Terms & Conditions
Last updated May 2020
This website located at www.fst.net.au (Website) is owned and operated by FST Media Pty Limited (ABN 53 124 351 560) (Company, we, us, our) of Suite 1102, Level 11, 275 Alfred St, North Sydney NSW 2060.
A reference to Website in these Terms and Conditions includes its related services, products, websites, tools and applications and the domain name listed above, unless the context indicates otherwise.
Your access to and use of the Website is subject to these Terms and Conditions and any other terms, conditions, notices or disclaimers we place on the Website. In the event of any inconsistency between these Terms and Conditions and any other terms, conditions, notices or disclaimers contained on the Website, the provisions of these Terms and Conditions shall prevail but only to the extent of such inconsistency.
These Terms and Conditions do not relate to your use of any service described or offered on the Website and you are referred to the Terms of Trade and the individual warranty, if any, relevant to that particular service as applicable.
By accessing and using the Website, you agree to be bound by these Terms and Conditions. If you do not agree to these Terms and Conditions, then you are not authorised to use this Website. We reserve the right, at our discretion, to change, modify, add, or remove portions of these Terms and Conditions at any time. Please check these Terms and Conditions periodically for changes. Your continued use of the Website, following the posting of changes to these Terms and Conditions will mean you accept those changes.
To report any problems regarding this Website, please contact the Company at email@example.com.
Restrictions on Use of Website Material
All right, title and interest (including copyright) in all information, text, material, designs, logos, insignia, audio and/or video material and excerpts, graphics and other images, computer programs, code (including HTML), URLs, advertisements, photographs, illustrations, other works or subject matter (Material) provided by Company and appearing on the Website (Website Material) is owned by the Company or its licensors.
- the intellectual property rights subsisting in the Material and the Website Material;
- any customisations of, and modifications to, the Material and the Website Material to suit your individual needs;
- information or data, source codes and other information technology relating to or connected with the Material and the Website Material;
- marketing information relating to or connected with the Material and the Website Material; and
- technical information, including trade secrets, drawings, plans, encryptions, codes and product descriptions and information relating to or connected with the Website.
You are granted the revocable, non-exclusive, non-assignable, non-transferable, limited right to use the Website and the Website Materials only in the manner set out in these Terms and Conditions. You may access and use the Website and Website Material only for your personal and non-commercial use. Nothing in these Terms and Conditions or on the Website will grant you ownership of the Website Materials (or any intellectual property rights in them).
No Website Material may be copied, reproduced, republished, modified, framed, uploaded to a third party, posted, transmitted (including, without limitation by broadcast), communicated or otherwise made available to the public, distributed, linked to or otherwise used except with the written consent of Company or as expressly provided by these Terms and Conditions. You must not use any so-called spider or similar automated software or device to use or access the Website or the Website Material in any way.
On the conditions that all Website Material is in the same form as presented on the Website and you keep intact all copyright and other proprietary notices, you may:
- view the Website and its contents using a web browser
- save a single electronic copy of the Website Material for your personal, non-commercial use
- print out a single copy of the Website Material for your own personal, non-commercial use and
- download one copy of the Website Material on a single computer for your personal, non-commercial use only.
You may not use or copy the Website Material other than as expressly provided by these Terms and Conditions and you may not:
- transmit Website Material (whether by email or otherwise) to any third party
- display the Website Material on any computer, system or network which permits electronic access to the Website Material by more than one user at a time
- modify , merge, adapt or translate Website Material
- reverse engineer, decompile the Website Material
- create derivative works of the Website Material
- use, sell, assign, rent, sub-licence or otherwise deal in the Website Material except as expressly permitted by these Terms and Conditions or
- copy any Website Material onto any website operated by yourself or any third party.
The general restrictions listed here may be expressly excluded by Company by written provisions in the Website, from time to time, to allow for the use by you of certain Website Material in social media, for example, the creation of a hyperlink to the Website from Facebook.
Modification of the Website Materials or use of the Website Materials for any purpose other than those set out above is a violation of the intellectual property and/or other proprietary rights of the Company or its licensors.
Unless otherwise stated, all trade marks or service marks, (registered, unregistered or pending registration) and trade names are proprietary to the Company, its affiliates or licensors. You must not use such trade marks, service marks or trade names except for:
- printing out a single copy of the Website for your personal, non-commercial use or
- otherwise with the written consent of the Company.
You may only use the Website for lawful purposes, in a responsible and co-operative manner, and in accordance with these Terms and Conditions.
It is your responsibility to ensure that your use of the Website complies with the Terms and Conditions and to seek prior written permission from the Company for any uses not expressly permitted.
The Company prohibits the use of the Website for any of the following:
- transmitting or posting any message, information, data, text, software, images or other materials (User Material) that is libellous, defamatory, harassing, obscene, pornographic, threatening, invasive of privacy or publicity rights, abusive, illegal, or which otherwise in the Company’s opinion infringes the rights of Company or any other party or which the Company otherwise considers to be objectionable or to constitute or encourage a criminal offence, incite hatred in a person or group, violate the rights of any party, restrict or inhibit any other user from enjoying the Website, or otherwise to give rise to liability on the part of any other user of the Website or the Company or to violate any law
- place on the Website or transmit to or through the Website any User Material which contains a computer virus, worm or any other computer code which may adversely affect the Website Materials, performance or functionality of the Website or any other website, software, system or equipment of the Company or any other person or entity
- impersonating any person or entity or to falsely state or to otherwise misrepresent your affiliation with a person or entity
- posting or transmitting any User Material that you do not have a right to reproduce, display or transmit or that infringes the rights of any person or entity
- using any device, software, or routine that interferes with or attempts to interfere with the proper functionality of the Website
- attempting to decipher, decompile, disassemble or reverse engineer any of the software that makes up the Website or the Website Materials or for the purpose of creating derivative works from the Website
- in a way that uses any robot, spider, scraper, data mining tools, data gathering and extraction tools or other automated means to access the Website
- to collect user’s information and harass them
- in connection with the distribution of unsolicited commercial email (“spam”) or advertisements
- without our approval distribute or otherwise publish any User Material containing any solicitation of funds, promotion, advertising or solicitation for goods or services.
Information Appearing on the Website
All information displayed on this Website is intended to provide general business and consumer understanding of the products or services offered by the Company as illustrated from time to time on this Website. Such information has been provided by the Company for you to familiarise yourself with the products or services offered by the Company. Nothing on the Website purports to offer legal, business, tax or other professional advice. You should also use caution and seek professional advice before acting on any information found on the Website.
While the Company has taken due care in compiling the information on this Website, it has been prepared at least in part by third parties and therefore the Company makes no representations about the accuracy, reliability, completeness or timeliness of the information. The Company does not necessarily endorse or approve the recommendations, assumptions and conclusions that may appear on this Website from time to time.
Detailed information about the operation of the Company’s products or services may be obtained by contacting the Company directly. The information displayed on this Website should not be relied on as your sole source of information when considering purchasing the Company’s products or services and such information will not be binding on the Company.
Any and all use of the information on this Website is at your own risk and the Company relies on the limitation of liability provisions in these Terms and Conditions in connection with any reliance made by you on such information and other Website Material.
Any testimonials and examples within any marketing materials are not to be taken as a guarantee that you will achieve the same or similar results. Any financial representations referenced by us on the Website are illustrative of concepts only and should not be considered as promises for actual or future performance.
You may be permitted to login in order to access certain information on the Website. You cannot use another person’s User Account and must immediately Contact Us to notify us of unauthorised use of your User Account.
In creating and using a User Account (or otherwise submitting your details):
(a) you must not use false or misleading information and must update your details should they change during the term;
(b) you must follow any password policies made available on the Website from time to time (for User Accounts); and
(c) you are solely responsible for maintaining the confidentiality of your login information and you are liable for all activities that happen under your User Account, even if you do not authorise such activities.
Disclaimer, Limitation of Liability and Indemnity
Subject to the other terms of this clause, we provide our Website 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. You acknowledge and agree that your use of the Website is at your own risk, and that you are solely responsible for how you use the Website.
To the extent permitted by law, the Company will not be liable in any way for any loss or damage suffered by you through your use of the Website (including the Website Materials and User Materials) or otherwise as a result of the Company providing the products or services available on the Website.
To the extent permitted by law, the Company makes no representation or warranty of any kind, either (express or implied):
- as to the availability of any service described on the Website
- that the functions contained in any Website Material or other Material will be uninterrupted or error free, that any defects will be corrected or that the Website or the server which stores and transmits content to you are free of computer viruses, worms or any other computer code which may adversely affect the content, performance or functionality of the computers of users of the Website or any other website, software, system or equipment of such users or of any other party
- that there will be no loss or corruption of any data you upload to the Website
- of the suitability of the Website for any purpose
- that the Website will provide any results (whether made known)
- that you may access the Website or
- that any information, apparatus, product, software or process used or disclosed on the Website or any Material accessible from the Website will be accurate, up to date, complete or useful.
The inclusion of any advertising or other information or third party material on any page of the Website which promote products or services to be supplied by a party other than the Company does not imply that the Company endorses or recommends any such party, product or service.
While all reasonable care has been taken in publishing and maintaining the Website, the Company and sponsors of any Material presented on the Website accept no liability or responsibility whatsoever for, or in respect of, any use of the Website or any reliance upon Material contained on the Website or any linked website. You should make your own inquiries and take independent advice tailored to your specific circumstances prior to making any decisions.
Company will not be liable for any loss resulting from any action or decision by you in reliance on the Material or Content on the Website, nor any interruption, delay in operation or transmission of the Website. You are solely responsible for any damage to your computer systems or loss of data that results from your use of the Website.
You expressly acknowledge and agree that the Company does not exert control over all users of the Website and the Company is not liable either for their opinions or their behaviour, including any information or advice and any defamatory statements or offensive conduct on their part or the breach of any law including those relating to privacy.
You expressly acknowledge that the Company is not liable for any information or advice offered by any third party appearing or participating in a video, podcast or panel discussion on the Website.
The Company will maintain appropriate technical and organisational measures to protect the security of any User Materials. However, the Company does not guarantee that unauthorised third parties will never be able to defeat those measures to access the User Materials for improper purposes. You acknowledge that there are risks inherent in internet connectivity that could result in the loss of privacy, confidential information and User Materials. Accordingly, any User Materials that are transmitted by you are transmitted solely your own risk. You are solely liable for your User Materials.
Limitation of Liability
Subject to the other terms of this clause, the Company excludes all rights, representations, guarantees, conditions, warranties, undertakings, remedies or other terms in relation to the Company that are not expressly set out in these terms and conditions to the maximum extent permitted by law.
To the extent permitted by law, the Company, its related bodies corporate and their officers, employees, contractors and agents will not be liable for any loss, claims, damages or costs (including legal costs and expenses on a full indemnity basis) arising out of or in connection with:
- your use or inability to use the Website;
- your reliance or acting, or failing to act, on any information contained on or referred to on the Website;
- any unauthorised access on the Website; and
- any loss or corruption of User Materials at any time,
including but not limited to all indirect, incidental, special and consequential damages (including loss of profits, loss of opportunity and loss of data) to any person even if such loss or damages were reasonably foreseeable.
Subject to the other terms of this clause, the Company’s maximum aggregate liability to you in any 12-month period for any damages, losses, claims or anything else in connection with these terms and conditions, including any breach by the Company, however arising, in contract, in tort (including negligence), under any statute, custom, law or on any other basis is limited to the lesser sum of AUD$10 and the amount paid by you, if any, for accessing this Website.
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 the ACL, or the exercise of a right conferred by such a provision, or any liability of the Company 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 services, to the extent that the ACL applies to the Website.
If the Company is liable to you 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 Company’s total liability to you for that failure is limited to, as determined by the Company in its absolute discretion:
- in the case of goods, the replacement or repair of the goods or the supply of equivalent goods or the payment of the cost of repairing the goods or of supplying equivalent goods and
- in the case of services, the supply of the service again or the payment of the cost of having those services supplied again.
For purposes of this section “ACL” means the Australian Consumer Law (as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth)).
You agree to indemnify and keep indemnified the Company from and against any costs, loss, liability, claim or damage which the Company incurs or suffers as a result of:
- your use of the Website generally
- the supply, suspension or restriction of your access to the Website
- your violation of any applicable law
- any claim made against the Company and/or you by a third party arising out of or in connection with these Terms and Conditions, 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 you
- any claim made against the Company for actual or alleged infringement of a third party’s rights arising out of or in connection with the User Materials
- any default by you in respect of these Terms and Conditions or
- of any act or omission by you in connection with your use of the Website, including without limitation the Website Material.
It is not necessary for the Company to incur expense or make payment before enforcing a right of indemnity under this clause.
The indemnities in this clause:
(a) are continuing obligations of yours, independent from your other obligations under these Terms and Conditions and survive termination or expiry of these Terms and Conditions; and
(b) are absolute and unconditional and unaffected by anything which otherwise might have the effect of prejudicing, releasing, discharging or affecting your liability.
The Company’s liability under this indemnity is limited under the section titled Limitation of Liability.
Pricing and availability as set forth in the Website are subject to change without notice. The Website may contain references to products or services that are only available in Australia, New Zealand and Asia. The Website may contain references to future planned products. Such products are only planned and the Company gives no guarantee as to their availability.
Links to and from Third Party Websites
The Website contains links to websites which are not operated by the Company. Although the Company has set up such links with the authority of the operators of such sites, it has no control over and is not responsible for the Material on such sites. These links are provided for your convenience only and if you use a link to access third party Material you do so entirely at your own risk. The inclusion of links to third party websites and Material does not imply any endorsement of the Material or any association with their owners and operators. Accordingly, the Company explicitly disclaims any responsibility for the accuracy, Material, or availability of information found on such websites and you hereby irrevocably waive any claim against us with respect to such sites.
The Company encourages discretion when browsing the internet using its or anyone else’s service, as some websites employ automated search results or otherwise link you to websites containing information that may be deemed inappropriate or offensive.
The Company does not endorse any of the products or services offered on any website which is not operated by Company (including any website which is accessible through a link from the Website).
If you contact a third party using functionality provided on the Website, including via e-mail, the Company accepts no responsibility for any actions taken by that third party in response to your communication or for any transactions entered into between you and the relevant third party. The Company will not be a party to any contract or transaction entered into by you with any such third party, nor shall you involve us in any way in any dispute between you and such third party.
The right to access and use the Website granted by way of these Terms and Conditions is effective until terminated by either party. You may terminate such right under these Terms and Conditions at any time by destroying all Website Material obtained by you or held in your possession and all related documentation and all copies and installations thereof, whether made under the terms of these Terms and Conditions or otherwise. Your right to access and use the Website will terminate immediately without notice from the Company if in the Company’s sole opinion:
- you fail to comply with any term or provision of these Terms and Conditions;
- it is reasonably necessary for security, technical, copyright or operational reasons;
- you violate the rights of any third party or the Company;
- the Company reasonably believes that you are engaged in illegal or fraudulent use of the Services;
- the Company reasonably believes that the User Materials are inappropriate or unlawful;
- the Company reasonably believes that you are using the Website in a way that would cause loss or damage to or otherwise cause legal liability to the Company, other users, third parties or disrupt others’ use of the Website.
Upon termination, you must destroy all Website Materials and third party User Materials obtained by you or held in your possession and all copies thereof, whether made under the terms of these Terms and Conditions or otherwise. All other provisions of these Terms and Conditions which in order to give effect to their meaning need to survive the termination of your right to access and use the Website (including without limitation all restrictions imposed on you, licenses granted by you and indemnities provided by you together with all disclaimers and limitations of liability in favour of the Company) will survive termination.
You shall at all times retain ownership of the User Materials including the intellectual property rights subsisting in it.
You are solely responsible for the uploading of any User Materials. The Company may, in its absolute discretion, refuse to accept the upload of User Materials to the Website. You agree that the Company shall not be liable to you for any Loss or damage you may suffer as a result of this.
You hereby grant to the Company an irrevocable, worldwide, perpetual, transferable, non-exclusive license to use, communicate, display, copy, reproduce, store, distribute, publish, export, adapt, edit and translate the User Materials to the extent reasonably required for the performance of the Company’s obligations and the exercise of the Company’s rights under these Terms and Conditions, together with the right to sub-license these rights to its hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of the Company’s obligations and the exercise of the Company’s rights under these Terms and Conditions.
You also grant the Company an irrevocable, non-exclusive licence to use the User Materials as non-personally identifiable data in aggregated and blinded formats where the data provides no identifying, referencing or implication of an association with you, only for the purposes of display on the Website, improving the Website, bench marking, research and marketing analysis, surveys, reports and studies, to measure any metrics associated with your use of the Website.
The Company warrants that:
(b) it will not sell, rent or lease the User Materials to any third party.
You warrant to the Company that:
(a) you own or have the necessary licenses to transmit such User Materials through the Website and that any User Materials provided will not infringe any third party rights (including intellectual property or confidentiality obligations) nor give rise to a liability to make royalty or other payments to a third party;
(b) the User Materials will not:
(i) breach the provisions of any law, statute or regulation;
(ii) give rise to any cause of action against the Company,
(iii) in each case in any jurisdiction and under any applicable law.
You acknowledge that on termination we will delete any data that you have stored on the Website. It is solely your responsibility to backup any data before termination and we will not be liable for any Loss in this regard.
These Terms and Conditions represent the entire binding agreement between you and the Company, and our respective successors and assigns, and supersede any and all prior understanding, statements or representations, whether electronic, oral or written, regarding the Company, the Website, and the information and contents on the Website.
Waiver of any Obligation or Right
No waiver of any obligation or right by the Company will be effective unless in writing and executed by the Company.
If any provision of these Terms and Conditions are found to be invalid or unenforceable by a court of law, such invalidity or unenforceability will not affect the remainder of these Terms and Conditions which will continue in full force and effect.
This site is controlled and operated by the Company from its offices within Australia. The Company does not represent that the Website Material is appropriate or available for use in other locations. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent that local laws are applicable.
These Terms and Conditions will be governed and construed in accordance with the laws of New South Wales, Australia. You irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of New South Wales and any courts of appeal from them for determining any dispute concerning these Terms and Conditions. The Company reserves the right to commence proceedings in any jurisdiction and under the law of that jurisdiction in order to enforce it rights under these Terms and Conditions.
Use of Personal Information
If you are providing personal information on behalf of someone else, you must comply with:
(a) applicable privacy legislation (including the Privacy Act 1988 (Cth), including Australian Privacy Principles, and the guidance and codes of practice issued by the Office of the Australian Information Commissioner from time to time); and
(b) the applicable policies and guidelines of the Company as made known from time to time.
You warrant and represent that such personal information that you provide on behalf of someone else complies with this clause at all times.
Use of Corporate Information
- By providing your company information you grant us a royalty free, worldwide licence to use your company name, logo (whether such is a registered trade mark or otherwise) and any other information contained on your company website, solely for the purposes of writing a description of your company to be included in our event marketing and reporting material. This information may be shared with the public at large, or our event sponsors.
- By completing your registration form you warrant that you have the authority to grant the licence referred to in the preceding clause.
FST Media Pty Ltd
ABN: 53 124 351 560
Suite 1102, Level 11
275 Alfred St
North Sydney NSW 2060
Last updated April 2021
1.1 The terms contained in these Terms and Conditions together with any enclosed Schedule (together the Terms) form the agreement between FST Media Pty Limited ACN 124 351 560 ATF FST Unit Trust ABN 17 354 898 863 (the Organiser) and the sponsor, as named in the Schedule (the Sponsor) in respect of the sponsorship or advertising of any in person or digital online event, course or program (including any bespoke or customised events) provided by the Organiser (Event). Please ensure these Terms are read carefully prior to accepting these Terms.
1.2 In the event of any inconsistency between these Terms and Conditions and the Schedule, the terms contained in the Schedule will prevail to the extent of such inconsistency.
1.3 These Terms (including the Schedule) will become binding on the Sponsor upon (a) the Sponsor accepting it; or (b) the Sponsor giving instructions to the Organiser to proceed; or (c) the Sponsor making payment of any amount (including a deposit) to the Organiser; or (d) the Sponsor proceeding with the appointment as sponsor or advertiser of an Event.
2. DEFINITIONS & INTERPRETATION
In these Terms 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) Applicable Laws: any laws governing or affecting the arrangements contemplated by these Terms.
(c) Commercial Rights: any and all rights of a commercial nature connected with the Event.
(d) Corporations Act: the Corporations Act 2001 (Cth).
(e) Delegate: any attendee of an Event.
(f) Event: has the meaning given in clause 1.
(g) 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.
(h) 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.
(i) Expiry Date: completion of the Event.
(j) Force Majeure Event: events, circumstances or causes beyond a party’s reasonable control including (but not limited to):
- strikes, lock-outs or other industrial action;
- civil commotion, riot, invasion, cyber-attack, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
- fire, explosion, storm, flood, earthquake, subsidence, epidemic, health emergencies, disease, or other natural disaster;
- impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
- interruption or failure of utility services (including the inability to use public or private telecommunications networks); and
- the acts, decrees, legislation, regulations or restrictions of any Government Agency,
- however does not include a lack of funds.
(k) 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.
(l) 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.
(m) 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).
(n) Organiser’s Marks: the trade marks to be used for all promotion, advertising and marketing of the Event, 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.
(o) Personnel: the directors, officers, employees, contractors, suppliers, advisers or agents of a party.
(p) Privacy Legislation: means the Privacy Act 1988 (Cth), including Australian Privacy Principles, and the guidance and codes of practice issued by the Office of the Australian Information Commissioner from time to time.
(r) Sponsor Guidelines: the sponsor guidelines and rules provided by the Organiser to the Sponsor and as amended from time to time.
(s) 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 with the Event, or which incorporate or are distributed in association with the Event Marks or at the Event.
(t) Sponsor’s Marks: the trade marks as provided by the Sponsor to the Organiser, 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.
(u) Sponsorship Category: the category of the Sponsor as specified in the Schedule or as otherwise advised by the Organiser to the Sponsor.
(v) Sponsorship Fee: the amounts payable to the Organiser in accordance with clause 6.
(w) Sponsorship Rights: the bundle of rights granted to the Sponsor as set out in the Schedule or as included in the relevant Sponsorship Category the Sponsor is appointed in.
(x) State: New South Wales.
(y) Term: has the meaning given in clause 4.2.
(z) Venue: means the venue of the Event.
3.1 Unless otherwise agreed, all Schedules provided are valid until the expiry date specified on the Schedule. Schedules will not be binding on the Organiser until the Organiser expressly acknowledges acceptance.
3.2 The Organiser reserves the right to amend such details set out in the Schedule on providing the Sponsor with written notice.
3.3 Once a Schedule has been accepted by the Sponsor, they will be committed to be a Sponsor of the Event and cannot cancel unless otherwise permitted under these Terms.
3.4 The Sponsor acknowledges and agrees that the terms of sponsorship under any accepted Schedule remains subject to availability and if, for any reason the Organiser is unable to proceed with the sponsorship appointment, the Sponsor reserves the right to cancel the Schedule (in which case the Organiser will refund all amounts paid under the Schedule).
4.1 In consideration of the payment of the Sponsorship Fee, the Organiser appoints the Sponsor as a sponsor of the Event for the Term and the Sponsor accepts such appointment on the terms and conditions set out in these Terms.
4.2 These Terms start on the date they become binding on the Sponsor and end automatically and without notice on the Expiry Date, unless earlier terminated (Term).
4.3 The Sponsor acknowledges and agrees that its appointment as a sponsor is non-exclusive.
5. GRANT OF RIGHTS
5.1 In consideration of such appointment, for the duration of the Term, the Organiser grants and the Sponsor accepts the Sponsorship Rights, on the terms and conditions set out in these Terms.
5.2 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 market, promote and exploit the Event in any media (including media yet to be invented), including by use on promotional material and merchandise.
5.3 All rights not expressly granted to the Sponsor under these Terms 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.
5.4 The Sponsor may request the Organiser to remove any of its use of the Sponsor’s Marks by written request. The Organiser must use reasonable commercial efforts to remove any of its use, however is not obligated to do so where the removal may cause a burden for the Organiser (for example if the costs of removal are large) or where such removal may burden or damage the Event.
6. SPONSORSHIP FEE
6.1 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.
6.2 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.
6.3 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 and the Sponsor is excluded from 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.
(d) For the avoidance of doubt, 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.
6.4 If the Sponsor fails to pay the Sponsorship Fee when due in cleared funds, the Organiser may charge the Sponsor interest on the overdue amount at the rate of 10% per annum accruing daily until the date of actual payment.
6.5 The Sponsor must pay the Organiser all fees without set-off or counter claim under any circumstances.
6.6 Except to the extent specified under these Terms and to the extent permitted by law, all amounts paid to the Organiser under these Terms are non-refundable.
7. OBLIGATIONS OF THE SPONSOR
7.1 Sponsorship Rights
(a) The Sponsor undertakes to the Organiser to exercise the Sponsorship Rights strictly in accordance with the terms of these Terms.
(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.
7.2 Event Marks & Commercial Rights
(a) The Sponsor undertakes to the Organiser to not use the Event Marks except to the extent and in the manner permitted in the Schedule or as expressly permitted under the Sponsorship Category.
7.3 Guidelines and Policies
7.4 Sponsor’s Event Materials
(a) The Sponsor warrants:
- 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;
- to ensure that all Sponsor’s Event Materials comply in all respects with the samples and/or draft approved in accordance with clause 7.4;
- to ensure that the publication, manufacture, packaging, distribution, advertising and sale of all Sponsor’s Event Materials comply with all Applicable Laws;
- 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
- at the written request of the Organiser and at the Sponsor’s cost withdraw from circulation any Sponsor’s Event Materials which do not comply with this clause 7 and these Terms.
(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.
7.5 Sponsor’s Marks
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.
(a) The Sponsor warrants:
- to comply with all Applicable Laws relevant to the exercise of its rights and the performance of its obligations under these Terms;
- 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;
- to provide all reasonable assistance to the Organiser in relation to the Organiser’s exploitation of the Commercial Rights; and
- 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.
(b) The Sponsor must not engage in joint promotions with any third party in relation to the Event without the Organiser’s prior written consent.
(c) If the Sponsor arranges the delivery of any Sponsor’s Event Materials to the Organiser or the Venue, the Sponsor acknowledges that such materials will be posted solely at its own risk. 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.
8. OBLIGATIONS OF THE ORGANISER
8.1 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 these Terms (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.
8.2 The Organiser must comply with all Applicable Laws relevant to its performance of these Terms.
9. DELEGATE INFORMATION
9.1 The Sponsor must:
(a) ensure information of a Delegate (provided by a Sponsor) 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.
11. REPRESENTATIONS AND WARRANTIES
11.1 Each party represents and warrants to the other that:
(a) it has full authority to enter into these Terms and is not bound by any agreement with any third party that adversely affects these Terms; 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.
11.2 The Sponsor represents and warrants that:
(a) it owns or is licensed to use the Sponsor’s Marks and the Sponsor’s Event Materials and any other material supplied to the Organiser in relation to these Terms; and
(b) the Organiser’s use of the Sponsor’s Marks in accordance with clause 5.2 will not infringe the rights of any third party.
12.1 Except to the extent caused or contributed to by the breach of these Terms by the other party (Indemnified Party), each party (Indemnifying Party) indemnifies the Indemnified Party against, and holds the Indemnified Party 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 Indemnified Party arising out of or in connection with:
(a) any breach or negligent performance or non-performance of these Terms by the Indemnifying Party or the Indemnifying Party’s Personnel;
(b) any negligent act or omission of the Indemnifying Party or the Indemnifying Party’s Personnel in connection with the Event or any other matter referred to in these Terms;
(c) in the case of the Sponsor as the Indemnifying Party:
- any damage to the Venue, persons or property caused by the Sponsor or the Sponsor’s Personnel;
- 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;
- 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 by the Sponsor or the Sponsor’s Personnel; or
(d) the enforcement of these Terms;
12.2 The Indemnifying Party must make payments under this clause 12:
(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.
12.3 The Organiser’s liability under this clause is:
(a) limited under clause 13; and
(b) reduced to the extent the loss or damage is caused by or contributed to by the Sponsor or the Sponsor’s Personnel.
12.4 The indemnities in this clause:
(a) are continuing obligations of the parties, independent from their other obligations under this agreement
(b) and survive termination or expiry of this agreement.
13. EXCLUSION & LIMITATION OF LIABILITY
13.1 The Organiser provides the rights granted under these Terms 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 to the maximum extent permitted by law.
13.2 Subject to the other terms of this clause 13, 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, including any breach by the Organiser of these Terms 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.
13.3 Nothing in these Terms 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.
13.4 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 the resupply of the services or the payment of the cost of resupply.
13.5 Without limitation to the other terms of this clause 13, 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.
13.6 Notwithstanding anything else in this clause 13, 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.
14. INTELLECTUAL PROPERTY RIGHTS
14.1 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 5.2, 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 5.1, the Sponsor will not acquire any rights in the Organiser’s Marks, nor in any developments or variations of them.
14.2 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.
14.3 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.
15. EQUIPMENT & PROPERTY
15.1 The Sponsor’s use of and keeping of any of its equipment and property at an Event is solely at its own risk.
15.2 The Organiser will not be liable for any of the Sponsor’s equipment or property at any Event.
16. SPONSOR’S EVENT MATERIALS
16.1 The Sponsor shall retain all Intellectual Property Rights relating to the Sponsor’s Event Materials.
16.2 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); and
(c) 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.
16.3 The Sponsor represents and warrants that the Sponsor’s Event Materials:
(a) are not in breach of these Terms or 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);
(b) 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;
(c) does not contain other people’s personal information without their consent;
(d) does not attempt to endanger minors;
(e) contains no inappropriate language or imagery;
(f) abides with any policies made available by the Organiser from time to time; and
(g) contains no discriminatory content or other prohibited content.
16.4 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 therefrom;
(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.
17.1 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 for an amount of $20 million per occurrence; and
(b) any mandatory insurances that the Sponsor is required to arrange and maintain under any Applicable Laws, such as workers compensation insurance (if applicable).
17.2 Where the Sponsor engages a subcontractor and/or supplier (each a Substitute) in respect of any Event:
(a) the Sponsor:
- must diligently supervise and manage each Substitute;
- is responsible, and remains liable to the Organiser for the acts, default or omissions of the Substitute.
- is liable for, and must ensure that each Substitute takes out and maintains insurance policies on terms as required under clause 17.1 (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.
17.3 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.
18. CANCELLATION, VARIATIONS AND REFUNDS
18.1 Cancellation of sponsorship by the Sponsor
(a) The Sponsor may cancel their appointment as sponsor and terminate these Terms by giving written notice to the Organiser where:
- the Organiser commits a material breach of these Terms and either:
- the breach is irremediable; or
- 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;
- the Organiser is insolvent as defined by section 95A of the Corporations Act as disclosed in its accounts or otherwise or states that it is insolvent or is presumed insolvent.
(b) If the Sponsor terminates these Terms, other than in circumstances where the Sponsor terminates validly under clause 18.1(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).
18.2 Cancellation of sponsorship by the Organiser
(a) The Organiser may cancel the Sponsor’s sponsorship and terminate these Terms with immediate effect by giving written notice to the Sponsor if:
- the Sponsor fails to pay any amount due under these Terms on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
- the Sponsor commits a breach of any term of these Terms and either:
- the breach is irremediable; or
- 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;
- the Sponsor repeatedly breaches any of the terms of these Terms 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;
- the Sponsor is insolvent as defined by section 95A of the Corporations Act as disclosed in its accounts or otherwise or states that it is insolvent or is presumed insolvent.
(b) Notwithstanding any other provision in these Terms, where these Terms are terminated under clause 18.2(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.
18.3 Cancellation of an Event by the Organiser
(a) Subject to clause 18.3(b), at any time prior to the Event Date, the Organiser reserves the right to cancel the Event or these Terms 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 on giving written notice as soon as reasonably practicable. For the avoidance of doubt in such instances 14 days’ notice is not required.
(c) The parties agree that the Organiser will not be in breach of these Terms 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.
18.4 Variation of Event by the Organiser
(a) The Organiser reserves the right, at any time, at its sole discretion, to vary the format, participants, content, location and timing or any other aspect of the Event (including to change a physical live Event to a virtual digital 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. The Sponsorship Rights granted to the Sponsor will apply to any varied Event, as applicable, and the Organiser will consult with the Sponsor in relation to any changes to the Sponsorship Rights which arise as a result of any variation to the Event (provided that any such changes are at the Organiser’s discretion).
(b) Notwithstanding any other provision in these Terms, where an Event is varied under clause 18.4 by the Organiser, then, to the extent permitted by law, this agreement will remain effective and binding on the parties and the Sponsor will not be entitled to any refund, credit note or other remedy.
(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 or otherwise liable to the Sponsor for any failure or delay in performing its obligations by virtue of any Event variation.
18.5 Force Majeure
Notwithstanding any other provision in these Terms, 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 20.
19. CONSEQUENCES OF TERMINATION
19.1 On termination or expiry of these Terms:
(a) the Sponsorship Rights granted by the Organiser to the Sponsor under these Terms immediately terminate and revert to the Organiser;
(b) the parties 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 parties must promptly deliver to the Organiser all property belonging to the other party that is in their possession or control;
(e) each party must pay to the other any sums that are outstanding and to be accounted for under these Terms.
19.2 Termination or expiry of these Terms 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 which existed at or before the date of termination or expiry.
20. FORCE MAJEURE
20.1 Force Majeure Event
(a) The Organiser will not be in breach of these Terms 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 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 20.1(b) the Organiser will be entitled to a reasonable extension of time for performing its obligations under these Terms.
20.2 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:
- the schedule of the Event, including the advertised programs, prices, venues, seating arrangements and any other ticket categories; and
- the date of the Event or any other part of the Event.
(b) In the event of variation under clause 20.2(a), to the extent permitted by law, this agreement will remain effective and binding on the parties and the Sponsor will not be entitled to any refund, credit note or other remedy.
For the avoidance of doubt, this clause does not apply where the Sponsor decides not to attend the Event or proceed with these Terms such as due to an internal company policy or Government recommendation (as opposed to a binding Government order).
(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, except:
- where the information is in the public domain as at the date of these Terms (or subsequently becomes in the public domain other than by breach of any obligation of confidentiality binding on the Recipient);
- if the Recipient is required to disclose the information by applicable law, provided that the Recipient has consulted with the provider of the information as to the form and content of the disclosure;
- where the disclosure is expressly permitted under these Terms or is required to give effect to these Terms;
- if disclosure is made to its Personnel to the extent necessary to enable the Recipient to properly perform its obligations under these Terms or to conduct their business generally, in which case the Recipient must ensure that such persons keep the information secret and confidential;
- where the disclosure is required for use in legal proceedings regarding these Terms; or
- 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 21.
(c) This clause survives termination or expiry of these Terms.
22. 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.
23. SALES TAXES
Unless expressly stated otherwise, the consideration for any supply under or in connection with these Terms is exclusive of any goods and services taxes or other sales taxes payable in any jurisdiction, and the Sponsor must pay all such amounts to the Organiser at the same time as paying other fees and charges hereunder.
All notices authorised or required under these Terms 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 as a party may from time to time notify the other.
25. GENERAL PROVISIONS
An amendment or variation of any term of these Terms must be in writing and signed by each party.
25.2 Assignment, Novation and Other Dealings
Any rights of a party that arise out of or under these Terms 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.
These Terms may be executed in any number of counterparts and by email. All counterparts taken together constitute one instrument. A party may execute these Terms by signing any counterpart. The date on which the last counterpart is executed is the date of these Terms.
If the whole or any part of a provision of these Terms 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.
Any clause which by its nature is intended to survive termination or expiry of these Terms will survive such termination or expiry.
25.6 Relationship of the Parties
Nothing in these Terms gives a party authority to bind any other party in any way nor does it impose any fiduciary duties on a party in relation to the other party.
25.7 Remedies Cumulative
Except as provided in these Terms and permitted by law, the rights, powers and remedies provided in these Terms are cumulative with and not exclusive to the rights, powers or remedies provided by law independently of these Terms.
25.8 Entire Agreement
These Terms state 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.
25.9 Governing Law and Jurisdiction
These Terms are governed by the law in force in the State. 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.