1. THE CONTRACT
1.1. In this Contract, Rogue Lifestyle Group Pty Ltd (ABN 51 614 458 785) is ‘we', ‘us’ and ‘our’. References to the exhibitor ‘you’, ‘your’, ‘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 and/or providing us with goods and/or services 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, we may allocate your stand on a provisional floor plan. Once the floor plan is finalised we will confirm your stand position.
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.
1.7. Other documents may form part of these Terms and Conditions.
1.8. Digital acceptance of these terms and condition online or making any payment to us will constitute your acceptance of these Terms and Conditions.
1.9. Payment of any fees will constitute your acceptance of these Terms and Conditions. 1.10. This clause 1, and clauses 2-7 inclusive and clause 10 apply to Exhibitors, Advertisers and Sponsors.
1.11. These terms and conditions have been designed for the mutual benefit of Rogue Lifestyle Group Pty. Ltd. and the other parties.
2. OUR RIGHTS AND 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
e) where Events are held at multiple venues, help visitors to move between those venues.
2.2. We do not guarantee Event visitor numbers or any level of commercial activity but will use reasonable efforts to attract both online and onsite visitors. We can cancel the Event by writing to you before it starts. If so, we will refund your fees for undelivered services within 60 days for services not supplied.
2.3. We may change the Event including but not limited to:
a) changing your Exhibition Space or its location to suit our floor plan and reducing your fee in proportion to any reduction in size
b) changing the date
c) changing the duration
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.
h) cancelling the event
i) postponing the event
j) abandoning the event
2.4. We can ask you to: obey the relevant laws, prevent any damage and maximise the Event’s commercial success. We can do this verbally or in writing. Our directions may include but are not limited to:
a) refusing to allow, or stopping displays, product demonstrations or other uses of your Exhibition Space
b) specifying display area wall heights and coverings
c) approving or disapproving the content and presentation of your promotional materials
d) deciding times you can set up and dismantle displays
e) deciding how you, your employees, contractors or agents use Event entry cards
f) setting conditions for moving goods and displays before, during and after the Event
g) setting restrictions on taking photographs
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.
2.6. We may undertake a credit check on any company or director applying for credit.
2.7. We may request you to provide valid government proof of identify documents to prove your identity.
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 prior written permission. If we do give our written permission, both you and the person to 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 and maximise its aesthetic appearance in keeping with the standard and atmosphere of the Exhibition
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) comply with relevant laws, meet OH&S and venue guidelines, and avoid injuring a person or damaging property
f) keep your Exhibition Space and Conference area clean and tidy, and immediately remove all your materials when the Event 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 an Event, including but not limited to, encouraging Event visitors to view goods and services in another location
h) not sell or intend to sell goods at the Event that misrepresent or infringe intellectual property rights.
i) You must not leave early or leave the Exhibition Space unsupervised.
j) provide us with the complete listing of your buyers, vendors, resellers and agents and their contact details (buyer mailing list) for the purpose of promoting the event.
k) provide us with details of the sales volume, monetary value of sales, contracts, vendors, buyers, agents obtained by you during the event for the purpose of promoting our brand (This data will not be identifiable to your brand once published).
3.3. You consent to be photographed, filmed and/or otherwise recorded during the event. You consent to such photography, filming and/or recording and to any use, in any and all media throughout the universe in perpetuity, of your appearance, voice and name for any purpose whatsoever in connection with Rogue Lifestyle Group Pty. Ltd. and their partners. You understand that all photography, filming and/or recording will be done in reliance on this consent being given by you through your acceptance to these terms and conditions in their entirety.
4. PRICE AND PAYMENT
4.1. You must pay us fee instalments in cleared funds as we specify in the Contract. An administration fee equivalent to 10% of the value of the Contract is non-refundable except as specified in Clause 5.3. 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. If you miss a payment or are late making a payment you will be contacted before your contract is considered in breach and your position at our exhibition will be opened up to other waiting customers.
4.3. Unless we specify otherwise, you will have to pay us in addition to the admin and cancellation fee, the cost of:
a) services already provided by us
b) duties and taxes including GST
d) promotional material
f) display items including side walls
g) card fees
4.4. Under the Payment Systems (Regulation) Act 1998 and the Payment Systems (Regulation) Regulations 2006 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.
4.5. Company and personal Cheques will not be accepted for any payments made within 14 days of the event.
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 your 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 your Exhibition Space and the Event.
5.2. If you do not make payments by the due date, we will charge you a late payment fee of 2.5% each calendar week compounding on all outstanding money. Until you have paid in full we will not permit you to set up your Exhibition Space or participate in the Event.
5.3. You must advise us of your cancellation in writing and we will send you a cancellation form. We will only accept your cancellation once you have completed, signed and returned the cancellation form to us and we have acknowledged its receipt. This form will reflect any payment due in line with the table in 5.4 below.
5.4. If you cancel all or part of the Contract (except in the case of Rogue Lifestyle Pty Ltd breach), or if we cancel the Contract because of your breach, we will claim a cancellation fee from you and revoke or claim (as applicable) any discounts granted in the contract. The cancellation fee, which includes the 10% non- refundable administration fee, will be a percentage of the full (non- discounted) pro rata value of the cancelled parts of the Contract and levied if you cancel as follows:
Space and/or Advertising and/or Sponsorship:
More than eight weeks before the date of the event: 10% Administration fee
Between eight and five weeks before the date of the event: 50% of total fee
Between five and three weeks before the date of the event: 75% of total fee
Three weeks or less before the date of the event: 100% of total fee
In the event we can resell your Exhibition Space at full price we will only charge you the 10% administration fee. If we sell your Exhibition Space at a loss in order to fill the space, we will charge you the difference between the full price and the lesser sale price. If we reallocate your space as part of a floor plan consolidation the cancellation fee will still apply
6. RISK AND INSURANCE COVER
6.1. You agree that the Event 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 have adequate current public liability insurance (PLI) with an insurer that we approve of. Where you have purchased a package and we have included PLI as part of it then this is considered sufficient. The level of cover we require will vary depending on the event and we will notify you of the required level. PLI is included in your package for some events but if it is not, you must give us a PLI certificate of currency at least 14 days before you move into the Exhibition that is valid until the end of the move-out period. If PLI is not included in your package and if you are unable to provide proof of cover 14 days before move-in, we can arrange cover for you at your expense.
6.3. You must not share your Exhibition Space without our prior written permission. If we permit you to share all or part of your Exhibition 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.
6.4. All public liability insurance policy’s must be in the joint name of Rogue Lifestyle Group Pty. Ltd. and the exhibitor and contain a cross liability clause.
6.5. We may request proof of your public liability insurance in the form of a Certificate of Currency at any time. A full copy of the insurance policy must also be provided upon demand.
6.6. The exhibitor agrees to indemnify and keep indemnified and hold harmless Rogue Lifestyle Pty. Ltd., its servants, agents and each of them from and against all actions, costs, claims, charges, expenses and damages whatsoever which may be brought or made or claimed against them or any of them arising out of or in relation to the exhibitors participation in the event.
6.7. The exhibitor should effect appropriate insurance coverage for its own property, and the property of its members, staff, agents, invitees and licensees (if applicable).
6.8. The exhibitor must at all times take all such precautions necessary to protect the health and safety of the public and all persons entering the exhibition.
6.9. You must ensure that any activities do not invalidate your insurance cover.
7. WARRANTIES AND LIABILITIES
7.1. As allowed by law, or except where this Contract states, we:
a) do not make any representations or warranties about you or the 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 Event, 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 indemnify and hold us harmless from and against any claims, damages, losses or costs you may incur because of damage or loss of your property due to loss, damage, theft, fire, water, storms, strikes, riots or any other causees not listed.
This clause 8 applies only to Advertising. It does not apply to the Exhibition, or the Exhibition Space. It outlines our Publication Material Terms and Conditions. Material is any form of advertising or content you give us or that we create for you or you publish in a Publication. Publication is any publication that we own or control, including exhibitor listings, trade guides, signage, posters, apps for mobile devices, and on the Internet. If you do not exhibit at the Exhibition, you must pay our full, ‘non-exhibitor’ advertising rates.
8.1. Giving us Material
a) When you give us Material or you publish Material in a Publication you warrant that:
i) you own it or have the right to use and publish it
ii) we have the right to use and publish it
iii) it does not breach any law or any other person’s rights
iv) it is accurate, complete and free from error
v) you can legally represent the individual, entity, product or service in the Material
vi) you agree to these Terms and Conditions and will pay our rates.
b) You must give us all Material by the Material deadline that we set.
c) If we do not receive your Material by the Material deadline, we will consider that you have cancelled the Advertising. We will charge you a cancellation fee in accordance with Clause 5.3.
d) If we accept Material after the Material deadline you cannot cancel it, or stop us from publishing it.
e) If you want to cancel your Advertising, you must tell us in writing. We can refuse to cancel it and will not cancel it if the Publication has gone to press. If we agree to cancel it, you must pay us a cancellation fee in accordance with Clause 5.3.
f) If we resell your Advertising space at full price we will only charge you the 10% admin fee. If we sell your Advertising space at a loss in order to fill the space, we will charge you the difference between the full price and the lesser sale price.
g) All Material you give us must meet our technical and other requirements. If it does not, you must re-supply it or, if you require us to modify it, we will give you a quotation for production fees that we will charge you.
h) We are not liable for any loss or damage to the Material. We are also not responsible for returning Material to you.
8.2. Our pricing
a) Our prices are listed in our rate card which is available upon request.
b) If you do not pay us the full amount in Australian dollars by the due date on our invoice, we may remove your Material from the Publication and or charge you a late payment fee in accordance with Clause 5.2.
8.3. Publishing Material
a) We may:
i) refuse to publish Material
ii) remove Material from a Publication without telling you
iii) choose where to place Material in a Publication.
a) We will take every care to include the Material in the Publication, but we are not liable for any loss if it is not included.
b) If we refuse to publish Material, or remove Material from a Publication without telling you, or due to our act or omission the Material is not published, we are only liable to refund you the maximum amount you paid us to publish it.
c) You indemnify us for all claims against us and any loss or damage to us from publishing the Material because of:
i) any breach by you of your warranty in Clause 8.1a)
ii) any allegation that we have breached third-party intellectual property rights
iii) any other liability we may be exposed to.
This clause 9 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 and/or provision of goods and/or services made by you to us to assist us to carry out the Sponsored Activity.
9.1. Sponsorship To assist us to undertake the Sponsored Activity, you will pay us the Sponsorship Amount and/or provide us with the goods and/or services upon signing of this Contract.
9.2. 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 other Event within which the Sponsored Activity takes place;
iv) refund to you that part of the Sponsorship Amount relating to Sponsorship Activity which we fail to perform, if any.
9.3. 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 licence for the use of the Trade ID or any part of it for the sole purpose of, and only to the extent 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 good will 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 of the Trade ID; and
iii) promptly notify you of any unauthorised use in 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) Any 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 utilised during the Sponsored Activity.
10. GENERAL ISSUES
10.1. All Contract references to time mean as soon as possible, unless we state otherwise.
10.2. We are not liable for any expenditure, liability or loss, including consequential loss, nor will we be in default for any delay, failure or interruption because of:
- acts of God, civil or military authority, public enemy, terrorism - epidemics, war, accidents, fires, explosions, earthquakes, floods, the elements
- strikes, labour disputes, shortages - failure of electrical power, telecommunications, lifts, transportation, postage, air conditioning
- the availability of appropriate premises
- insufficient exhibitor numbers or visitor non-attendance
- any prevailing commercial circumstances or causes beyond our control.
10.3. After this Contract ends, clauses 3 to 7 and this clause 10 remain valid for:
- your rights and responsibilities
- price and payment
- our remedies
- risk and insurance cover
- warranties and liabilities.
10.4. Any part of this Contract that is not legal or enforceable may be removed, but all other Terms and Conditions will stay in force.
10.5. Victorian, Australian and Commonwealth laws and the jurisdiction of Victorian and federal courts govern this Contract.