the event the Sponsor fails to pay the Sponsorship Fee when due in cleared funds, the Sponsor acknowledges that the Organiser may at its discretion and without limitation to any of its other rights charge the Sponsor interest on the overdue amount at the rate of 12% per annum accruing daily until the date of actual payment.

4.6   The Sponsor must pay the Organiser all fees without set-off or counter claim under any circumstances, including if a dispute exists in relation to the Event. 

4.7   Except to the extent specified under these Terms and Conditions, all amounts paid to the Organiser under these Terms and Conditions are non-refundable to the extent permitted by law.
 

5.   OBLIGATIONS OF THE SPONSOR

5.1   Sponsorship Rights

(a) The Sponsor undertakes to the Organiser to exercise the Sponsorship Rights strictly in accordance with the terms of these Terms and Conditions. For the avoidance of doubt, the Sponsor is not entitled to use or exploit any of the Commercial Rights (other than the Sponsorship Rights) in any way.

(b) The Sponsor has no right to sub-license, assign or otherwise dispose of any of the Sponsorship Rights without the Organiser's prior written consent.

5.2   Event Marks & Commercial Rights

(a) The Sponsor undertakes to the Organiser:

     (i) to use the Event Marks and other branding materials provided by the Organiser in accordance with the Event Marks Guidelines;

     (ii) not to use the Event Marks, or any part of them or anything deceptively similar or substantially identical to them, in its trading or corporate name or otherwise, except as authorised under these Terms and Conditions;

     (iii) to notify the Organiser of any suspected infringement of the Event Marks or other Commercial Rights, but not to take any steps or action whatsoever in relation to that suspected infringement unless requested to do so by the Organiser (in which case the Sponsor will provide all reasonable assistance);

     (iv) not to apply for registration of any part of the Event Marks, or anything deceptively similar or substantially identical to the Event Marks, as a trade mark for any goods or services; and

     (v) to use its reasonable endeavours to assist the Organiser in protecting the Event Marks and not to knowingly do, or cause or permit to be done, anything which may prejudice or harm, or which has the potential to prejudice or harm, the Event Marks or the Organiser's title to the Event Marks or the image or reputation of the Event, the Organiser or the Venue.

5.3   Guidelines and Policies

(a) The Sponsor warrants that it has read, understood and agrees to comply at all times with the Sponsor Guidelines. In the event of inconsistency between the terms of these Terms and Conditions and the Sponsor Guidelines these Terms and Conditions shall prevail to the extent of the inconsistency. 

(b) The Sponsor acknowledges and agrees that it must abide by the instructions provided by the Organiser including such instructions provided in the Schedule.

5.4   Sponsor’s Event Materials 

(a) The Sponsor warrants:

     (i) to submit to the Organiser samples of all the Sponsor's Event Materials and obtain the Organiser's prior written approval (not to be unreasonably withheld or delayed) before their publication, distribution, production or sale. If such Sponsor’s Event Materials are not yet finalised the draft version must be provided to the Organiser;

     (ii) to ensure that all Sponsor's Event Materials comply in all respects with the samples and/or draft approved in accordance with clause 5.4;

     (iii) to ensure that the publication, manufacture, packaging, distribution, advertising and sale of all Sponsor's Event Materials comply with all Applicable Laws;

     (iv) to notify the Organiser immediately if the Sponsor has reason to suspect that any of the Sponsor's Event Materials breach any Applicable Laws; and

     (v) at the written request of the Organiser and at the Supplier's cost withdraw from circulation any Sponsor's Event Materials which do not comply with this clause 5 and these Terms and Conditions.

(b) Sponsors are solely responsible for the organisation, design, and installation/removal and associated costs of their display/promotional stand to ensure it is in keeping with Venue space allocations, function area limitations and safety regulations utilised at an Event. Sponsors are financially responsible for all audio/visual costs resulting from their requests for specific audio/visual, communication, computer, lighting and display stand set-up.

5.5   Sponsor’s Marks

(a) The Sponsor warrants to provide to the Organiser, at the Sponsor's sole cost and expense, all suitable material including artwork of the Sponsor's Marks in a format and within print deadlines specified by the Organiser for it to be reproduced under the control of the Organiser in accordance with the rights granted under these Terms and Conditions. 

(b) The Sponsor must provide evidence that the Supplier owns, or is solely entitled to use, the Sponsor's Marks and any other material supplied to the Organiser in relation to the Event on the Organiser's request.

5.6   General

(a) The Sponsor warrants:

     (i) to comply with all Applicable Laws relevant to the exercise of its rights and the performance of its obligations under these Terms and Conditions;

     (ii) not to do or permit anything to be done which might adversely affect any of the Commercial Rights or the value of the Commercial Rights;

     (iii) to provide all reasonable assistance to the Organiser in relation to the Organiser's exploitation of the Commercial Rights; and

     (iv) to execute any further documents and provide any assistance, both during the Term and after termination, as may reasonably be requested by the Organiser to protect the Event Marks. This may include recording the terms of these Terms and Conditions or any understanding or obligation under these Terms and Conditions on any trade mark register or other register, or in any other way.

(b) It is the full responsibility of the Sponsor to ensure that all deadlines are met in the lead-up to the Event to allow for timely preparation. The Organiser accepts no responsibility for the consequences of late deliverables.

(c) The Sponsor must not engage in joint promotions with any third party in relation to the Event without the Organiser's prior written consent.

(d) In the event that the Sponsor posts any Sponsor’s Event Materials in, or otherwise arranges for the delivery of any materials to the Organiser or the Venue, the Sponsor acknowledges that such materials will be posted solely at its own risk. The Organiser will not be liable for any missing, lost or damaged Sponsor’s Event Materials or other materials. Sponsors are responsible for any costs relating to the delivery, set up, bump in/out and any associated delivery/storage costs of the Sponsor’s Event Materials.
 

6.   OBLIGATIONS OF THE ORGANISER

6.1    The Organiser must use reasonable endeavours to (to the extent necessary):

(a) organise the Event at the Venue at its sole cost and expense in accordance with the terms of these Terms and Conditions (where Events are run digitally the Venue will be an online space); 

(b) deliver or procure the delivery of each and all of the Sponsorship Rights to the Sponsor.

6.2   The Organiser must comply with all Applicable Laws relevant to its performance of these Terms and Conditions.
 

7.   DELEGATE INFORMATION

7.1   The Sponsor must:

(a) ensure information of a Delegate is collected with that Delegate’s informed consent, including notifying the Delegate at the time of collection the purpose of such collection;

(b) only use Delegate information collected at or in connection with the Event for the purpose it was collected; and

(c) not resell, broker or otherwise share such Delegate information (in whole or part) to a third party except with the consent of the Delegate.

7.2   The Sponsor acknowledges that any information provided by the Delegate to the Sponsor is confidential in nature and the Sponsor must take reasonable steps to protect the confidentiality of such information.

7.3   For the avoidance of doubt, unless otherwise agreed with the Organiser in writing the Sponsor’s Personnel will be required to purchase ticket in order to attend the Event.
 

8.   REPRESENTATIONS AND WARRANTIES

8.1   Each party represents and warrants to the other that:

(a) it has full authority to enter into these Terms and Conditions and is not bound by any agreement with any third party that adversely affects these Terms and Conditions; and

(b) it has and will maintain throughout the Term, all necessary powers, authority and consents to enter into and fully perform its obligations under these Terms and Conditions.

8.2   The Organiser represents and warrants to the Sponsor that:

(a) the Organiser owns or has a licence to the Event and the Event Marks and that the Sponsor's use of the Event Marks and its exercise of the other Sponsorship Rights in accordance with the provisions of these Terms and Conditions will not infringe the rights of any third party; and

(b) it has entered into a valid and effective written agreement with the Proprietor for the use of the Venue and has made all administrative and financial arrangements necessary for the smooth running of the Event, including the hiring of the Venue and any prior arrangements required by the Proprietor, the local authority, the local community and the police.

8.3   The Sponsor represents and warrants that:

(a) it owns or is licensed to use the Sponsor's Marks and any other material supplied to the Organiser in relation to these Terms and Conditions; and

(b) the Organiser's use of the Sponsor's Marks in accordance with clause 3.2 will not infringe the rights of any third party.

9.   INDEMNITIES

9.1   Except to the extent caused or contributed to by the breach of these Terms and Conditions by the Organiser, the Sponsor indemnifies the Organiser against, and holds the Organiser harmless from, any Losses (including any direct, indirect, special or consequential Losses) and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses suffered or incurred by the Organiser arising out of or in connection with:

(a) any breach or negligent performance or non-performance of these Terms and Conditions by the Sponsor or the Sponsor’s Personnel;

(b) any loss of or damage to the Sponsor’s equipment or Sponsor’s Event Materials at an Event;

(c) any negligent act or omission of the Sponsor or the Sponsor’s Personnel in connection with the Event or any other matter referred to in these Terms and Conditions;

(d) any damage to the Venue, persons or property caused by the Sponsor or the Sponsor’s Personnel;

(e) the enforcement of these Terms and Conditions;

(f) any claim made against the Organiser by a third party for actual or alleged infringement of a third party's Intellectual Property Rights or moral rights arising out of or in connection with the Organiser's use of the Sponsor's Marks and/or the Sponsor’s Event Materials in accordance with these Terms and

Conditions; 

(g) any claim made against the Organiser by a third party, arising out of the Event, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of these Terms and Conditions by the Sponsor or the Sponsor’s Personnel; or

(h) any claim made against the Organiser by a third party arising out of or in connection with the manufacture, production, distribution, handling, advertising, publication, consumption or use of, reliance on, accuracy of, or otherwise relating to, the Sponsor's Event Materials, whether or not any claim arises during the Term. For the avoidance of doubt, any approval by the Organiser of any use of the Event Marks on the Sponsor's Event Materials, relates only to the use of the Event Marks and does not amount to approval of any the Sponsor's Event Materials and does not affect this right of indemnification.

9.2   The indemnifying party must make payments under this clause 9:

(a) in full without set-off or counterclaim, and without any deduction in respect of taxes unless prohibited by law; and

(b) in the currency in which the payment is due, and otherwise in Australian dollars, in immediately available funds.

9.3   The Organiser’s liability under this clause is limited under clause 10.

9.4   The indemnities in this clause:

(a) are continuing obligations of the Sponsor, independent from its other obligations under this agreement

(b) and survive termination or expiry of this agreement.
 

10.   EXCLUSION & LIMITATION OF LIABILITY 

10.1   The Organiser provides the rights granted under these Terms and Conditions on an “as is” basis and without any warranties, representations, or conditions of any kind, whether express, implied or statutory, to the extent permitted by law. Subject to the other terms of this clause, the Organiser excludes all rights, representations, guarantees, conditions, warranties, undertakings, remedies or other terms in relation to licence and rights that are not expressly set out in these Terms and Conditions to the maximum extent permitted by law.

10.2   Subject to the other terms of this clause 10, the Organiser’s maximum aggregate liability to the Sponsor for any Loss or damage or injury arising out of or in connection with these Terms and Conditions, including any breach by the Organiser of these Terms and Conditions however arising, under any indemnity, in tort (including negligence), under any statute, custom, law or on any other basis, is limited to the Sponsorship Fees actually paid by the Sponsor to the Organiser under these Terms and Conditions.

10.3   Nothing in these Terms and Conditions is intended to have the effect of excluding, restricting or modifying the application of all or any of the provisions of Part 5-4 of the ACL, or the exercise of a right conferred by such a provision, or any liability of the Organiser in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the ACL to a supply of goods or services.

10.4   If the Organiser is liable to the Sponsor in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the ACL that cannot be excluded, the Organiser’s total liability to the Sponsor for that failure is limited to, at the option of the Organiser:

(a) in the case of services, the resupply of the services or the payment of the cost of resupply; and

(b) in the case of goods, the replacement of the goods or the supply of equivalent goods, or the repair of the goods, or the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired.

10.5   Without limitation to the other terms of this clause 10, the Organiser excludes any liability to the Sponsor, whether in contract, tort (including negligence) or otherwise, for any special, indirect or consequential loss arising under or in connection with these Terms and Conditions.

10.6   Notwithstanding anything else in this clause 10, the Organiser’s liability will be reduced to the extent the loss or damage is caused by or contributed to by the Sponsor or the Sponsor’s Personnel.

10.7   The Organiser will not be liable for any claim under or in relation to or arising out of these Terms and Conditions including a breach of any warranty unless:

(a) the Sponsor has first made a claim under any insurance policy held by the Sponsor that may cover that claim; and

(b) that claim has been denied in whole or partly by the relevant insurer.

10.8   If the Sponsor recovers any amount under an insurance policy in respect of a claim under or in relation to or arising out of these Terms and Conditions and that amount is less than the loss or damage incurred by the Sponsor, the amount of the shortfall will be the amount of the Sponsor’s loss for the purposes of these Terms and Conditions.
 

11.   INTELLECTUAL PROPERTY RIGHTS

11.1   The Organiser and the Sponsor acknowledge as follows:

(a) all rights in the Sponsor's Marks, including any goodwill associated with them, are the sole and exclusive property of the Sponsor, and, save as expressly provided in clause 3.2, the Organiser will not acquire any rights in the Sponsor's Marks, nor in any developments or variations of them; and

(b) all rights in the Organiser's Marks, including any goodwill associated with them, are the sole and exclusive property of the Organiser and, save as expressly provided in clause 3.1, the Sponsor will not acquire any rights in the Organiser's Marks, nor in any developments or variations of them.

11.2   All Intellectual Property Rights relating to materials produced for the Event by, or on behalf of, the Organiser, or jointly by the Organiser and the Sponsor will be, with the exception of the Sponsor's Marks, the sole and exclusive property of the Organiser. If the Sponsor acquires, by operation of law, title to any such Intellectual Property Rights it will promptly assign them to the Organiser on request.

11.3   The Sponsor grants the Organiser a royalty-free licence to use the Sponsor’s name, image, voice and likeness (as applicable) in connection with the Event. 
 

12.   EQUIPMENT & PROPERTY

12.1   The Sponsor’s use of and keeping of any of its equipment and property at an Event is solely at its own risk. The Sponsor is solely responsible and liable for any loss of or damage to any of its equipment and property at an Event (regardless of whether the Organiser had caused or contributed to such loss or damage including by the Organiser’s negligence).

12.2   The Organiser will not be liable for any of the Sponsor’s equipment or property at any Event.
 

13.   SPONSOR’S EVENT MATERIALS

13.1   The Sponsor shall retain all Intellectual Property Rights relating to the Sponsor’s Event Materials.

13.2   With respect to the Sponsor’s Event Materials: 

(a) the Organiser reserves the right to reject any Sponsor’s Event Materials that it considers unsuitable;

(b) the Sponsor grants to the Organiser an unconditional irrevocable, worldwide, perpetual, fully paid-up, transferable, non-exclusive licence to use, reproduce, commercialise, modify, adapt, publish, transmit, distribute, communicate, translate, display and create derivate works of any Sponsor’s Event Materials, in connection with the Event (this includes without limitation the right to use it across all mediums and authorise other Delegates and third parties to view, access, use and in perpetuity to promote and exploit the Event in any media (including media yet to be invented), including by use on promotional material and merchandise);

(c) the Sponsor warrants that it owns or has the necessary licences and/or rights to distribute such Sponsor’s Event Materials and that any Sponsor’s Event Materials will not infringe any rights of any third party (including Intellectual Property Rights or confidentiality obligations) nor give rise to any liability to make royalty or other payments to any third party; 

(d) the Sponsor acknowledges that the Organiser shall not be liable for any loss or damage as a result of any Sponsor’s Event Materials being omitted, delayed or altered (irrespective of the cause); and

(e) the Sponsor acknowledges and agrees that it is solely responsible for the accuracy, completeness or otherwise of any Sponsor’s Event Materials (including any content contained in such Sponsor’s Event Materials) and the Organiser will not be liable in any way for any Sponsor’s Event Materials.

13.3   The Sponsor represents and warrants that the Sponsor’s Event Materials:

(a) are not in breach of these Terms and Conditions; 

(b) are not in breach of any Applicable Laws (including (but without limitation to) the laws of negligence, injurious falsehood, trade practices, fair trading, corporations and business, copyright and trademarks, obscenity and indecency);

(c) are not libellous, defamatory, unlawfully discriminatory, insulting or otherwise objectionable and the Sponsor acknowledges that the Organiser will not be liable for any defamatory, offensive or illegal content or conduct;

(d) does not contain other people's personal information without their consent;

(e) does not attempt to endanger minors;

(f) contains no inappropriate language or imagery including without limitation the following:

     (i) sexually explicit content;

     (ii) harmful or dangerous content including content that aims to encourage dangerous or illegal activities;

     (iii) hateful content including hate speech;

     (iv) violent or graphic content including anything that may shock or disgust viewers;

     (v) harassment, threats and cyberbullying;

     (vi) any other content the Organiser considers inappropriate at its discretion;

(g) abides with any policies made available by the Organiser from time to time; and

(h) contains no discriminatory content or other prohibited content.

13.4   With respect to the placing and publication of advertising (as it relates to the Sponsor’s Event Materials):

(a) Sponsors shall notify the Organiser of any error as soon as it appears, and the Organiser shall not be liable for recurring errors;

(b) Sponsor’s Event Materials are accepted subject to the rules and codes of the Advertising Council of Australia;

(c) telephone instructions are taken on condition that the Sponsor takes responsibility for any error or misunderstanding arising there from;

(d) Sponsor’s Event Materials must be taken to the location and by the time notified by the Organiser to the Sponsor;

(e) reproduction quality and placement of advertising are at the risk of the Sponsor in the event the Organiser’s specifications and schedules are not met.
 

14.   INSURANCE

14.1   The Sponsor must arrange and maintain a valid and enforceable insurance policy, at its sole cost, for the following: 

(a) public liability at the Venue during the course of the Event, in respect of the Sponsor's Products and any other materials or goods owned or controlled by the Sponsor, and acts and omissions of the Sponsor and Sponsor’s Personnel at the Event, for an insurance amount of not less than $20 million per occurrence; 

(b) loss, theft or damage to any of the Sponsor's Products or other materials or goods owned or controlled by the Sponsor, for an insurance amount of not less than their replacement value; 

(c) personal insurance cover for the Sponsor’s representatives and contractors; and

(d) any mandatory insurances that the Sponsor is required to arrange and maintain under any Applicable Laws, such as workers compensation insurance (if applicable).

14.2   Where the Sponsor engages a subcontractor and/or supplier (each a Substitute) in respect of any Event:

(a) the Sponsor:

     (i) must diligently supervise and manage each Substitute;

     (ii) is responsible, and remains liable to the Organiser for the acts, default or omissions of the Substitute.

     (iii) is liable for, and must ensure that each Substitute takes out and maintains insurance policies on terms as required under clause 14.1 (as if it was named Sponsor); and

(b) the Sponsor is solely responsible for ensuring that any Substitute complies with the provisions of this Agreement and all Organiser policies, and a breach by a Substitute of an obligation imposed on the Sponsor under this Agreement will be deemed to be a breach by the Sponsor.

14.3   The Organiser cannot accept responsibility for any loss or damage of the Sponsor’s property or their contractors prior to, during or after an Event.
 

15.   CANCELLATION, VARIATIONS AND REFUNDS

15.1   General terms

No refunds, exchanges or credits will be offered under any circumstances except in accordance with the terms of these Terms and Conditions, or to the extent otherwise required by law. 

15.2   Cancellation of sponsorship by the Sponsor

(a) The Sponsor may cancel their appointment as sponsor and terminate these Terms and Conditions by giving written notice to the Organiser where:

     (i) the Organiser commits a material breach of any term of these Terms and Conditions and either:

            A. the breach is irremediable; or 

            B. the breach is remediable and the Organiser fails to remedy that breach within a reasonable period (being no less than 14 days) after the Organiser has, or is deemed to have, received written notice requesting it to do so; 

     (ii) an Insolvency Event occurs in relation to the Organiser,

   and in the event that the Sponsor terminates this agreement pursuant to this clause, then the Organiser’s total liability for any Loss in connection with the termination is limited to the amount of the Sponsorship Fee paid by the Sponsor to the Organiser.

(b) Cancellation by the Sponsor will only be valid if made in writing. In the event that the Sponsor cancels their appointment as sponsor and terminates these Terms and Conditions, other than in circumstances where the Sponsor terminates validly under clause 15.2(a), the Sponsor will still remain liable to pay the Organiser the full amount of the Sponsorship Fees, and no refunds of any amounts already paid will be given (to the extent permitted by law).

(c) In the case of Digital Bookings, written notice of cancellation 90 days prior to the advertising publish date is required. 

15.3   Cancellation of sponsorship by the Organiser

(a) Without affecting any other right or remedy available to the Organiser (except as provided for in this clause 15.3(a)), the Organiser may cancel the Sponsor’s sponsorship and terminate these Terms and Conditions with immediate effect by giving written notice to the Sponsor if:

     (i) the Sponsor fails to pay any amount due under these Terms and Conditions on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;

     (ii) the Sponsor commits a breach of any term of these Terms and Conditions and either:

          A. the breach is irremediable; or 

          B. the breach is remediable and the other party fails to remedy that breach within a period of 14 days after the other party has, or is deemed to have, received written notice requesting it to do so; 

     (iii) the Sponsor repeatedly breaches any of the terms of these Terms and Conditions in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Terms and Conditions;

     (iv) an Insolvency Event occurs in relation to the Sponsor;

(b) Notwithstanding any other provision in these Terms and Conditions, where these Terms and Conditions is terminated under clause 15.3(a) by the Organiser, then, to the extent permitted by law, no refund will be issued of any monies paid by the Sponsor to the Organiser.

15.4   Cancellation of an Event by the Organiser

(a) Subject to clause 15.4(b), at any time prior to the Event Date, the Organiser reserves the right to cancel the Event or these Terms and Conditions without cause on giving at least 14 days’ written notice. 

(b) The parties agree that where the reason for cancellation is for commercial reasons which may have an adverse effect on the commercial success of the Event as determined by the Organiser in its discretion, the Organiser may cancel the Event or these Terms and Conditions on giving written notice as soon as reasonably practicable. For the avoidance of doubt in such instances 14 days’ notice is not required.

(c) Notwithstanding any other provision in these Terms and Conditions, where an Event is cancelled under clause  15.4 by the Organiser, then, to the extent permitted by law, no refund will be issued of any monies paid by the Sponsor to the Organiser.

(d) The parties agree that the Organiser will not be in breach of these Terms and Conditions or otherwise liable to the Sponsor for any failure or delay in performing its obligations (except to the extent as set out in this clause) by virtue of any Event cancellation pursuant to this clause.

15.5   Variation of a virtual Event or other Event by the Organiser

(a) The Organiser reserves the right, at any time, to vary the format, participants, content, location and timing or any other aspect of the Event for any reason (including, without limitation, by reason of a Force Majeure Event). The Organiser must notify the Sponsor of the new timing or other varied aspects of the Event in writing. 

(b) Notwithstanding any other provision in these Terms and Conditions, where an Event is varied under clause 15.5 by the Organiser, then, to the extent permitted by law, no refund will be issued of any monies paid by the Sponsor to the Organiser.

(c) The Organiser will be permitted to vary the timing of the Event an unlimited number of times.

(d) The parties agree that the Organiser will not be in breach of these Terms and Conditions or otherwise liable to the Sponsor for any failure or delay in performing its obligations (except to the extent as set out in this clause 15.5) by virtue of any Event variation.

15.6   Force Majeure

Notwithstanding any other provision in these Terms and Conditions, where a Force Majeure Event (as defined above) prevents the Organiser from providing the Event, the Organisers reserves the right to change or cancel any Event in accordance with clause 17.
 

16.   CONSEQUENCES OF TERMINATION

16.1   On termination or expiry of these Terms and Conditions:

(a) the Sponsorship Rights granted by the Organiser to the Sponsor under these Terms and Conditions immediately terminate and revert to the Organiser;

(b) the Sponsor must cease exercising the Sponsorship Rights and not use or exploit (directly or indirectly) its previous connection with the Organiser or the Event;

(c) within 30 days after the date of termination, the Sponsor must destroy or, if the Organiser elects, deliver to the Organiser or any other person nominated by the Organiser, at the Sponsor's expense, all Sponsor's Event Materials in its possession or control;

(d) the Sponsor must promptly deliver to the Organiser all property belonging to the Organiser that is in its possession or control;  

(e) each party must pay to the other any sums that are outstanding and to be accounted for under these Terms and Conditions.

16.2   Termination or expiry of these Terms and Conditions does not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of these Terms and Conditions which existed at or before the date of termination or expiry.
 

17.   FORCE MAJEURE 

17.1   Force Majeure Event

(a) The Organiser will not be in breach of these Terms and Conditions or liable to the Sponsor for any loss incurred by the Sponsor as a direct result of the Organiser failing or being prevented, hindered or delayed in the performance of its obligations under these Terms and Conditions where such prevention, hindrance or delay results from a Force Majeure Event.

(b) If a Force Majeure Event occurs, the Organiser must notify the Sponsor in writing as soon as practicable of the particulars of the Force Majeure Event and the anticipated delay.

(c) On providing the notice in clause 17.1(b) the Organiser will be entitled to a reasonable extension of time for performing its obligations under these Terms and Conditions, however, the Organiser must continue to use all reasonable endeavours to perform those obligations.

(d) Subject to the other terms of this clause 17, the performance of the affected obligations must be resumed as soon as practicable after such Force Majeure Event is removed or has ceased.

17.2   Organiser’s right to vary

(a) If the Force Majeure Event has an adverse effect on the commercial success of the Event or otherwise interferes substantially with the Event (as determined by the Organiser in its sole discretion), the Organiser reserves the right, at any time, to vary:

     (i) the schedule of the Event, including the advertised programs, prices, venues, seating arrangements and any other ticket categories; and

     (ii) the date of the Event or any other part of the Event.

(b) In the event of variation under clause 17.2(a), the Sponsor shall have no right to terminate or obtain a refund (except to the extent permitted by law).

17.3   Right to terminate

(a) If the Force Majeure Event has an adverse effect on the commercial success of the Event or otherwise interferes substantially with the Event (as determined by the Organiser in its sole discretion), either party may terminate these Terms and Conditions immediately on providing notice to the other party.

(b) In the event of termination under clause 17.3, the Sponsor shall have no right to obtain a refund (except to the extent permitted by law).

17.4   General

For the avoidance of doubt, this clause does not apply where the Sponsor decides not to attend the relevant Event or proceed with these Terms and Conditions such as due to an internal company policy or Government recommendation (as opposed to a binding Government order).
 

18. CONFIDENTIALITY

(a) Each party (Recipient) must keep secret and confidential and not disclose any information relating to another party or its business (which is or has been disclosed to the recipient by the other party, its representatives or advisers), or these Terms and Conditions, except: 

     (i) where the information is in the public domain as at the date of these Terms and Conditions (or subsequently becomes in the public domain other than by breach of any obligation of confidentiality binding on the Recipient); 

     (ii) if the Recipient is required to disclose the information by applicable law or the rules of any recognised stock exchange or other document with statutory content requirements, provided that the Recipient has to the extent practicable having regard to those obligations and the required timing of the disclosure consulted with the provider of the information as to the form and content of the disclosure;

     (iii) where the disclosure is expressly permitted under these Terms and Conditions or is required to give effect to these Terms and Conditions; 

     (iv) if disclosure is made to its Personnel to the extent necessary to enable the Recipient to properly perform its obligations under these Terms and Conditions or to conduct their business generally, in which case the Recipient must ensure that such persons keep the information secret and confidential and do not disclose the information to any other person; 

     (v) where the disclosure is required for use in legal proceedings regarding these Terms and Conditions; or

     (vi) if the party to whom the information relates has consented in writing before the disclosure. 

(b) Each Recipient must ensure that its Personnel comply in all respects with the Recipient's obligations under this clause 18.

(c) This clause survives termination or expiry of these Terms and Conditions.
 

19.   DISPARAGING COMMENTS

No party may publish (including via social media) any disparaging comments in respect of the other at any time, including following expiry or termination of these Terms and Conditions.
 

20.   GST

20.1   Definitions

Words used in this clause 20 that have a defined meaning in the GST Law have the same meaning as in the GST Law unless the context indicates otherwise.

20.2   GST  

(a) Unless expressly stated otherwise, the consideration for any supply under or in connection with these Terms and Conditions is exclusive of GST.

(b) If indicated in the Schedule that GST is payable, then to the extent that any supply made under or in connection with these Terms and Conditions is a taxable supply (other than any supply made under another agreement that contains a specific provision dealing with GST), the amount payable by the recipient is the consideration provided under these Terms and Conditions for that supply (unless it expressly includes GST) plus an amount (additional amount) equal to the amount of that consideration (or its GST exclusive market value) multiplied by the rate at which GST is imposed in respect of the supply.

(c) The recipient must pay the additional amount at the same time as the consideration to which it is referable, and upon the issue of an invoice relating to the supply.

(d) Whenever an adjustment event occurs in relation to any taxable supply to which clause 20.2(b) applies:

     (i) the supplier must determine the amount of the GST component of the consideration payable; and

     (ii) if the GST component of that consideration differs from the amount previously paid, the amount of the difference must be paid by, refunded to or credited to the recipient, as applicable.

(e) For the avoidance of doubt, if the Schedule indicates that no GST is payable then GST will not be payable by the Sponsor. 
 

21.   NOTICES

21.1   All notices authorised or required under these Terms and Conditions to be given by a party to the other shall be in writing sent by email or delivered personally or sent by pre-paid registered post and in each case addressed to the other party at that party's Address for Service or as the case may be at such other address as a party may from time to time notify to the other.

21.2   The following shall constitute proof of receipt:

(a) proof by posting by registered post; or

(b) proof of dispatch by email.

21.3   Receipt of a notice given under these Terms and Conditions will be deemed to occur:

(a) in the case of a communication sent by pre-paid registered post, on the third business day after posting;

(b) in the case of an email, on the business day immediately following the day of dispatch.

21.4   If a notice is sent via post, it must also be sent via email.
 

22.   GENERAL PROVISIONS

22.1   Variation 

An amendment or variation of any term of these Terms and Conditions must be in writing and signed by each party.

22.2   No Waiver

(a) No party may rely on the words or conduct of any other party as being a waiver of any right, power or remedy arising under or in connection with these Terms and Conditions unless the other party or parties expressly grant a waiver of the right, power or remedy. Any waiver must be in writing, signed by the party granting the waiver and is only effective to the extent set out in that waiver.

(b) Words or conduct referred to in clause 22.2(a) include any delay in exercising a right, any election between rights and remedies and any conduct that might otherwise give rise to an estoppel.

22.3   Assignment, Novation and Other Dealings  

Any rights of a party that arise out of or under these Terms and Conditions are not assignable or capable of novation by the party without the prior written consent of the other parties, whose consent must not be unreasonably withheld.

22.4   Counterparts

These Terms and Conditions may be executed in any number of counterparts. All counterparts taken together constitute one instrument. A party may execute these Terms and Conditions by signing any counterpart. The date on which the last counterpart is executed is the date of these Terms and Conditions. Communication of the fact of execution to the other parties may be made by sending evidence of execution by email.

22.5   Costs

The parties must bear their own costs of and incidental to the negotiation, preparation and execution of these Terms and Conditions. 

22.6   Severability 

(a) If the whole or any part of a provision of these Terms and Conditions is or becomes invalid or unenforceable under the law of any jurisdiction, it is severed in that jurisdiction to the extent that it is invalid or unenforceable and whether it is in severable terms or not.

(b) Clause 22.6(a) does not apply if the severance of a provision of these Terms and Conditions in accordance with that clause would materially affect or alter the nature or effect of the parties’ obligations under these Terms and Conditions.

22.7   No Merger

On completion or termination of these Terms and Conditions, the rights and obligations of the parties set out in these Terms and Conditions will not merge and any provision that has not been fulfilled remains in force.

22.8 Survival

Any clause which by its nature is intended to survive termination or expiry of these Terms and Conditions will survive such termination or expiry. 

22.9   Further Action

Each party must do all things (including completing and signing all documents) reasonably requested by the other party that are necessary to give full effect to these Terms and Conditions and the transactions contemplated by these Terms and Conditions.

22.10   Time of the Essence

Time is of the essence in these Terms and Conditions in respect of any date or time period and any obligation to pay money.

22.11   Relationship of the Parties  

(a) These Terms and Conditions does not create any relationship of employment, joint venture, partnership or principal and agent between the parties. 

(b) Nothing in these Terms and Conditions gives a party authority to bind any other party in any way.

(c) Nothing in these Terms and Conditions imposes any fiduciary duties on a party in relation to any other party.

22.12   Remedies Cumulative  

Except as provided in these Terms and Conditions and permitted by law, the rights, powers and remedies provided in these Terms and Conditions are cumulative with and not exclusive to the rights, powers or remedies provided by law independently of these Terms and Conditions.

22.13   Entire Agreement  

These Terms and Conditions states all the express terms agreed by the parties about its subject matter. It supersedes all prior agreements, understandings, negotiations and discussions in respect of its subject matter.

22.14   No Reliance  

No party has relied on any statement, representation, assurance or warranty made or given by any other party, except as expressly set out in these Terms and Conditions.

22.15   Governing Law and Jurisdiction  

(a) These Terms and Conditions is governed by the law in force in the State.

(b) Each party irrevocably submits to the exclusive jurisdiction of courts exercising jurisdiction in the State and courts of appeal from them in respect of any proceedings arising out of or in connection with these Terms and Conditions.

(c) Each party irrevocably waives any right it has to object to the venue of any legal process in the courts described in clause 22.15(b) on the basis that:

     (i) any proceeding arising out of or in connection with these Terms and Conditions has been brought in an inconvenient forum; or

     (ii) the courts described in clause 22.15(b) do not have jurisdiction.

22.16   Dispute Resolution

(a) If a dispute arises in connection with these Terms and Conditions then a party may only deal with that dispute in the manner set out in this clause.

(b) A party to a dispute which arises in connection with these Terms and Conditions may give to the other party or parties to the dispute a notice specifying the dispute and requiring its resolution under this clause.

(c) Within 7 days after a notice is given under the above clause (or such longer period as is agreed in writing by the parties to the dispute) each party to the dispute must use its best efforts to resolve the dispute in good faith.

(d) If despite the parties’ best efforts a dispute not resolved within 7 days after notice a party may by notice to the other party or parties to the dispute refer the dispute for mediation in accordance with the Resolution Institute Mediation Rules. The mediation will be conducted by a mediator to be appointed by agreement of the parties or, if the parties are unable to agree on a mediator within 7 days of a party making a written nomination to the other party, to be appointed by the Chair (or his or her designated representative) of Resolution Institute (ACN 008 651 232) at the request of a party. 

(e) If the dispute is not resolved within 30 days after the appointment of the mediator any party may take legal proceedings to resolve the dispute.

(f) The provisions of this clause do not prevent any party from obtaining any injunctive, declaratory or other interlocutory relief from a Court which may be urgently required.