Standard Terms & Conditions
The Standard Terms & Conditions that appear below set out the mutual obligations between you as an Exhibitor ('the Client') and Exibit Events pty Ltd ("Exibit") as the Event organiser. These Standard Terms & Conditions apply to all Events conducted by Exibit at the Perth Convention and Exhibition Centre.
These Standard Terms & Conditions are to be read in conjunction with: (1) the Exhibitor Agreement ("the Agreement") between Exibit Events Pty Ltd ACN 089 992 110 (“Exibit”) and the “Client”, as defined in the Agreement; and (2) the InfoPack of which these Standard Terms & Conditions form a component.
Any terms capitalised in these Standard Terms and Conditions which are not defined herein have the same meaning set out in the Agreement.
1.1 The Client shall obtain and maintain the following insurance in respect of the Event including but not limited to:
Public Liability Insurance with a minimum of $20 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 Client, their contractors and sub-contractors and Personal Accident Cover in respect of volunteers.
Motor Vehicle Third Party Insurance in respect to vehicles on the Venue premises with a minimum of $5 million coverage.
1.2 The Client shall provide Exibit with certificates of currency relevant to the above insurances. Exibit may charge the Client $140 in the case whereby the Client fails to provide a certificate of currency in respect of the Public Liability Insurance.
2.1 The Client acknowledges that it uses the Venue and its facilities at its own risk.
2.2 All property brought onto the Venue premises by the Client shall be at the Client's risk and Exibit is not responsible for any loss or damage whatsoever to the Client's property.
3.1 The Client shall indemnify and keep indemnified Exibit against all actions, liabilities, proceedings, claims, costs (including costs on a full indemnity basis) and expenses which Exibit may suffer, incur or sustain in connection with or arising in any way whatsoever in relation to these Standard Terms & Conditions and the Agreement or out of the use of the Venue that is caused or contributed to by the Client and their employees, agents or contractors. The Client’s liability under this clause shall be reduced proportionately to the extent that Exibit’s gross negligence or wilful misconduct caused the action, liability, proceeding, claim, cost or expense to be suffered, incurred or sustained.
4. Compliance With Laws
4.1 The Client 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 Client acknowledges that only Exibit or its nominated agent is authorised to provide food and beverage services at the Venue.
5.2 The Client shall not distribute or sell food or beverages without the prior written consent of Exibit or its nominated agent.
5.3 The Client shall only distribute food or beverage products if the Client is the legal distributor and/or manufacturer of the food or beverage products.
5.4 The Client 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 Client 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 Client shall pay for the services and/or labour of such authorised persons and shall indemnify and keep indemnified Exibit against all actions, liabilities, proceedings, claims, costs (including costs on a full indemnity 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 if those services and/or labour have been provided for or at the request of the Client.
7. Defacement of Venue Premises
7.1 The Client shall restore, at its own expense, the Venue premises to the same condition as prior to any alterations undertaken or caused by the Client.
8. Signs, Posters, Promotional Material and Attachments
8.1 The Client 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 Client.
Attachment or distribution of any signs, posters, banners, brochures or any other advertising or promotional material outside of the Client'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 Client shall meet the costs of disposing of any equipment or effects of the Client (or of any other person entering the Venue premises with the express or implied invitation or permission of the Client) 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 Client shall release Exibit from any responsibility whatsoever for losses suffered by the Client (or by any other person entering the Venue premises with the express or implied invitation or permission of the Client) in respect of abandoned, lost, misplaced or stolen goods.
10. Objectionable Uses or Persons
10.1 The Agreement shall be deemed violated and Exibit shall be able to immediately terminate the Agreement in the case where there is any use by the Client of the Venue premises that is in violation of any laws or regulations.
10.2 Exibit shall be entitled to refuse entry to or to immediately eject and remove from the Venue any person, including hawkers, whose conduct is objectionable, disorderly or disruptive to the Event, or in violation of any law or regulation.
11. Broadcast, Recording and Advertising Rights
11.1 The Client shall not record or broadcast the Event without the prior written consent of Exibit, which consent shall not be unreasonably withheld.
11.2 The Client shall not distribute, publish or broadcast any advertising publicity or promotional material relevant to the Event without the prior written consent of Exibit, which consent shall not be unreasonably withheld.
11.3 Exibit shall have the exclusive right to operate any public address system within the Venue and the Client shall not operate any other public address system within the Venue without the prior written consent of Exibit, which consent shall not be unreasonably withheld.
12.1 The Client shall not sell any products or services at the Event without the prior written consent of Exibit, which consent shall not be unreasonably withheld.
13. Copyrights and Proprietary Material
13.1 The Client 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 by the Client.
13.2 The Client shall indemnify and keep indemnified Exibit against all actions, liabilities, proceedings, claims, costs (including costs on a full indemnity basis) and expenses which Exibit may suffer, incur or sustain in connection with or arising in any way whatsoever out of a claim or allegation by a third party that the use of any such material breaches or infringes any other person's copyright or intellectual property.
14. Venue, Name and Dates
14.1 Exibit shall have the right to change the name, the location of the Event within the Venue and/or dates of the Event at its absolute discretion, provided that Exibit shall give the Client a minimum of eight (8) weeks notice in writing of its intention of such change. Further, it is expressly agreed that upon receipt by the Client of Exibit's notice of intention to change, the Agreement between Exibit and the Client shall be deemed as varied accordingly.
14.2 If Exibit changes the date of the Event, the Client shall be entitled to withdraw from participating in the Event without paying any Withdrawal Fee under clause 23 if it provides to Exibit written notification of its intention to withdraw within 7 days of the date of Exibit’s notice of intention to change.
15. Termination and Delivery of Notice
15.1 Exibit may terminate the 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 Agreement, if that breach has not been rectified within 7 days of the Client being given notice of that breach by Exibit.
15.2 Notwithstanding clause 15.1, if the Client breaches clause 4 of these Standard Terms & Conditions then Exibit shall be entitled to immediately terminate the Agreement without prior notice.
15.3 Exibit shall be entitled to retain any money paid to it by the Client up to the date of termination if the Agreement is terminated pursuant to Clause 15.1 or 15.2 (whichever is applicable).
15.4 All notices shall be in writing and delivered personally or either by post, courier, facsimile or email.
15.5 For the avoidance of doubt, nothing in this clause 15 limits, prejudices or otherwise varies Exibit’s rights under clause 10 of these Standard Terms & Conditions.
16. Force Majeure
16.1 Exibit may elect to terminate the Agreement without liability whatsoever in the case where any obligation that Exibit has to the Client 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, act of terrorism 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 Client up to the date of termination up to an amount of 30% of the Contract Total to cover Exibit’s time and expenses in preparing and mobilising for the Client to attend the Event, if the Agreement is terminated pursuant to Clause 16.1 or otherwise frustrated.
17.1 The Client shall not vary any provision of the Agreement and/or these Standard Terms & Conditions and other terms and conditions or any approved “Special Condition” which has been incorporated into the Agreement, without the prior written consent of Exibit.
18.1 The Client shall not assign, transfer or otherwise dispose of the rights granted by these Standard Terms & Conditions 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 the consent of the Client, transfer by way of assignment or novation all or any of its rights, benefits and obligations hereunder. For the purposes of this clause, the Client agrees Exibit may disclose to a potential transferee such information about the Client, its business, assets and financial condition, as Exibit shall consider necessary or appropriate.
18.3 If Exibit partially assigns or 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 assignee/s, 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 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. If the Agreement and/or these Standard Terms and Conditions are held to be a standard form small business contract then any clause or term which is deemed to be unfair pursuant to the Australian Consumer Law by any competent authority or the Courts, will be severed from the Agreement and/or these Standard Terms and Conditions and the remainder of the Agreement and/or these Standard Terms and Conditions shall remain in full force and effect.
19.2 The Agreement shall be governed and construed in accordance with the Laws of Western Australia and the parties submit to the jurisdiction of the Courts of Perth, Western Australia.
20.1 Exibit shall not be required to take delivery of any goods, packages or any other material on behalf of the Client nor shall Exibit be required to accept responsibility for any items delivered to the Venue in the absence of the Client, its employees, agents or its contractors.
21.1 The Client 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 Client 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 Clients 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 Client shall pay Exibit a fee (“the Withdrawal Fee”) in the case where the Client elects to withdraw from participating in the Event. In order to withdraw from participating in the Event the Client 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 Agreement by a percentage. The percentage shall be calculated in accordance with Clause 23.3 or 23.4 (whichever is applicable).
23.3 The percentage shall in the first instance be calculated as the greater of (a) 20% or (b) [10 – (minus) number of whole calendar months from the date of the notice of 'Intention not to Participate' form to the date of the Event] x 10%.
23.4 The Client shall pay the Withdrawal Fee within one (1) month of Exibit sending the notice of the 'Intention not to Participate' form. In the case whereby the Withdrawal Fee is not paid within one (1) month, and at the time the number of whole months to the date of the Event decreases by 1, the percentage will increase by 10% and the percentage will continue to increase by increments of 10% for each subsequent time the number of whole months to the Event decreases by 1 until the Withdrawal Fee is paid.
23.5 In the case whereby the Agreement is for more than one Event, the Withdrawal Fee shall be: (a) based on the percentage being calculated on the full fee which would have been charged for the Event in isolation and from the date of the next Event to be attended under the Agreement and the terms of clauses 23.3 and 23.4 shall otherwise apply; plus (b) if the Client has already paid for the prior Event(s), the difference between the discounted fee charged to the Client for the Event(s) already attended and the full fee which have been charged had the Client signed up to those Event(s) in isolation; or (c) if the Client has not paid the prior Event(s), the full fee which would have been charged had the Client signed up for the Event(s) in isolation.
23.6 In the case whereby the Event date is changed in accordance with Clause 14.1 and the Client hasn’t provided a written notice of intention to withdraw within 7 days in accordance with Clause 14.2, the Withdrawal Fee shall be based on the changed Event date.
23.7 Exibit shall be entitled to hold all monies, including the deposit advanced by the Client to Exibit in respect of the Agreement, as security deposits. These monies shall be applied in whole or part (whichever is applicable) in payment of the Withdrawal Fee.
23.8 The Client 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 Client’s withdrawal and agrees that this Clause 23 is not a penalty.
23.9 The Client acknowledges that Exibit may elect to defer commencing any enforcement or any proceedings whatsoever in relation to any monies payable by the Client to Exibit under this clause 23 until after the date of the last Event which the Client had signed up to attend.
24.1 The Client shall not be entitled to a refund of monies in the case where it fails to appear at the Event or fails to provide materials or services associated with the Event.
24.2 Failure to remit the deposit or any payment in accordance with the “Payment Scheme” specified in the Agreement shall result in the Contract Total that appears on the Agreement, less any payments already made to Exibit, becoming immediately due and payable and Exibit may, with 7 days notice to the Client, allocate the Client’s Event space to another party. The Client agrees that Clause 24.2 is reasonable and not a penalty.
24.3 The Client shall pay to Exibit all legal costs (on a full indemnity basis), charges, duties and other expenses incurred by Exibit as a result of the Client failing to perform the terms and conditions of the 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 Agreement and the liability to pay this commission arises at the time the recovery is placed in the hands of the debt collector.
25.1 The Client agrees that for the purpose of securing the obligations and liabilities of the Client under the Agreement to, in favour of Exibit, hereby charge 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 and personal property both present and future and the Client hereby consents to Exibit lodging a caveat noting its proprietary interest hereunder.
25.2 The Client grants a security interest in all of its present and after acquired property and in all of its present and future rights, title, estate and interest, whether legal and equitable, in relation to any personal property including any debts owed to the Client, in favour of Exibit to secure the performance of their liabilities and obligations under the Agreement or on any account whatsoever.
25.3 To the fullest extent permitted by the Personal Property Securities Act 2009 (“PPSA”) the Client agrees to contract out of the application of the provisions listed in sections 115(1) and 115(7) of the PPSA and the sections listed therein shall not apply.
25.4 The Client hereby waives any right the Client may otherwise have to:
(a) receive any notices or statements the Client would otherwise be entitled to receive under sections of the PPSA including for the avoidance of any doubt the sections referred to in sections 115(1) and 115(7) of the PPSA;
(b) apply to a Court for an order concerning the removal of an accession under section 97 of the PPSA;
(c) object to a proposal of Exibit to dispose or retain any collateral under sections 130 and 135 of the PPSA; and
(d) receive a copy of a verification statement confirming registration of a financing statement, or a financing change statement, relating to any security interest created under this Agreement and/or these Standard Terms and Conditions.
26.1 The Client shall not share its stand with any other party without the prior written consent of Exibit.
27.1 “GST” means any tax, levy, charge or impost imposed under the New Tax System (Goods and Services Tax) Act 1999.
27.2 The fees, charges and levies stated in the Agreement, the Exhibitor InfoPack and in these Standard Terms & Conditions and any annexure or schedule to any of the foregoing include GST. Exibit shall notify the GST amount to the Client and the Client 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.
27.3 This provision is an essential term of these Standard Terms & Conditions.
27.4 If GST is, or becomes payable by Exibit in respect of a fee, levy or charge paid to Exibit by the Client after the fee, levy or charge has been paid by the Client, Exibit may give notice to the Client stating details of the fee, levy or charge, the date it was paid and the amount of GST due.
27.5 Following receipt of notice issued under Clause 27.4 the Client shall pay to Exibit the amount of GST due as stated in the notice within fourteen (14) days.
28. No Warranties
28.1 Notwithstanding anything contained herein or anything contained in the Agreement, Exibit gives no warranty as to:
the amount, type, location, duration or any other matter related to or incidental in anyway to the advertising or promotion of the Event which Exibit may or may not undertake;
the projected or actual attendance by the general public at the Event; or
any other matter related to the success or outcomes achieved or hoped to be achieved by the Client from or in relation to the Event
and in no event shall Exibit be liable for any other claims, losses or damages including but not limited to claims in relation to the advertising, promotion, attendance, success or any other matter whatsoever relating to the Event or howsoever arising and any indirect, special or consequential damage or injury to any person, corporation or other entity.
29.1 The Client agrees to pay the Contract Total within such period as contained in the Agreement or as may be notified to the Client by Exibit from time to time.
29.2 Exibit shall be entitled to charge interest on all outstanding monies due by the Client at the rate of 10.0% per annum.
29.3 The Client agrees that a variation or waiver of a term or condition under the Agreement is effective only if it is in writing and signed by Exibit. Such waiver is effective only in the specific instance and for the specific purpose it was given.
29.4 The Client warrants and agrees that where they are, at the time of executing the Agreement, a trustee of any trust (the “Trust”): (a) to produce a stamped copy of the Trust deed (with all amendments) if and when requested by Exibit; (b) that they have full power and authority to execute, or continue with their obligations under these Standard Terms and Conditions and the Agreement on behalf of the Trust as they are doing so in their individual capacity and in their several capacity as trustee; (c) that they shall be bound by these Standard Terms & Conditions and the Agreement in their individual capacity, or further or alternatively, in their several capacity as trustee; and (d) that the assets of the Trust shall be available to meet payment of their obligations to Exibit.
29.5 Where there is any inconsistency between these Standard Terms & Conditions and the Agreement and any prior or subsequent agreement between Exibit and the Client, any such prior or subsequent agreement shall be read down to the extent necessary to give full force and effect to these Standard Terms & Conditions and the Agreement.
29.6 Subject to these Standard Terms & Conditions and the Agreement this document embodies the entire understanding and agreement between Exibit and the Client as to the subject matter of this document. Subject to these Standard Terms & Conditions and the Agreement all previous negotiations, understandings, representations, warranties, memoranda or commitments in relation to, or in any way affecting, the subject matter of this document are merged in and superseded by this document and shall be of no force or effect whatsoever and Exibit will not be liable to the Client in respect of those matters. No oral explanation or information provided by Exibit to the Client shall affect the meaning or interpretation of this document or constitute any collateral agreement, warranty or interpretation of this document or constitute any collateral agreement, warranty or understanding between the parties.
20 September 2018