CONDITIONS, RULES AND REGULATIONS
1. INTERPRETATION
(a) In this Contract, including any schedule or annexure hereto, unless the contrary intention appears:
“Director” means a person who is a Director of a company which company enters into this Contract as an Exhibitor.
“Exhibit” means the products and/or services displayed by the Exhibitor named on the front page hereof.
“Exhibition” means the exhibition, named on the front page hereof, to be held at the venue and on the dates detailed on the front page hereof or otherwise notified by the Organiser to the Exhibitor in accordance with the terms herein.
“Exhibitor” means the Company, person, association, or other legal entity wishing to take part in the exhibition and named on the front page hereof as the Exhibitor, and where the context permits, includes the Exhibitors employees, agents and contractors.
“Future Obligations” means any acts, matter or thing, which a party to this Contract will be liable to do (in the future) pursuant to a term of this Contract.
“Organiser” means Expertise Events Pty Limited and includes its successors and assigns and where the context so permits the Organiser’s agents, contractors and employees.
“Stand” means floor space allotted to the Exhibitor by the Organiser in the position agreed between the Exhibitor and Organiser and described in the Booking Proposal or as otherwise determined pursuant to the provisions herein and includes any walls, partitions or other structures to be provided by the Organiser to the Exhibitor.
“Venue” means the site at which the exhibition is to be held and noted on the front page hereof or otherwise notified by the Organiser to the Exhibitor in accordance with the terms herein.
(b) Where the context so permits, words importing the singular number include the plural and vice versa; words importing gender include every other gender; and words importing persons include associations, bodies corporate and government and semi-government authorities and departments and vice versa.
(c) Any covenant, indemnity or agreement on the part of two (2) or more persons shall be deemed to bind them jointly and each of them severally.
(d) Headings have been inserted for guidance only and shall not be deemed to form any part of the context.
(e) In the interpretation of this Contract, no rules of construction shall apply to the disadvantage of one party on the basis that that party put forward this Contract.
(f) None of the provisions of this Contract nor any act matter, or thing done under or by virtue of or in connection with this Contract or any other agreement between the parties to this Contract shall operate as a merger of any of the rights and remedies of the parties in or under this Contract or in or under any such other agreement all of which shall continue in full force and effect.
(g) References to writing shall include typing, facsimile, email and all other means of reproducing words in a lasting visible form. References to notices shall mean notices in writing.
(h) If any provision of this agreement is void or held to be voidable or is in breach of any law in respect of which contracting out is prohibited or where the whole of this agreement may fail because of such clause then any such clause shall be severed from this agreement and this agreement shall be construed accordingly.
2. MAKING OF THE CONTRACT
The completion, execution and returning by the Exhibitor of this Contract shall be deemed to be an offer by the Exhibitor to the Organiser to take the Stand at the Exhibition upon the terms and conditions contained herein. Acceptance of the said offer shall be by the Organiser’s return to the Exhibitor of a signed Confirmation of Booking (referred herein as the “Confirmation of Booking”). Upon such acceptance the Organiser agrees to provide, and the Exhibitor agrees to take the Stand upon the terms and conditions contained herein. Banking of any cheque forwarded by the Exhibitor or other payment made to the Organiser will not constitute acceptance of the Exhibitor’s order. If this order is not accepted any amount paid by the Exhibitor will be refunded by the Organiser for the full amount of all money paid.
3. PAYMENT
The Exhibitor shall pay to the Organiser, such amounts on or before such dates as shall be specified in Booking Proposal on the front page of this agreement. If any payment is not made by a due date the Exhibitor shall pay to the organiser an additional $250 administration fee for each late payment which is agreed between the parties to be a reasonable estimate of the Organisers overhead costs of seeking payment on the due date from the Exhibitor. This amount shall be additional to any other costs of enforcement.
Please Note – All payments made by credit card will incur an additional fee of 3% of the amount paid using r American Express or 1% of the amount paid using Visa & Mastercard.
4. ASSIGNMENT, SUBLETTING AND OTHER DEALINGS
The Exhibitor shall not assign or sublet any part of the Stand without the consent of the Organiser in writing. Such consent shall be at the sole and absolute discretion of the Organiser, which shall not be obliged to give reasons for any refusal. Any such consent, if given, shall be on condition that the Exhibitor as assignor continues to be bound by the Terms and Conditions of this Contract and the assignee also agrees to be bound by the Exhibitor’s obligations under this contract.
5. CHANGES TO THE EXHIBITION
(a)The Exhibitor acknowledges that having regard to the period of time between the date of entering into this Contract and the proposed date of the Exhibition it is possible that circumstances may arise which make it necessary or desirable in the reasonable view of the Organiser to effect changes to the Exhibition. Without limiting the generality of such changes the Organiser shall have the right by notice in writing to the Exhibitor given not less than thirty (30) days prior to the commencement of the Exhibition, to change the dates of the Exhibition (including into a new year) and/or the place of the venue for the Exhibition to another venue (provided it is in the same State.) The Organiser shall only exercise its rights under this Clause where it reasonably believes that circumstances necessitate such action. In the event of any such action by the Organiser under this Clause there shall be no consequent liability to the Organiser and the Organiser shall have no liability for any amounts expended or expenses incurred by the Exhibitor and the Exhibitor shall have no claim against the Organiser for damages of whatever kind or nature, whether they be a direct or indirect result of the change
(b) The Organiser shall be entitled to cancel this agreement by notice in writing to the Exhibitor given not less than 14 days prior to the date of the Exhibition if the Organiser considers that it is not in the best interests of either the Organiser or the Exhibitors to hold the Exhibition provided that less than 14 days’ notice may be given if in the reasonable opinion of the Organiser the Exhibition should be cancelled due to any act of terror, or other event which is beyond the control of the Organiser . In either such event the Organiser shall refund to the Exhibitor all money paid by the Exhibitor to the Organiser for the Stand but the Exhibitor shall not have any other entitlement or be entitled to make any other claim. against the Organiser in relation to such cancellation.
6. REALLOCATION OF EXHIBITOR’S STAND
Notwithstanding anything to the contrary herein the Organiser shall have the right to amend, alter or relocate an Exhibitor’s Stand without adjustment of the price and the Exhibitor will not object thereto. Notwithstanding the foregoing, if the Exhibitor has paid a higher rate per square metre for the location of the Stand originally booked than the rate applicable to the location of the Stand as relocated, the Organiser shall refund to the Exhibitor the difference. The Organiser shall not amend or alter the Exhibitor’s stand so as to reduce its size. If the Exhibitor does not approve any proposed relocation of the Exhibitor’s stand the Exhibitor may within 7 days of being informed of such relocation give notice in writing of its intention to terminate this agreement and if the Organiser has not within 7 days of the Exhibitor’s notice given notice in writing withdrawing such relocation this agreement shall terminated and the Exhibitor shall be entitled as the Exhibitor’s only remedy to receive a refund of all exhibition fees paid by it to the Organiser.
7. EXHIBITION HOURS
The Organiser shall determine and may amend from time to time as in the Organiser’s opinion circumstances require:
(a) The hours during which the Exhibitor shall have access to the Venue for the purpose of setting up and dismantling their Stand and Exhibit; and
(b) The hours during which the Exhibition is open to visitors; and
(c) The hours during which the Exhibitor shall keep the stand staffed (which shall be the same as in (b) above unless otherwise notified). In this regard, the decision of the Organiser as to such hours shall be final and conclusive.
8. AMENDMENT OF EXHIBITION RULES AND MANUAL
(a) The Organiser may issue to the Exhibitor an Exhibition Manual in relation to the subject Exhibition and in that event the Exhibitor shall henceforth from the issue of the Exhibition Manual comply in all respects with the provisions contained in the Exhibition Manual.
(b) The Organiser shall have the right to amend or add to the Exhibition Manual. The Exhibitor agrees to abide by and observe the provisions of the Exhibition Manual and all amendments and additions from time to time.
9. DISPLAYS SUBJECT TO APPROVAL OF ORGANISER
(a) All Exhibits and Stands are subject to the approval of the Organiser. Displays and demonstrations are to be in keeping with the character, dignity and atmosphere of the Exhibition and the Organiser reserves the absolute right to reject any display or demonstration and without limiting the generality of the foregoing to take any necessary steps to stop any disturbance or nuisance during the Exhibition.
(b) The Exhibitor shall not exhibit any product, service or other matter, which is not within the description of the Product/Service set out in the Booking Proposal on the front page hereof. If the Exhibitor breaches this condition the Organiser shall be entitled to remove the Exhibitor and the exhibit from the exhibition and any cost associated therewith shall be paid by the Exhibitor to the Organiser
10. STAND SIZE ETC
The height of the dividing walls and back walls of the Stand shall be to the exact height of 2.4 metres from the pavilion floor and all walls shall be lined both sides unless backed onto another stand or wall. The Exhibitor shall at his own cost erect a partition around his Stand of not more than 2.4 metres in height to separate his Stand from adjoining Exhibitors. A Stand or Exhibit may only occupy the area of space described herein. All personnel involved in display and construction work should be financial members of an appropriate Trade Union and covered by Workers Compensation Insurance if required by law.
11. CLEANING
The Exhibitor shall be responsible to ensure the cleanliness and tidiness of the Stand at all times during the currency of the Exhibition. If the Exhibitor fails to do so , the Organiser, may without notice to the Exhibitor, employ others to clean up and remove the Exhibitor's rubbish and the cost thereof shall be recoverable by the Organiser as a debt due by the Exhibitor to the Organiser. The Organiser shall otherwise carry out general cleaning.
12. ENTRY
Exhibitors will be given entry cards for themselves and their personnel to enter the Exhibition for the duration of the Exhibition. No Exhibits or Stands may be removed during the Exhibition without permission in writing of the Organiser. Only the official photographers appointed by the Organiser are permitted to take photographs in the Exhibition, without prior permission in writing of the Organiser.
13. RETURN STAND IN ORIGINAL CONDITION
Upon completion of the Exhibition it shall be the responsibility of the Exhibitor to remove all exhibits, tools and all other materials from the Stand and the Venue and the Exhibitor shall leave the Stand allocated to him at the Exhibition in the same condition as it was prior to the Exhibitor erecting or installing any displays or carrying out any other work in relation to the Stand. The Exhibitor will be liable for any damages to walls or floors of the building in which his exhibit is housed and shall not paint or otherwise alter the floor or walls. If the Exhibitor has not removed all exhibits, tools and other material from the stand and venue as aforesaid, then the Organiser may (without being obliged and without prejudice to any other right of the Organiser) remove and dispose of same, in such a manner, as the Organiser in its absolute discretion shall decide (including dumping). The Exhibitor shall be liable for any costs associated with the removal, storage and/or disposal of such goods. If in the sole discretion of the Organiser, the goods are disposed of by sale then the Exhibitor appoints the Organiser as its attorney for the purpose of transferring title to any such goods in the course of any such disposal and hereby releases and indemnifies the Organiser against any waste or loss arising there from. Without limiting the generality of the foregoing, the Organiser is released and indemnified by the Exhibitor from and against any duty to obtain a market price for any such goods.
14. STATUTORY REQUIREMENTS
The Exhibitor shall comply with all rules, regulations and requirements of the owner or operator of the Venue and of any Statute or any government or semi-government authority or department concerning, relating to or affecting the Exhibitor’s participation in the Exhibition and without limiting the above, all regulations or directions issued by the Fire Department, Public Health Authorities (particularly in relation to the display of food stuffs) Liquor Administration Board (if the Exhibitor proposes the sale or consumption of alcohol) and regulations or directions issued pursuant to the Lotteries and Art Union, and/or the State Lottery Office or any similar department regarding any Art Union, Lottery, Raffle, Guessing Competition, Game or Side Show that may be conducted by the Exhibitor with the prior permission in writing of the Organiser. The Exhibitor shall indemnify and keep the Organiser indemnified against any cost, claim, action, proceedings or demand which may be made against the Organiser arising out of or pursuant to the failure of the Exhibitor to comply with its obligations under this Clause.
15. ORGANISER TO PROVIDE SERVICES
The Exhibitor acknowledges that prior to entering into this agreement, the Exhibitor has been provided with a schedule of charges for services which can be made available to the Exhibitor’s Stand. The Organiser shall provide at the Exhibitors expense such of those services to the Stand which the Exhibitor specifies and in accordance with the written specification of the Exhibitor. Such specification will be delivered to the Organiser thirty (30) days prior to the Exhibition. If for any reason the Organiser is unable or unwilling to provide a required service as specified, then the Organiser will notify the Exhibitor of same, and the Organiser will not be responsible for any loss or claim arising out of any non-supply of such service. The Exhibitor shall pay for the cost of provision of services to the Stand within seven (7) days of an invoice being issued by the Organiser or prior to commencement of the Exhibition commencing, whichever is the earlier. In the event that the Exhibitor requests variation to the services after commencement of the Exhibition and that variation is agreed to by the Organiser, then the Exhibitor shall pay for any such variation of the services immediately upon request for payment being made.
16. INSURANCE
(a) The Organiser shall not be under any responsibility or liability whatsoever for damages to Exhibits and Stands by loss, damage, theft, fire, flood, water, storms, strikes, riots, act of terror or any other cause whatever and it shall be a precondition of this Contract that the Exhibitor arrange its own insurance of the Exhibit and Stand to cover loss or damage by any of the abovementioned means and the Organiser shall be entitled but not obliged to inspect such policy prior to the Exhibitor entering the Exhibition.
(b) The Exhibitor shall take out a Third-Party Policy with a reputable insurer containing public liability cover for an amount not less than $20,000,000.00 and the Organiser shall be entitled but not obliged to inspect such Policy prior to the Exhibitor obtaining access to the Venue. In the event of a claim for damages against the Organiser for personal injury of any person, the Exhibitor shall indemnify the Organiser against any such claim occurring in the Stand or by any person participating in the Stand Exhibit or caused or contributed to by the Exhibitor.
(c) The Exhibitor shall take out a worker’s compensation insurance policy in respect of its employees with a reputable insurer in accordance with the appropriate State Workers Compensation Act and the Organiser shall be entitled but not obliged to inspect such Policy prior to the Exhibitor obtaining access to the venue. In the event of a claim against the Organiser under any Statute relating to Workers Compensation or Occupational Health & Safety, the Exhibitor shall indemnify the Organiser against such claims.
17. NO REPRESENTATIONS
Except as stated herein and to the extent that the same are incorporated by statute, which may not be by this Contract excluded, the Organiser makes no representations, conditions or warranties in relation to the Exhibition.
18. ENTIRE CONTRACT
The parties agree and the Exhibitor warrants that this supersedes all previous Contracts in respect of its subject matter and embodies the entire express agreement between the parties and that the Exhibitor is not relying upon any representations to the Exhibitor or the Exhibitor’s representative by the Organiser and acknowledges that the Organiser has relied upon these warranties prior to entering into this agreement with the Exhibitor. The parties agree that any collateral agreement or agreements between them in relation to the Exhibition are hereby negated and of no force or effect, unless
(a) in writing;
(b) signed by the party against whom it is sought to be enforced; and
(c) expressed to be collateral to this agreement.
19. EXHIBITOR’S WARRANTY
The Exhibitor warrants that all the exhibitor details shown in this Contract are true and correct and that the Exhibitor has made all and any relevant inquiries as to the conduct of the Exhibition and that the Exhibitor has satisfied himself in that regard.
20. DIRECTOR’S GUARANTEE AND INDEMNITY
Where an Exhibitor is a Proprietary Company, the Director or Directors of such company by affixing their signatures to this Contract shall (and where more than one jointly and severally) guarantee the performance by the Exhibitor of its obligations under the Contract and to that extent, the Directors by affixing their signatures shall also (and where more than one, jointly and severally) provide all of the releases and indemnities to the Organiser for and by themselves personally which are given by the Company hereunder. Where a director’s signature is affixed to this agreement on behalf of the Company the signature of the director shall be deemed to be also for himself personally pursuant to this Guarantee and Indemnity. This clause shall not apply to any Exhibitor which a company listed on the Australian Stock exchange.
21. TAXES
Notwithstanding any other provision of this Contract, if a goods and services tax or similar value added tax or impost (“the Tax”) is imposed in respect of any taxable supply of goods and/or services provided to the Organiser or if such tax is imposed in respect of any taxable supply of goods and or services by the Organiser to the Exhibitor, then the total amount due under this Contract shall be increased by an amount equal to such tax. The Organiser shall provide to the Exhibitor a Tax Invoice, which complies with the requirements of the relevant Tax Laws.
22. VENUE RENTAL AGREEMENT
The parties acknowledge that this Contract is subject to the provisions of the Venue Rental agreement between the Organiser and the Exhibition Centre Venue at which the exhibition is to be held and the Exhibitor agrees to comply with the terms and conditions thereof and acknowledges that it has been given an opportunity of familiarising itself with and perusing the terms and conditions of that agreement.
23. MAXIMUM LIABILITY
a) The maximum liability of the Organiser for any loss or damage of the Exhibitor whether in contract, tort, breach of statutory duty or otherwise, shall be the amount of the total booking fee for the stand. Booking fee means the total amount actually paid by the Exhibitor to the Organiser within 30 days of conclusion of the exhibition for the Exhibitors attendance at the Exhibition.
(b) Subject to any payment by the Organiser to the Exhibitor under clause 24 (a) hereof, the Exhibitor hereby releases and indemnifies (“Release and Indemnity”) the Organiser from and in respect of all loss and damage, claims, demands and actions made or taken or which could be made or taken against the Organiser
i) as a result of any accident, damage, death or injury suffered by any person or to any property (including but not limited to the person or property of the Exhibitor) occasioned by any act, default or omission by or on the part of the Organiser, its servants, agents, invitees, licensees, patrons, contractors or subcontractors and all economic loss and
ii) any direct or indirect, special or consequential damages caused by, arising out of or in relation to the Exhibition such as loss of business profits actual or anticipated, or reliance damages or other damages in any way relating the Exhibitor’s participation in the Exhibition.
If an event is capable of advance warning to the Organiser (but not otherwise) then the Release and Indemnity will not apply if the Exhibitor has notified the Organiser in writing not less than 48 hours prior to the event causing loss or damage, of the danger and the Organiser has not rectified the danger within that period. Any notification must be signed and dated by a director of the Organiser as acknowledgement of notification failing which the Exhibitor shall be deemed not to have notified the Organiser. It is expressly agreed that this clause can only be waived or varied in writing irrespective of any other purported form of waiver.
(c) The Organiser shall not be liable nor be in default for any delay, failure or interruption resulting directly or indirectly from acts of Gods, civil or military authority, acts of terror, public enemy, war, accidents, fires, explosions, earthquakes, floods, the elements, strikes, labour disputes, shortages, electric power supply failure or failure of lifts or transportation, postage, air conditioning or any non-foreseeable lack of availability of appropriate premises
24. CREDIT REPORTING
The Exhibitor authorizes the Organiser to use information provided by it to the Organiser in such a manner as the Organiser regards as appropriate. The Organiser shall also be entitled without being liable for any claim for damages by the Exhibitor or Guarantor to notify any unpaid amount hereunder to any Credit Reference Association whether or not the Exhibitor or Guarantor disputes the amount claimed by the Organiser.
25. CANCELLATION BY EXHIBITOR
The following table sets out the cancellation policy of the Organiser which will apply to this agreement, in relation to cancellations initiated by Exhibitors, namely;
Notice in writing prior to the first day of the event moving in by the Exhibitor Amount of the contract price payable notwithstanding cancellation
More than 151 days 10% of the total booking value or amount of the deposit, whichever is greater
Between 91 and 150 days 50% of the total booking value
Under 90 days 100% of the total booking value
If the Event is fully booked (to be determined at the sole discretion of the Organiser following completion of the Event) the Organiser will refund any amount paid in excess of 10% provided that this shall not entitle the Exhibitor to delay payment pending the Organiser determining whether the Event was fully booked. To be determined at the sole discretion of the Organiser, the above table may not be applicable should the dates of an event change for any reason, and instead, the amount for the cancellation will be calculated on the original dates of the event when the booking was made.
All cancellation notices are to be submitted in writing. The Exhibitor agrees there shall not be any cooling-off period post completion of this agreement. The Exhibitor accepts that the Organiser will attempt to fully book the Exhibition because of its own business interest (exercising its sole discretion and business judgment) and the Exhibitor acknowledges that it accepts this to be the case and will not allege in any proceedings in any court, tribunal or other place that the Organiser has failed to mitigate its damages.
26. EXHIBITOR’S ACKNOWLEDGEMENT
The Exhibitor acknowledges that a sufficient period of time elapsed between the time during which it was in possession of this agreement prior to execution of the agreement by the Exhibitor and that it has read this agreement and any parts of this agreement which it has not understood the Exhibitor has either obtained legal advice in relation to that part or decided in an informed manner for commercial reasons not to obtain such advice and this acknowledgement shall be taken into account by any Court of competent jurisdiction if such Court is called upon to enforce any of the provisions of this agreement.
The parties submit all their disputes arising out of or in connection with this Agreement to the exclusive jurisdiction of the Courts of New South Wales.
27. INTEREST AND DEBT COLLECTION CHARGES
Without prejudice to the rights, powers and remedies of the Organiser otherwise under this Contract, the Exhibitor will pay to the Organiser interest at the rate of twelve (12%) per annum calculated on a day to day basis on any monies due but unpaid by the Exhibitor to the Organiser on any account whatsoever pursuant to this Contract from the due date for payment until actual payment. If the debt is referred to a debt collection agency, the Exhibitor is fully responsible for all additional fees and charges imposed by that agency.
28. CONFIDENTIALTY
The terms and conditions of this Agreement are confidential between the parties and shall not be disclosed to anyone else whether by verbal or written communication, except as shall be necessary to effectuate its terms through professional advisors qualified to do so. Any disclosure in violation of this section shall be deemed a material breach of this Agreement.
29. LEGAL COSTS
The Exhibitor hereby covenants with the Organiser to pay to the Organiser on demand all legal and other costs and disbursements on a full indemnity basis incurred by the Organiser in connection with any breach or threatened breach of any of the terms hereof by the Exhibitor and/or in connection with any proceedings for enforcement of payment to the Organisers or any other obligation of the Exhibitor pursuant to this Contract. A certificate under the hand of the Managing Director of the Organiser as to the amount of those legal costs and disbursements shall except in the case of a manifest error be final and conclusive proof of those costs and the Organiser shall be entitled to enforce payment to it of the amount so certified.
30. COVID-19 AND CONDITIONS OF ENTRY
The Exhibitor acknowledges the following policies will be in place regarding this agreement in circumstances where COVID-19, or any other cause, results in a change to the event.
a) In the circumstances the Organiser deems it necessary to change the dates of the event (in accordance with Clause 5), the Exhibitor will be entitled to move any deposit monies paid to either of the new dates of the event named on this agreement, or another event not currently booked by the Exhibitor in the same calendar year as the event named on this agreement.
b) In the circumstances that an Exhibitor cannot attend an event as a result of a border closure, stay-at-home order or other mandatory Government ruling, upon providing sufficient proof to the Organiser of the order or restriction, shall be entitled to a refund of monies paid less an amount determined by the Organiser appropriate to cover any costs incurred in the planning, management or delivery of this Agreement. Such a decision can only be made 14 days from the start of the event, and the circumstances listed here shall not warrant a refund prior to this timeframe.
Having regard to the fact Government Legislation or Health Orders, Venue Conditions of Entry or Organiser policy may enforce various requirements on an event and those attending an event, the Exhibitor acknowledges they will need to comply with all requirements. A failure by the Exhibitor to comply with such requirements shall not be grounds for termination of the contract or a refund. In the event an Exhibitor is unwilling to comply with any requirements of the event, it shall be treated as a cancellation under Clause 25 (Cancellation by Exhibitor). This includes but is not limited to, mask requirements, vaccination requirements, digital check-in etc.