ARRB Conference Sponsor and Exhibitor 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 sponsor and/or exhibitor entity named in the Application contained in the Prospectus (Sponsor)

together the Parties, and each a Party

Background

  1. ARRB plans to hold the Conference in which the Sponsor plans to participate, as a sponsor and/or exhibitor, as identified in the Application.
  2. The Sponsor has signed the Application in acknowledgement that the terms contained in the Application, in the Prospectus and in these ARRB Conference Terms and Conditions constitute a binding agreement between the Parties with regard to the Sponsor’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 Sponsor to ARRB of the Contribution, ARRB will provide the Benefits to the Sponsor.

1.2 Sponsor’s obligations and commitments

  1. The Sponsor will pay the Contribution to ARRB together with all applicable GST in accordance with the terms set out in the Application and the Prospectus. ARRB will issue a Tax Receipt upon payment in accordance with applicable GST Law;
  2. The Sponsor will ensure that all registrants nominated by the Sponsor to attend the Conference will attend all sessions, social functions and networking sessions for which they are nominated;
  3. The Sponsor will ensure that any exhibition of the Sponsor identified in the Application is attended by an adequate number of suitably experienced Sponsor’s Personnel throughout the Conference open hours;
  4. All Sponsor’s Personnel attending the Conference will wear their own Conference name tags at all times and will not transfer name tags to any other person at any time;
  5. The Sponsor’s exhibition stand and area and all Sponsor’s Personnel will comply with all Laws at all times;
  6.  The Sponsor will hold current valid insurances with a reputable and solvent insurer at all times during the period of this Agreement for the categories of risks and in the amounts, if any, stated in the Prospectus;
  7. The Sponsor will erect and dismantle the Sponsor’s exhibition in accordance with all applicable Laws and in the manner and in accordance with the guidelines, if any, specified in the Prospectus;
  8. The Sponsor will not conduct any competition or promotion with or offer prizes or incentives to registrants at the Conference without the prior written approval of ARRB and then only in accordance with applicable Laws; and
  9. The Sponsor will not conduct any social or networking functions or workshops for Conference registrants, nor collect any registrant data during the Conference without the prior written approval of ARRB and then only in accordance with applicable Laws.

2. Warranty and Indemnity

2.1 Warranty by Sponsor

The Sponsor, warrants to ARRB:

  1. all information contained in or to be reasonably inferred from the Materials is accurate in every respect, is not misleading or deceptive in any respect and otherwise complies with all applicable Laws;
  2. all Intellectual Property in the Materials is owned by or licenced to the Sponsor and the Sponsor is legally entitled to provide that information to ARRB for distribution by ARRB in relation to and at the Conference;
  3. The Sponsor and all its Personnel engaged in the Conference will, at all times before termination of this Agreement, comply with all applicable Laws; and
  4. the Materials do not contain any confidential information of the Sponsor or of any other person.

3. Co-operation, Approvals and other considerations

3.1 Co-operation

  1. Each Party will endeavour to ensure that all its Personnel and all third-party personnel and contractors who are engaged in relation to the Conference, liaise, co-operate and confer with the Parties as necessary to enable AARB to provide the Benefits.
  2. Each Party will endeavour to carefully co-ordinate and integrate its activities with the activities carried out by the other Party and its Personnel and with the activities of all other Conference sponsors and registrants and of all third party personnel and contractors engaged in relation to the Conference.

3.2 Necessary approvals

Each Party will use all reasonable endeavours to obtain all necessary approvals, authorities, licences and permits which are required from governmental, municipal or other responsible authorities, or otherwise required at Law, to enable the Benefits to be provided at the Conference.

3.3 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 the other Party’s Intellectual Property rights.

3.4 Trade Marks

  1. The Sponsor licences ARRB to use all of the Sponsor’s registered and unregistered trade marks, logos, symbols and other identifications for any purpose in relation to the Conference, including the distribution of the Materials at the Conference, without the Sponsor’s further approval or consent.
  2. The Sponsor will not use any of ARRB’s registered or unregistered trade marks, logos, symbols or other identifications for any purpose without ARRB’s prior written consent which, in ARRB’s absolute discretion, may be withheld or granted subject to any conditions.

3.5 Services from others

The Sponsor may, at its own expense, obtain advice, services or assistance from others in connection with the Benefits but will ensure that all others assisting in that regard comply with all obligations imposed on the Sponsor under this Agreement.

4. Assignment and subcontracting

4.1 Assignment

  1. Subject to clause 4.1(b), the Sponsor may not assign any part of this Agreement without the prior written consent of ARRB.
  2. The Sponsor may assign this Agreement to its Related Body Corporate without ARRB’s consent but will notify ARRB of the assignment before the change takes effect and meet ARRB’s associated costs of implanting the Benefits as a consequence of the assignment.

4.2 Subcontracting

  1. Each Party will:
      1. co-ordinate the work of all its subcontractors;
      2. provide and direct all necessary Personnel to administer, supervise, inspect, co-ordinate and control its subcontractors; and
      3. at all times co-ordinate its activities and ensure execution and completion of the work is carried out by its subcontractors in a proper and workmanlike manner according to the relevant requirements of each activity.

5. Payments

5.1 Shared Expenses and set off

Any payments by one Party to the other Party, contemplated by this Agreement as shared expenses will be made upon presentation of a tax invoice in accordance with applicable GST Law by the other Party.

5.2 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.

6. ARRB’s Liability

6.1 Exclusion from liability

To the fullest extent permitted by law, ARRB is not liable to the Sponsor 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.

6.2 No warranty by ARRB

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

6.3 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.

6.4 No Consequential Loss

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

6.5 Limitation of Liability

In all circumstances where ARRB is liable to the Sponsor, 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 Sponsor 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 Contribution paid to ARRB by the Sponsor; and
    3. $5,000 (inclusive of GST); and
  3.      is recoverable only in respect of a claim by the Sponsor on ARRB made within 12 months after the expiration of the Term.

7. Expiry and Termination

7.1 Expiry

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

7.2 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.

7.3 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 to the Contribution made less an amount reflective, in ARRB’s reasonable opinion, of the costs to ARRB expended to that time.

7.4 Survival

The rights and obligations contained in clauses 2, 3.4, 6, 7.4, 8, 9, 10 and 11 continue to bind the Parties notwithstanding the termination or expiry of this Agreement.

8. Dispute Resolution

8.1 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.

8.2 Urgent interlocutory relief

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

8.3 Continue to perform

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

9. Confidentiality

Unless compelled by Law to disclose that information, each Party will keep confidential the other Party’s confidential information.

10. General

10.1 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.

10.2 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.

10.3 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.

10.4 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.

10.5 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.

10.6 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.

10.7 Changes to this Agreement

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

10.8 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.

10.9 Costs

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

11. Definitions and Interpretation

11.1 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 application signed by the Sponsor contained in the Prospectus;

Benefits’ means the benefits for the Sponsor identified in the Prospectus;

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

Contribution’ means the contribution payable to ARRB by the Sponsor;

‘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;

‘Materials’ means all materials and information in any medium or form provided by the Sponsor to ARRB including materials and information intended for publication by ARRB or for provision by ARRB to Conference registrants and includes all materials and information in any medium or form provided by the Sponsor directly to any person who attended, or registered to attend, the Conference;

‘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;

‘Prospectus’ means the Conference Prospectus in which these Terms and Conditions are contained;

‘Related Body Corporate’ has the meaning given in section 9 of the Corporations Act 2001 (Cth); and

‘Sponsor’ means a sponsor of or exhibitor at the Conference in the manner described in the Application.

 

11.2 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 Application or the Prospectus and these Conference Terms and Conditions, the provisions of these Conference Terms and Conditions take precedence over those of the Application or Prospectus, to the extent of the inconsistency.

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