ARRB Conference Registrant Terms and Conditions

Last modified: 01/07/2021

This Agreement is made on the date in the Application.

Between

ARRB Group Ltd (A.B.N. 68 004 620 651) trading as the Australian Road Research Board (ARRB) of 80A Turner Street, Port Melbourne, VIC 3207.

AND the entity named in the Application (Registrant)

together the Parties, and each a Party

Background

1. ARRB plans to hold the Conference at which the Registrant plans to attend as identified in the Application.
2. The Registrant has signed the Application in acknowledgement that the terms contained in the Application and the terms contained in these ARRB Conference Terms and Conditions constitute a binding agreement between the Parties with regard to the Registrant’s participation in the Conference.

The Parties agree as follows:

1. Conference Benefits and payments
1.1 Conference Benefits                                                                    

Subject to the payment in full by the Registrant to ARRB of the Fee, ARRB will provide the Benefits to the Registrant.

1.2 Fee

1. The Registrant will pay the Fee to ARRB together with all applicable GST in accordance with the terms set out in the Application;
2. ARRB will issue a Tax Receipt upon payment in accordance with applicable GST Law;

1.3 Intellectual Property

Subject to any express written licence, this Agreement does not:

1. licence, transfer or assign any interest in either Party’s Intellectual Property to the other Party or to any other person; or
2. otherwise affect the ownership of either Party’s Intellectual Property rights.

1.4 Laws and Registrant behaviour

1. Each Party will comply with all applicable Laws during and in relation to the Conference;
2. The Registrant will promptly leave any Conference activity or event if asked by ARRB Personnel to do so for reasons of disorderly behaviour, intoxication or security and the Registrant will not be entitled to claim any compensation in those circumstances;
3. The Registrant will not film or record any person or activity at the Conference without the prior written approval of ARRB and any affected person;
4. ARRB may film or record the Registrant at the Conference and ARRB may disclose the Registrants personal contact information and photographs in the context of the Conference and the Registrant will not be entitled to claim any compensation in those circumstances; and
5. The Registrant acknowledges and agrees to comply with the ARRB Privacy Policy as set out or referenced in the Application.

1.5 Trade Marks

Neither Party may use any of the other Party’s registered or unregistered trade marks, logos, symbols or other identifications for any purpose without the other Party’s prior written consent which may be withheld or granted subject to any conditions in the discretion of the other Party.

2. Assignment and subcontracting

2.1 Assignment

1. Subject to clause 2.1(b), The Registrant may not assign any part of this Agreement without the prior written consent of ARRB.
2. The Registrant may transfer registration to a colleague employed by the same employer as the Registrant without ARRB’s consent but will notify ARRB of the transfer before it takes effect.

3. Payments

3.1 Set off

Neither may deduct from any amount otherwise payable to the other Party any amount due for alleged to be due from the other Party in connection with the Conference.

4. ARRB’s Liability

4.1 Exclusion from liability

To the fullest extent permitted by law, ARRB is not liable to the Registrant in respect of ARRB’s acts or omissions in any way related to the Conference other than for breach by ARRB of its obligations under this Agreement.

4.2 No warranty by ARRB

The Registrant acknowledges that ARRB has given the Registrant no express or implied warranties whatsoever (including as to fitness for purpose of the Benefits, tax deductibility of the Fee or expenses associated with attendance at the Conference, or otherwise) in relation to the Benefits or the Conference.

4.3 Exclusion of Statutory Warranties

To the fullest extent permitted by law, ARRB hereby excludes all warranties implied by law that can be excluded and ARRB hereby limits the remedies for any warranties implied by law that cannot be excluded to the minimum remedies required by law in relation to any breach of those warranties.

4.4 No Consequential Loss

To the fullest extent permitted by law, ARRB will not be liable to the Registrant for any Indirect or Consequential Loss suffered by the Registrant or by any third party.

4.5 Limitation of Liability

In all circumstances where ARRB is liable to the Registrant, ARRB’s liability:

1. is reduced to the extent that the loss suffered is a direct or indirect consequence of the act or omission of the Registrant or any other person;
2. is limited to the lesser of:
   1. any amount recovered by ARRB from insurance in respect of the relevant liability;
   2. an amount equal to the total Fee paid to ARRB by the Registrant; and
   3. $5,000 (inclusive of GST); and
3. is recoverable only in respect of a claim by the Registrant on ARRB made during the Term or within 12 months after the expiration of the Term.

5. Expiry and Termination

5.1 Expiry

Unless terminated earlier, this Agreement terminates at the conclusion of 12 months after the last day of the Conference stated in the Application (Term).

5.2 Termination by either Party

Subject to the provisions of this clause 7, neither Party may terminate this Agreement other than for breach by the other Party of a material obligation under this Agreement.

5.3 Cancellation or postponement of Conference

In the event that ARRB elects to cancel or postpone the Conference for any reason (including for reasons of pandemic or epidemic, default by third party, threat to security, severe weather conditions, fire or any other cause), ARRB may elect, in its unfettered discretion, to:

1. provide the Benefits at a conference held at a later date within twelve months of the proposed Conference date at a venue in Australia chosen by ARRB;
2. provide the Benefits at a virtual live streaming conference held at later date within twelve months of the proposed Conference date and refund an amount reflective, in ARRB’s reasonable opinion, of the savings to ARRB in holding the virtual live streaming conference; or
3. cancel the Conference altogether and refund the Fee less an amount reflective, in ARRB’s reasonable opinion, of the costs to ARRB expended to that time.

5.4 Cancellation by Registrant

The Registrant acknowledges and agrees that the registrant will not be entitled to a refund of the whole or any part of the Fee except on the basis, if any expressly stated in the Application.

5.5 Transfer of Registration

The Registrant acknowledges and agrees that the registration is personal to the Registrant and will not (nor may the Registrant’s name tag) be transferred to any other person, except to the extent, if any, expressly permitted in the Application.

5.6 Survival

The rights and obligations contained in clauses 2, 4, 5.4, 6, 7, 8 and 9 continue to bind the Parties notwithstanding the termination or expiry of this Agreement.

6. Dispute Resolution

6.1 Procedure for resolving disputes

1. A Party to this Agreement claiming that a dispute (Claimant) has arisen under this Agreement will give notice to the other Party (Defendant) stating the matters in dispute and naming as the Claimant’s representative a person with authority to negotiate and to settle the dispute (Dispute Notice).
2. Within 10 Business Days of receiving the Dispute Notice, the Defendant will give the Claimant notice stating the Defendant’s response to the matters in dispute and naming as the Defendant’s representative a person with authority to negotiate and to settle the dispute (Reply Notice).
3. Within 5 Business Days of the service of the Reply Notice the Party’s named representatives will meet to seek to resolve the dispute. The terms of any settlement will be recorded in writing signed by both representatives.
4. If the dispute is not resolved within 10 Business Days of the service of the Reply Notice (or within such further period as the representatives may agree in writing is appropriate), the Parties will proceed to mediate in accordance with the Institute of Arbitrators & Mediators Australian Mediation Rules.
5. If the matter is not resolved through mediation, within 40 Business Days of the Reply Notice, either Party may take such action as it sees fit.

6.2 Urgent interlocutory relief

Nothing in this clause 9 prevents a party from seeking and obtaining urgent interlocutory relief in a Court of appropriate jurisdiction.

6.3 Continue to perform

Notwithstanding the existence of a dispute, each Party will continue to perform its obligations under this Agreement.

7. Confidentiality

Each Party will keep confidential the other Party’s confidential information.

8. General

8.1 GST

1. Words or expressions used in this clause which are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST Act) have the same meaning in this clause.
2. Any consideration to be paid or provided for a supply made under or in connection with this Agreement unless specifically described in this Agreement as “GST inclusive” does not include an amount on account of the tax payable on taxable supplies under the GST Act (GST).
3. Despite any other provision in this Agreement, if a Party (Supplier) makes a supply on which GST is imposed, under or in connection with this Agreement:
   1. the consideration payable or to be provided for that supply under this Agreement (GST exclusive consideration) is increased by, and the recipient of the supply (Recipient) will also pay to the Supplier, an amount equal to the GST exclusive consideration multiplied the prevailing rate of GST; and
   2. the amount by which the GST exclusive consideration is increased will be paid to the Supplier by the Recipient without set off, deduction or requirement for demand, at the same time as the GST exclusive consideration is payable or to be provided.
4. Any payment or amount to be made under this Agreement which is calculated as a percentage of any other amount or revenue stream, will be calculated as a percentage of that other amount or revenue stream net of GST.

8.2 Notices

All notices under this Agreement required to be given will be delivered by hand or sent by certified mail to the address of the Party set out in the Application, or the most recent address notified in writing by one Party to the other.

8.3 Relationship of the Parties

Neither Party:

1. will, in any circumstances by virtue of this Agreement be deemed to be a partner, employee, legal representative or agent of the other Party; and
2. has any right or authority to assume or create, in writing or otherwise, any obligation of any kind expressed or implied or give any release, discharge or waiver in the name of or on behalf of the other Party or to otherwise act or purport to act in any capacity whatsoever on the other Party’s behalf.

8.4 Governing law and jurisdiction

1. This Agreement is governed by the Law applicable in the State of Victoria.
2. Each Party irrevocably and unconditionally submits to the jurisdiction of the courts of the State of Victoria.

8.5 Severability

If any provision of this Agreement is in conflict with any rule of Law, statute, ordinance or regulation, it is to be severed so that the validity and enforceability of the remaining provisions are not affected.

8.6 Entire agreement

This Agreement constitutes the entire agreement between the Parties as to its subject matter and in relation to that subject matter, supersedes any prior understanding or agreement between the Parties and any prior condition, warranty, indemnity or representation imposed, given or made by a Party, other than as set in this Agreement.

8.7 Changes to this Agreement

Any modification or amendment to this Agreement will be in writing signed by each of the Parties.

8.8 No waiver

The failure of a Party to enforce any of the provisions of this Agreement or the granting at any time of any other indulgence is not to be construed as a waiver of that provision or of the right of such Party to enforce that or any other provision at a later date.

8.9 Costs

Each Party will bear its own costs for the preparation and execution of this Agreement.

9. Definitions and Interpretation

9.1 Defined Terms

In this Agreement, unless the contrary intention appears:

‘Agreement’ means these Conference Terms and Conditions and the Application to which they relate;

‘Application’ means the Registration Form signed by the Registrant in which these ARRB Conference Terms and Conditions are contained;

‘Benefits’ means the benefits for the Registrant identified in the Application;

‘Conference’ means the ARRB conference identified in the Application;

‘Fee’ means the fee or fees payable to ARRB by a Registrant as identified in the Application;

‘Indirect or Consequential Loss’ includes any loss of opportunity, profit, anticipated profit, business, business opportunities or revenue or any failure to realise anticipated savings;

‘Intellectual Property’ means all intellectual and industrial property rights throughout the world, whether subsisting now or in the future, including copyright, future copyright and analogous rights, inventions (including patents and innovation patents), registered and unregistered trademarks or name, registered and registrable designs, confidential information, trade secrets, technical data and know how, circuit layout rights, and all other protected rights of intellectual property defined in Article 2 of the Convention Establishing the World Intellectual Property Organisation dated 14 July 1967 (as amended from time to time), including any application or right to apply for registration of any of these rights and includes all Moral Rights of a Party’s Personnel which come into existence in producing the Materials;

‘Law’ means:

1. the common law of and all statutes of the Commonwealth and the State or Territory in which the Services are to be provided; and
2. all regulations, orders, rules, subordinate legislation, approvals, codes, standards and requirements of organisations enforceable under those Statutes;

‘Moral Rights’ means rights of integrity of authorship, rights of attribution of authorship, rights not to have authorship falsely attributed, and rights of a similar nature conferred by statute, that exist, or that may come to exist, anywhere in the world;

‘Personnel’ means:

1. employees, agents, consultants, suppliers and subcontractors of a Party; and
2. employees, agents, consultants, suppliers and subcontractors of those subcontractors.

‘Registrant’ means the applicant for Registration as described in the Application;

‘Registration’ means registration at the Conference.

9.2 Interpretation

In this Agreement, unless the contrary intention appears:                                           

1. headings are for ease of reference only and do not affect the meaning;
2. the singular includes the plural and vice versa;
3. a reference to a party, clause, schedule or annexure is to a Party, clause, schedule or annexure to this Agreement;
4. a reference to a person includes a company, partnership, joint venture, association, corporation, government, governmental or local authority or agency or owners corporation;
5. a reference to any statute, regulation, ordinance or by-law includes a variation to, consolidation of, replacement to and delegated legislation under that statute, and a reference to a statute includes regulations, proclamations, ordinances and by-laws issued in relation to the subject matter of that statute;
6. a reference to a day is a calendar day;
7. a reference to a Party in any agreement includes that Party’s executors, administrators, successors and permitted assigns;
8. a reference to an agreement or contract includes any undertaking, deed, agreement or legally enforceable arrangement or understanding, whether or not in writing;
9. no provision of this Agreement will be construed adversely to a Party solely on the grounds that the Party was responsible for the preparation of this Agreement or that provision;
10. a reference to an agreement, including this Agreement, includes a reference to that agreement as novated, altered or replaced from time to time;
11. the meaning of general words is not limited by the word “including”;
12. a reference to currency, $, AUD or A$ is a reference to the currency of the Commonwealth of Australia; and
13. if there is any inconsistency between the terms contained in the Application and these Conference Terms and Conditions, the provisions of these Conference Terms and Conditions take precedence over those of the Application, to the extent of the inconsistency.