These Standard Terms & Conditions are to be read in conjunction with: (1) the Exhibitor Agreement or the Advertiser Agreement between Exibit Exhibitions & Publishing Pty Ltd ABN 089 992 110 (“Exibit”) and the “Exhibitor” or "Advertiser"; and (2) the Exhibitor InfoPack of which these Standard Terms and Conditions form a component.
1. Insurance
1.1 The Exhibitor shall obtain and maintain the following insurance in respect of the Event including but not limited to:
- Public Liability Insurance with a minimum of $10 million coverage for any one claim against personal injury or damage to property with Exibit noted as joint insured.
- Workers Compensation Insurance covering all employees of the Exhibitor, their contractors and sub-contractors and Personal Accident Cover in respect of volunteers.
- Motor Vehicle Third Party Insurance in respect to vehicles on the premises with a minimum of $5 million coverage.
1.2 The Exhibitor shall provide Exibit with certificates of currency relevant to the above insurances. Exibit may charge the Exhibitor $125 in the case whereby the Exhibitor fails to provide a certificate of currency in respect of the Public Liability Insurance.
2. Risk
2.1 The Exhibitor acknowledges that it uses the Venue and its facilities at its own risk.
2.2 All property brought onto the Venue premises by the Exhibitor shall be at the Exhibitor's risk and Exibit accepts no responsibility for any loss or damage whatsoever to the property.
3. Indemnification
3.1 The Exhibitor shall indemnify and keep indemnified Exibit against all actions, liabilities, proceedings, claims, costs (including costs on a solicitor/client basis) and expenses which Exibit may suffer, incur or sustain in connection with or arising in any way whatsoever out of the use of the Venue by the Exhibitor and their employees, agents or contractors.
4. Compliance With Laws
4.1 The Exhibitor shall promptly comply with all Laws, all directions from Government Authorities, obtain all the necessary consents, licences or approvals whatsoever, and wherever applicable, and with these Standard Terms & Conditions.
5. Food and Beverage Service
5.1 The Exhibitor acknowledges that only Exibit or its nominated agent is solely authorised to provide food and beverage services at the Venue.
5.2 The Exhibitor shall not distribute or sell food or beverages without the prior written consent from Exibit or its nominated agent.
5.3 The Exhibitor shall only distribute food or beverage products if the Exhibitor is the legal distributor and/or manufacturer of the food or beverage products.
5.4 The Exhibitor shall not distribute or sell alcohol without the prior written consent of Exibit or its nominated agent and not without obtaining a Liquor Licence.
6. Rigging and Services
6.1 The Exhibitor shall exclusively contract persons authorised by Exibit or its nominated agent prior to attaching, connecting or obtaining rigging, water, waste, telecommunications and electrical services to or from any part of the Venue premises.
6.2 The Exhibitor shall pay for the services and labour of such authorised persons and shall indemnify and keep indemnified Exibit against all actions, liabilities, proceedings, claims, costs (including costs on a solicitor/client basis) and expenses which Exibit may suffer, incur or sustain in connection with or arising in any way whatsoever out of such services and/or labour.
7. Defacement of Venue Premises
7.1 The Exhibitor shall restore, at its own expense, the Venue premises to the same condition as prior to any alterations undertaken or caused by the Exhibitor.
8. Signs, Posters, Promotional Material and Attachments
8.1 The Exhibitor shall not be permitted to perform any of the following without the prior written consent of Exibit:
- Any fixing of nails, hooks, tacks, screws or adhesive fastenings to the Venue premises or to any other structure that is not the property of the Exhibitor.
- Attachment or distribution of any signs, posters, banners, brochures or any other advertising or promotional material outside of the Exhibitor's stand.
- Any other fastening or attachment tending to injure or deface the Venue premises.
9. Abandoned, Lost, Misplaced or Stolen Goods
9.1 The Exhibitor shall meet the costs of disposing of any equipment or effects of the Exhibitor (or of any other person entering the Venue premises with the express or implied invitation or permission of the Exhibitor) that has been either abandoned, lost or misplaced during the period of the Event or that remains within the Venue at the conclusion of the Event.
9.2 The Exhibitor shall release Exibit from any responsibility whatsoever for losses suffered by the Exhibitor (or by any other person entering the Venue premises with the express or implied invitation or permission of the Exhibitor) in respect of abandoned, lost, misplaced or stolen goods.
10. Objectionable Uses or Persons
10.1 The Exhibitor Agreement shall be deemed violated and it shall be able to be immediately terminated in the case where there is any use by the Exhibitor of the Venue premises that is in violation of any Laws.
10.2 Exibit shall be entitled to refuse entry to or to immediately eject from the Venue any person, including hawkers, whose conduct is objectionable, disorderly or disruptive to the Event, or in violation of any Law.
10.3 Exibit may, at its total discretion, without any notice, remove any Exhibitor at any time without refund.
11. Broadcast, Recording and Advertising Rights
11.1 The Exhibitor shall not record or broadcast the Event without the prior written consent of Exibit.
11.2 The Exhibitor shall not distribute, publish or broadcast any advertising publicity or promotional material relevant to the Event without the prior written consent of Exibit.
11.3 Exibit shall have the exclusive right to operate any public address system within the Venue and the Exhibitor shall not operate any other public address system within the Venue without the prior written consent of Exibit.
12. Merchandising
12.1 The Exhibitor shall not sell any products or services at the Event without the prior written consent of Exibit.
13. Copyrights and Proprietary Material
13.1 The Exhibitor shall obtain all necessary licences and shall pay all costs and fees arising from the use of copyrighted materials, or any other property subject to any trademarks, patent or other proprietary right that is used at or incorporated within the Event.
13.2 The Exhibitor shall indemnify and keep indemnified Exibit against all actions, liabilities, proceedings, claims, costs (including costs on a solicitor/client basis) and expenses which Exibit may suffer, incur or sustain in connection with or arising in any way whatsoever out of the use of any such material.
14. Venue and Dates
14.1 Exibit shall have the right to change the name, venue and/or dates of the Event or Publication at its absolute discretion, provided that Exibit shall give the Exhibitor or the Advertiser a minimum of eight (8) weeks notice in writing of its intention to vary the name, date and/or the venue for the Event or Publication. Further, it is expressly agreed that upon receipt by the Exhibitor or the Advertiser of Exibit's notice of intention to vary the name, date and/or the venue of the Event or Publication the Exhibitor Agreement between Exibit and the Exhibitor or the Advertiser shall be deemed as varied accordingly.
15. Termination and Delivery of Notice
15.1 Exibit may immediately terminate the Exhibitor Agreement or the Advertiser Agreement upon any breach of these Standard Terms & Conditions or any other terms and conditions contained in the Exhibitor InfoPack or as notified from time to time by Exibit pursuant to the Exhibitor Agreement or the Advertiser Agreement.
15.2 Exibit shall be entitled to retain any money paid to it by the Exhibitor or the Advertiser up to the date of termination if the Exhibitor Agreement or the Advertiser Agreement is terminated pursuant to Clause 15.1.
15.3 All notices shall be in writing and delivered personally or either by post, courier, facsimile or email.
16. Force Majeure
16.1 Exibit may elect to terminate the Exhibitor Agreement or the Advertiser Agreement without liability whatsoever in the case where any obligation that Exibit has to the Exhibitor or the Advertiser is delayed, prevented or rendered impractical by any of the following occurrences (to the extent such an occurrence is beyond the reasonable control of Exibit): fire, flood, riot, earthquake, strike by Venue employees, civil commotion, Act of God, or any other ordinance, rule or regulation which becomes effective before the date of or during the Event.
16.2 Exibit shall be entitled to retain any money paid to it by the Exhibitor or the Advertiser up to the date of termination if the Exhibitor Agreement or the Advertiser Agreement is terminated pursuant to Clause 16.1 or otherwise frustrated.
17. Variation
17.1 The Exhibitor shall not vary any provision of the Exhibitor Agreement or the Advertiser Agreement and/or these Standard Terms & Conditions and other terms and conditions or any approved “Special Condition” which has been incorporated into the Exhibitor Agreement or the Advertiser Agreement without the prior written consent of Exibit.
18. Assignment
18.1 The Exhibitor or the Advertiser shall not assign, transfer or otherwise dispose of the rights granted by these Standard Terms & Conditions is without the prior written consent of Exibit. Exibit's consent may be given or withheld at its absolute discretion.
18.2 Without limiting the generality of Clause 18.1, Exibit may at any time, with or without or the Advertiser the consent of the Exhibitor or the Advertiser, transfer by way of assignment or novation all or any of its rights, benefits and obligations hereunder. For the purposes of this clause, the Exhibitor agrees Exibit may disclose to a potential transferee such information about the Exhibitor or the Advertiser, its business, assets and financial condition, as Exibit shall consider necessary or appropriate.
18.3 If Exibit partially transfers any of its rights, benefits and obligations hereunder pursuant to Clause 18.2, all references in these Standard Terms & Conditions to Exibit shall thereafter (save as herein otherwise expressly provided) be construed as a reference to Exibit and its transferee or transferees or, in the case of a transfer of all of its rights, benefits and obligations hereunder, to its transferee or transferees alone.
19. Severability & Governing Law
19.1 If any part of the Exhibitor Agreement or the Advertiser Agreement becomes void or unenforceable then that part shall be severed to the intent that all parts that are not void or unenforceable shall remain in full force and effect. The Exhibitor Agreement or the Advertiser Agreement shall be goverened and construed in accordance with the Laws of Western Australia.
20. Deliveries
20.1 Exibit shall not be required to take delivery of any goods, packages or any other material on behalf of the Exhibitor nor shall Exibit be required to accept responsibility for any items delivered to the Venue in the absence of the Exhibitor, its employees, agents or its contractor.
21. Storage
21.1 The Exhibitor shall not store goods at the Venue except in so far as they relate to the immediate conduct of the Event. To the extent that the Exhibitor does store goods at the Venue, such goods: shall exclude empty or partially empty cartons and other packaging materials; shall not hinder personal access or traffic flow in the aisle ways or doorways at any time; and shall not constitute a fire, explosion or injury risk.
22. Fire-Proof Materials
22.1 Exhibitors shall only utilise the following materials and shall comply with the following standards in respect of ensuring stands do not constitute a fire risk: non combustible material; inherently non-flammable material; flame-proof fabric; self-extinguishing material; and plywood, hardwood, pulp-board or fibreboard rendered flame-resistant by a process of impregnation that is acceptable to the appropriate State Government authorities.
23. Withdrawal Fee
23.1 The Exhibitor or the Advertiser shall pay Exibit a fee (“the Withdrawal Fee”) in the case where the Exhibitor or the Advertiser elects to withdraw from participating in the Event or the Publication. In order to withdraw from partcipating in the Event or the Publication the Exhibitor or the Advertiser shall notify Exibit in writing of its intention to withdraw and shall sign a notice of Intention not to Participate form provided by Exibit.
23.2 The Withdrawal Fee shall be calculated by multiplying the Contract Total that appears on the Exhibitor Agreement or the Advertiser Agreement by a percentage. The percentage shall be calculated in accordance with Clause 23.3 or Clause 23.4 (whichever is applicable).
23.3 The percentage shall be calculated as the greater of 20% or [10 - number of whole months from the date of the notice of Intention not to Participate form to the date of the Event or Publication] x 10%.
23.4 The Exhibitor or the Advertiser shall pay the Withdrawal Fee within fourteen (14) days of the date of the notice of Intention not to Participate form provided by Exibit. In the case where the Withdrawal Fee is not paid within fourteen (14) days, and at the time the number of whole months to the date of the Event or Publication decreases by 1, the percentage referred to in Clause 23.3 will increase by 10% and the percentage will continue by increments of 10% for each subsequent time the number of whole months to the date of the Event or Publication decreases by 1 until the Withdrawal Fee is paid.
23.5 In the case where the Event or Publication date is changed in accordance with Clause 14.1, the Withdrawal Fee shall be based on the Event or Publication date that appears on the original Exhibitor Agreement or Advertiser Agreement.
23.6 Exibit shall be entitled to hold all monies, including the deposit advanced by the Exhibitor or the Advertiser to Exibit in respect of the Exhibitor Agreement or the Advertiser Agreement , as security deposits. These monies shall be applied in whole or part (whichever is applicable) in payment of the Withdrawal Fee.
23.7 The Exhibitor or the Advertiser agrees that the Withdrawal Fee is a reasonable and genuine pre-estimate of the damage that would be suffered by Exibit as a result of the Exhibitor's or the Advertiser's withdrawal and agrees that this Clause 23 is not a penalty.
24. Failure by Exhibitor to Appear & Default
24.1 The Exhibitor shall not be entitled to a refund of monies in the case where it fails to appear at the Event.
24.2 Failure to remit the deposit or any payment in accordance with the "Payment Schedule" specified in the Exhibitor Agreement shall result in the Contract Total that appears on the Exhibitor Agreement, less any payments already made to Exibit, becoming immediately due and payable and Exibit may, at its absolute discretion, allocate the Exhibitor's stand to another party. The Exhibitor agrees that Clause 24.2 is reasonable and not a penalty.
24.3 The Exhibitor shall pay to Exibit all legal costs (on a solicitor/client basis), charges, duties and other expenses incurred by Exibit as a result of the Exhibitor failing to perform the terms and conditions of the Exhibitor Agreement. The expenses include, but are not limited to, the commission payable to a debt collector to pursue or recover outstanding monies pursuant to the Exhibitor Agreement and the liability to pay this commission arises at the time the recovery is placed in the hands of the debt collector. The Exhibitor agrees that it is liable for and will pay any stamp duty assessed on the Exhibitor Agreement.
25. Security
25.1 The Exhibitor or the Advertiser agrees that for the purpose of securing the obligations and liabilities of the Exhibitor or the Advertiser under this Exhibitor Agreement or Advertiser Agreement, in favour of Exibit, hereby charge and mortgage with the due and punctual payment and the due and punctual and complete performance of all its liabilities and obligations and legal and equitable interest of whatsoever nature held in any real property both present and future and the Exhibitor or the Advertiser hereby consents to Exibit lodging a caveat noting its propriety interest hereunder.
26. Co-Exhibiting
26.1 The Exhibitor shall not share its stand with any other Exhibitor without the prior written consent of Exibit.
27. Advertising
27.1 The Advertiser may withdraw from the Publication subject to the terms of clause 23. Failure by the Advertiser to provide material by the Advertisement Deadline does not constitute valid cancellation and in such circumstances the Advertiser shall be liable for the Contract Total that appears in the Advertiser Agreement.
27.2 Failure to remit the deposit or any payment in accordance with the “Payment Schedule” specified in the Advertiser Agreement will result in the Contract Total that appears on the Advertiser Agreement, less any payments already made to Exibit, becoming immediately due and payable and Exibit may, at its absolute discretion, allocate the Advertiser’s space to another party. The Advertiser agrees that Clause 27.2 is reasonable and not a penalty.
27.3 The Advertiser shall pay to Exibit all legal costs (on a solicitor/client basis), charges, duties and other expenses incurred by Exibit as a result of the Advertiser failing to perform the terms and conditions of the Advertiser Agreement. The expenses include, but are not limited to, the commission payable to a debt collector to pursue or recover outstanding monies pursuant to the Advertiser Agreement and the liability to pay this commission arises at the time the recovery is placed in the hands of the debt collector. The Advertiser agrees that it is liable for and will pay any stamp duty assessed on the Advertiser Agreement.
27.4 Advertising agents recognised by Exibit will receive a ten percent commission on all display advertising and production charges provided: (1) accounts are paid in accordance with the payment terms stipulated in the Advertiser Agreement; (2) a discount has not been provided off the rate card advertising prices and (3) where an account is in dispute, the Contract Total that appears on the Advertiser Agreement, less any payments already made to Exibit, is paid in accordance with the “Payment Schedule” specified in the Advertiser Agreement.
27.5 The Advertiser shall pay Exibit for any design or changes that the Advertiser requests for its copy or artwork.
27.6 The Advertiser shall be responsible for ensuring that material used in an advertisement is authorised for publication by the owner of any copyright in respect of that material. The Advertiser accepts that the Copyright Act 1968 prohibits the inclusion in an advertisement of material (photographs, artist’s illustrations or text) taken from any article published in a newspaper, magazine, periodical or similar publication without the written consent of the owner of the copyright.
27.7 Exibit shall not be liable for any amendment to, error or inaccuracy in, or partial or total omission of, an advertisement (single or multiple insertion) or by any reason for any delay or default or for any other cause whatsoever. In the case of an error occurring which in the opinion of Exibit clearly lessens the value of the advertisement and which is in no way the fault of the Advertiser and the Advertiser notifies Exibit of the error prior to the Advertisement Deadline on the first day the advertisement was published, then a refund will be provided on the cost of the advertisement proportional to Exibit’s opinion of its reduced value.
Exibit shall not be liable for any claim for adjustment, refund or reinsertion arising from the position given to the advertisement.
27.8 The Advertiser Agreement is not subject to a “No tear sheet, no payment” arrangement.
27.9 Exibit shall not be liable for or required to consider any production or placement claims made later than 48 hours after publication or any account claims made later than seven days after publication.
27.10 Exibit shall have the right to refuse to publish or republish any advertisement without giving any reason for its action.
27.11 Exibit shall have the right to alter advertisement copy at its absolute discretion and with or without reference to the Advertiser, if Exibit believes the advertisement may otherwise expose Exibit to legal action instituted by other parties.
27.12 Exibit may, at its absolute discretion and without prior notice to the Advertiser, alter an advertisement or place the word “Advertisement” above the advertisement if Exibit considers the advertisement resembles editorial material in style or appearance.
27.13 The Advertiser shall be responsible for ensuring compliance with the requirements of the Consumer Protection Advertising Guidelines (Information Circular 10) published by the Trade Practices Commission and the Advertising Code of Ethics that is available from Exibit upon request.
27.14 The Advertiser shall be responsible for obtaining its own legal advice and for complying with such advice in relation to advertisements that may infringe legislation such as the Lotteries Act and the Companies Act.
27.15 The Advertiser or its agent, by submitting or authorising material for publication by Exibit and in consideration for Exibit agreeing to publish the material:
Indemnifies Exibit, its employees and agents against all actions, proceedings, claims, demands, losses, damages, cost and expenses arising out of or in connection with the publication of the material including any relating to defamation, malicious falsehood, breach or infringement of copyright, trademark or design, breach of the Trade Practices Act 1974 or the Consumer Credit Code or breach of other legal, equitable or statutory rights.
27.16 Warrants that publication of the material will not give rise to any legal, equitable or statutory rights against Exibit and will not breach any laws or regulations including the prohibitions relating to advertising in Part V of the Trade Practices Act 1974 or the Consumer Credit Code.
27.17 Agrees that this Indemnity and Warranty is supplementary to and in no way limits the operation of any other terms of Exibit’s Standard Terms & Conditions
28. GST
28.1 “GST” means any tax, levy, charge or impost imposed under the New Tax System (Goods and Services Tax) Act 1999.
28.2 The fees, charges and levies stated in the Exhibitor Agreement or the Advertiser Agreement, the Exhibitor InfoPack and in these Standard Terms & Conditions and any annexure or schedule to any of the foregoing include GST. The GST amount shall be notified by Exibit to the Exhibitor or the Advertiser and the Exhibitor or the Advertiser shall pay Exibit in the same manner as determined by the (Goods and Services Tax) Act 1999 and/or any ruling made by the Australian Taxation Office from time to time.
28.3 This provision is an essential term of these Standard Terms & Conditions.
28.4 If GST is, or becomes payable by Exibit in respect of a fee, levy or charge paid to Exibit by the Exhibitor or the Advertiser after the fee, levy or charge has been paid by the Exhibitor or the Advertiser, Exibit may give notice to the Exhibitor or the Advertiser stating details of the fee, levy or charge, the date it was paid and the amount of GST due.
28.5 Following receipt of notice issued under Clause 28.4 the Exhibitor or the Advertiser shall pay to Exibit the amount of GST due as stated in the notice within fourteen (14) days.
