Global Links Exhibitions & Conferences Organisers Pty Ltd
1. THE CONTRACT
1.1 In this Contract, GLOBAL LINKS EXHIBITIONS & CONFERENCES ORGANISERS PTY LTD ABN 56 622 824 855 is ‘we’, ‘us’, ‘our’ and “Organiser”. References to ‘Exhibitor’ means the person applying for an exhibition space (Exhibition Space), ‘Advertiser’ means the person giving us Material and Advertising means the Publication of Material pursuant to clause 8, ‘Sponsor’ means the person paying us money in relation to the Sponsored Activity pursuant to clause 9 (collectively referred to as ‘you’ and ‘your’. 1.2 Subject to Clause 1.3 this Contract replaces all previous representations and agreements. It can only be amended in writing that we sign. 1.3 If you are an Exhibitor and have signed a multi-show discount (MSDA) with us, then the terms of the MSDA continue to apply and should be read in conjunction with the terms and conditions of this Contract. 1.4 These Terms and Conditions apply from the date of signing. You acknowledge that we update them from time to time but will not do so during the term of this Contract. 1.5 These terms and conditions take precedence over any customer terms and conditions. Acceptance by us of a valid Purchase Order does not constitute acceptance of customer terms and conditions. 1.6 Payment of fees or use of our online Exhibitor Centre will constitute your acceptance of these Terms and Conditions. 1.7 This clause 1, and clauses 2-7 inclusive and clause 10 apply to Exhibitors, Advertisers and Sponsors.
2. OUR RIGHTS & RESPONSIBILITIES
2.1 As specified in this Contract, we will: a) organise and hold the Exhibition b) organise and hold any conference, seminar or meeting (conference) c) promote the Exhibition and the Conference (collectively Events) d) make reasonable efforts to offer you the Exhibition Space, Advertising or Sponsorship requested. 2.2 We do not guarantee Exhibition visitor numbers or any level of commercial activity. We can cancel the Exhibition by writing to you before it starts. If so, we will refund your fees within 30 days. 2.3 We may change the Exhibition including, but not limited to: a) changing your Exhibition Space or its location to suit floor plan and reducing your fee in proportion to any reduction in size; b) changing the date; c) changing how long it runs for; d) changing visitor opening hours; e) moving the venue to another place in the same city; f) extending the venue in a separate area from the main venue; g) using multiple venues. 2.4 We can ask you to: • obey the relevant laws; • prevent any damage; • maximize the Exhibitions commercial success. We can do this verbally, in writing and in the Exhibitor Manual that we will make available to you. Our directions include, but are not limited to: a) refusing to allow, or stopping displays, product demonstrations or other uses of your Space; b) specifying display area wall heights and coverings; c) approving or disapproving the content and presentation of your materials; d) deciding times you can set up and dismantle displays; e) deciding how you, your employees, contractors or agents use Exhibition entry cards; f) setting conditions for moving goods and displays before, during and after the Event; g) setting restrictions on taking photographs and/or video recordings; h) specifying how you can use audio visual equipment and media and how you can demonstrate machines; i) making health and safety requirements. 2.5 We may assign any of our rights under this Contract.
3. YOUR RIGHTS AND RESPONSIBILITIES
3.1 You are not a tenant of the Exhibition Space. You cannot transfer it, share it or assign your rights to another person without our written permission. If we do give our written permission, both you and the person whom you assign your rights must agree to and sign this Contract. This extends to any additional special contract that we may require as a condition of allowing you to assign. 3.2 You must: a) use your Exhibition Space only to display and promote goods and/or services in keeping with the Exhibition; b) make the most of your Exhibition Space’s promotional and commercial opportunities; c) use the Conference area only for the purposes of the Conference; d) follow our directions as soon as possible and pay any associated costs; e) follow relevant laws, meet OH&S and venue guidelines, and avoid damaging a person or property; f) keep your Exhibition Space clean and tidy, and immediately remove all your materials when the Exhibition ends. If you do not, we will charge you a fee to do so; g) Not do anything that may interfere with the smooth running of the Exhibition, including, but not limited to, encouraging Exhibition visitors to view goods and services in another location.
4. PRICE AND PAYMENT
4.1 You must pay us fee instalments in cleared funds as we specify in the Contract. An amount equivalent to 10% of the value of the Contract is non- refundable and covers an administration fee. In addition to the administration fee, If we cancel the Contract because of your breach, or if you cancel the Contract, you are liable to pay us a cancellation fee in line with Clause 5.3. 4.2 Unless we specify otherwise, you will have to pay us other costs as well as your fee, for: a) services and connections including, but not limited to, electricity, water, gas, waste, compressed air, Internet access, and telephone; b) loading and handling; c) duties and taxes including GST; d) advertising and promotional material; e) insurance; f) display stands, dressing, and display items; g) cleaning. 4.3 Under the Payment Systems (Regulation) Act 1998 and the Payment Systems (Regulation) Regulations 2003 we may charge you a fee if you pay by credit card and if we do, we will include this information on our tax invoices.
5. OUR REMEDIES
5.1 If you breach the Contract, we will provide you with notice of the breach and give you a reasonable time to remedy it. If you fail to remedy the breach within this time, we may: a) reallocate you Exhibition Space or refuse you access to it; b) remedy your breach without advising you and require you to pay for the cost of our actions; c) assert and maintain a lien over your goods and materials. This means that we will hold these until you pay the money you owe us, or otherwise remedy the breach; d) cancel all or part of the Contract without further notice to you; e) remove you from the Exhibition and your Space. 5.2 If you do not pay your instalment fees by the due date, we will charge you a late payment fee of 3.5% each month compounding on all outstanding money. Until you have paid your fees in full we will not permit you to set up your Exhibition Space or participate in the Event. 5.3 If you cancel all or part of the Contract, you will be liable for a cancellation fee of: • 10% of total contract value if you cancel more than 240 days before the opening date of the Exhibition; • 30% of total contract value if you cancel between 240 and 150 days before the opening date of the Exhibition; • 60% of total contract value if you cancel between 150 and 120 days before the opening date of the Exhibition; • 100% of total contract value if you cancel less than 120 days before the opening date of the Exhibition;
6. RISK AND INSURANCE COVER
6.1 You agree that the Exhibition site can be hazardous. You will take due care to prevent injury and property damage. We are not responsible for any damage caused by your acts or omissions. You must use our incident report form to tell us in writing about any site incident and give us supporting evidence. After an incident you must not remove anything from the site without our prior approval. 6.2 In order to occupy the Exhibition Space, you must give us proof of current public liability insurance for $20 million,14 days before the Exhibition starts. Your insurance cover must begin at least 7 days before the Exhibition starts and continue until the end of the move-out period. If you do not have public liability insurance, we will arrange it for you at a fee. 6.3 You must not share your space without our written permission. If we permit you to share all or part of your Space with another person (Co-exhibitor) they must sign these Terms and Conditions. We will charge you a separate public liability insurance fee for each Co-exhibitor if you do not give us a separate certificate of currency for them.
7. WARRANTIES AND LIABILITIES
7.1 As allowed by law, or except where this Contract states, we: a) do not make any representations of warranties about you or your Exhibition Space; b) are not liable for any person’s injury or death, property damage, economic loss, or any indirect, special or consequential damages to do with the Event; c) exclude all conditions and warranties implied by custom, general law or statute; d) limit our liability under any implied condition or warranty, at our option, to re-supply an affected service or pay for it to be re-supplied. 7.2 You indemnify us from and against any claims, damages, losses and costs we may incur because of: a) any breach of the Contract that you make; b) any of your displays or product demonstrations; c) any of your acts or omissions to do with the Exhibition, including any negligence and wrongdoings. 7.3 Except where the law otherwise requires, in a claim for damages by one party against another, including a third-party claim, the recoverable damages claim must reflect just and equitable responsibility for the damage. 7.4 You agree not to sell or intend to sell goods at the Exhibition that misrepresent or infringe intellectual property rights. You indemnify us from and against any and all claims, damages, losses and cots we may incur if you breach this agreement.
This clause 8 applies only to Sponsorship. It does not apply to the Exhibition or the Exhibition Space or Advertising. It outlines our Sponsorship Terms and Conditions. Sponsorship is the payment made by you to us to assist us to carry out the Sponsored Activity. 8.1 Sponsorship To assist us to undertake the Sponsored Activity, you will pay us the Sponsorship Amount upon signing of this Contract. 8.2 Our rights and responsibilities a) we will: i) carry out the Sponsored Activity strictly in accordance with this Contract; ii) use the Sponsorship Amount only for the purposes of carrying out the Sponsored Activity; iii) acknowledge that you are a sponsor of the Sponsored Activity whenever reasonable including in printed material distributed by us in relation to the Sponsored Activity or another event within which the Sponsored Activity takes place; 8.3 Intellectual property rights a) We may ask you to supply us with a copy of your trademarks, service marks, symbols and logos (‘Trade ID’) so that we may use the Trade ID in materials related to the Sponsored Activity. We will identify precisely how and where we intend to use the Trade ID. You may refuse our request in your absolute discretion. If you agree to our request then: i) You grant to us a license for the use of the Trade ID or any part of it for the sole purpose of and only to the extend necessary, enabling us to perform our obligations under this contract; ii) We acknowledge that our right to use your Trade ID is limited to use exclusively in relation to the Sponsored Activity. b) We must: i) hold any goodwill in any of the Trade ID as bare trustee for you and unconditionally assign the same to you on demand; ii) not do or omit to do anything that might jeopardise the validity of any Trade ID; and iii) promptly notify you of any unauthorized use is Australia of any of the Trade ID of which we become aware. c) All intellectual property (including the Trade ID) you create remains your property. d) All Intellectual property we create in relation to the Sponsored Activity belongs to us unless otherwise agreed in writing. e) You must clearly identify any of your intellectual property (including the Trade ID) that we hold together with any restrictions upon its use before it is utilized during the Sponsored Activity.
9. GENERAL ISSUES
a) This clause applies if any of the following (called Insolvency Events) occur in relation to the Organiser: i) an application is made, proceedings initiated or a meeting (whether of shareholders, creditors or directors) is called with a view to winding it or any part of the Organiser’s undertaking up or placing the Organiser or any part of the Organiser’s undertaking under any kind of administration; ii) a receiver, liquidator, voluntary or other administration or official manager is appointed to the Organiser; iii) a compromise or arrangement of the kind referred to in Part 5.1 of the Corporations Act is proposed; iv) an application is made or an action initiated with a view to cancelling the Organiser’s registration or appointing an inspector or other officer to investigate any of the Organiser’s affairs pursuant to any legislation; v) the Organiser is, or is or may be deemed under any applicable law to be insolvent or unable to pay its debits; or vi) circumstances exist which would enable the court upon application to order winding up of the Organiser pursuant to section 461 of the Corporations Act. b) If an Insolvency Event occurs in relation to the Organiser then the Organiser by this clause assigns all of its title and interest under this agreement to Global Links Exhibitions & Conferences Organisers Pty Ltd ABN 56 622 824 855