Event terms and conditions – sponsors
- Wednesday, 29 July 2020
KangaNews event sponsorship terms
In this agreement, terms have the meaning given to them in the Booking Form, and:
Booking Form means the details at the start of this agreement.
Claim means an actual or threatened claim, action, proceeding or demand.
Confidential Information means, for either Party, any information, however provided, that relates to the business, financial affairs, operations, customers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, personnel and suppliers of that Party, including any personal data relating to that Party’s customers or suppliers, and any other information that ought reasonably be considered to be confidential but does not include information which is or becomes, without a breach of confidentiality, public knowledge. This agreement is confidential to both parties.
Consequential Damages means special, incidental, indirect, exemplary, punitive or consequential damages, loss of revenue, loss of profits, loss of production, loss of data, loss of goodwill or credit, loss of reputation or future reputation or publicity, loss of use, loss of interest, damage to credit rating, loss or denial of opportunity, loss of anticipated savings, or increased or wasted overhead costs; or which relates to additional expenses incurred or rendered futile; or which is not a natural or immediate consequence of the cause of action.
Event Venue means the venue at which the Event is to be held.
Event(s) means the event/s specified in the Booking Form to be organised by KangaNews.
Event Date(s) means the event date(s) specified in the Booking Form or as rescheduled in accordance with this agreement.
Group Company means, for a Party, any other entity that, directly or indirectly, controls, is controlled by or Is under common control with that Party.
Intellectual Property Rights means patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extension of, and rights to claim priority from, such rights.
KangaNews Material means material and information provided by KangaNews to the Sponsor for the Sponsor to promote its sponsorship of the Event, including KangaNews’s trademarks.
Losses means actions, damages, claims, liabilities, costs, losses and expenses (including without limitation reasonable legal fees).
Participant means an individual who attends the Event(s) in any capacity including as a delegate, speaker, representative of or at the invitation of the Sponsor.
Party means a party to this agreement.
Registration Details means any data provided by Participants upon registering for an Event and may include the name, address, date of birth, contact details and other personal data.
Services means the services provided to the Sponsor by KangaNews under this agreement.
Sponsor Material means material and information including the Sponsor's trademarks provided by the Sponsor to KangaNews so it can provide the Sponsor Benefits.
Sponsor's Designated Space means the space(s) provided to the Sponsor as part of the Sponsorship Benefits.
Sponsorship Benefits means the benefits specified in the Booking Form granted to the Sponsor in consideration for its sponsorship of the Event.
Sponsorship Fee means the fee payable by the Sponsor to KangaNews for the Services.
Term means from the date of this agreement until the satisfaction of any post-event obligations and as may be extended from time to time in accordance with this agreement.
2. Sponsorship Benefits
2.1 KangaNews will consult with the Sponsor to determine the Sponsorship Benefits to be provided. .
2.2 If, for any reason KangaNews is unable to deliver any of the Sponsorship Benefits, it will inform the Sponsor as soon as reasonably practicable and will use reasonable endeavours to substitute alternative benefits to an equivalent value.
2.3 The Sponsor will promptly comply with all reasonable instructions and directions given by KangaNews for the Event and its promotion. KangaNews will not be responsible for any failure or delay in providing any of the Sponsorship Benefits to the extent that such failure occurs as a result of the Sponsor's failure or delay in complying with KangaNews’s instructions or directions.
3. Sponsor Material
3.1 The Sponsor will provide Sponsor Material reasonably requested by KangaNews to provide the Sponsorship Benefits. The Sponsor grants KangaNews the right to use the intellectual property rights in Sponsor Material for the purpose of providing the Sponsorship Benefits.
4. KangaNews Material
4.1 KangaNews grants the Sponsor a licence to use the KangaNews Material for the promotion of the Event.
5.1 Upon signing this agreement the Sponsor will pay the Sponsorship Fee to KangaNews within 14 days of receiving a tax invoice.
5.2 If payment in full is not received at least 45 days prior to the start of the Event, all Sponsor and client passes, as well as exhibit space and speaker passes, will be cancelled.
5.3 The Sponsorship Fees are exclusive of amounts for GST or any sales or similar taxes which will be charged in addition and noted on the invoice.
6. KangaNews’s Rights and Obligations
6.1 KangaNews will organise the Event(s) and provide the Sponsorship Benefits using reasonable skill and care.
6.2 The location, venue, dates, programme and other details for the Event will be determined by KangaNews in its sole and absolute discretion. KangaNews may make amendments or changes to the relevant Event programme including, without limitation, changes to content, agenda, running order and to the scheduling of sponsored speaking slots. KangaNews will consult with the Sponsor if there is any material change to information KangaNews has provided to the Sponsor about the Event.
6.3 KangaNews makes no representation or warranty about:
a) the number of attendees or demographic nature of such attendance at the Event; or
b) the measurements shown on floor plans.
6.4 KangaNews reserves the right to make such modifications as may be reasonably necessary to meet the needs of exhibitors and other sponsors.
6.5 KangaNews reserves the right to exclude or remove from any Event any person whose presence or behaviour it reasonably considers to be undesirable and/or potentially unlawful, harmful, disrespectful and/or disruptive including an employee, representative or contractor of the Sponsor.
7. Sponsor’s Obligations
7.1 All merchandise, trade fixtures, equipment and property of any kind brought to the relevant Event Venue by the Sponsor will be at the Sponsor's sole risk and the Sponsor will bare all responsibility for insuring such property and any damage or injury that such property may cause. Neither KangaNews nor the Event Venue, nor any of their officers, agents or employees or other representatives will be liable to the Sponsor for damage to or loss of any such property.
7.2 KangaNews will specify, and Sponsors must comply with the specified, hours and dates and rules for installing, occupying and dismantling exhibits. All booth personnel must wear appropriate attire. If for any reason KangaNews objects to an exhibit or its contents, the exhibit will be subject to removal. KangaNews will be entitled to remove the Sponsor’s exhibit if KangaNews reasonably objects to, without limitation, any persons, things, conduct, printed matter or other item. If such a removal occurs, KangaNews will not be liable for refunding any fees paid including, without limitation, rental fees or funds paid for exhibit equipment rental. KangaNews reserves the right to adopt any additional rule or regulation, move an exhibit, or take any further action as, in their reasonable opinion, is necessary for the benefit of the Event.
7.3 The Sponsor will exhibit its company material only at the Sponsor’s Designated Space and may not without KangaNews’s prior written permission distribute materials elsewhere in the Event Venue.
7.4 Nothing will be posted on, or tacked, stapled, nailed, screwed or otherwise attached to the columns, walls, floors or other parts of the Event Venue, Event Hotel or any other part of the Event without written permission from KangaNews, Event Venue and/or Event Hotel. Packing, unpacking and assembly of exhibits will be done only in designated areas and in conformity with directions of KangaNews. The Sponsor will not deface, injure or mar in any manner the facilities at the Event Venue, Event Hotel or any other part of the Event. The Sponsor will not paint or apply any other permanent covering to any of the walls, floors, ceilings or other areas of the facilities, furnishing or fixtures at the Event Venue or any other part of the Event. All related functions or events such as hospitality suites and private functions must be approved in advance through KangaNews. The Sponsor acknowledges and agrees that no function will be held that conflicts with official KangaNews events.
7.5 KangaNews will provide written notice to the Sponsor, if for any reason KangaNews must change the date of the Event. The Sponsor will remain bound by this agreement.
7.6 KangaNews owns and has the right to reproduce any or all of the conference presentations. From time to time photographs, motion pictures and/or video recordings may be made at the Event, which recordings may include images of the Sponsor, its employees, agents, or representatives and related merchandise and displays. The Sponsor will not hinder, obstruct or interfere in any way with such photography or recordings whether by KangaNews or its agents or representatives and consents to KangaNews’ use of such recordings for commercial purposes. In connection with the provisions of this paragraph the Sponsor grants KangaNews a non-exclusive, royalty-free, irrevocable, non-transferable, worldwide license to use the Sponsor’s trademarks, service marks, logos, trade names, copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files and images solely to promote the Event and its associated activities.
7.7 The Sponsor agrees to maintain a policy of insurance for commercial general liability cover to the value of at least A$20,000,000 to fully protect the Indemnified Parties and all other sponsors and service contractors from any and all claims arising from the Sponsor’s and its participants’ activities including, without limitation, the installation, operation or dismantling of any of the Sponsor’s exhibits or displays.
7.8 The Sponsor will not do, or omit to do, (and will procure that none of its employees, agents or contractors will do, or omit to do) anything which may:
a) bring the Event(s) into disrepute;
b) disparage the Event(s) or KangaNews; or
c) be otherwise prejudicial to the image and/or reputation of the Event(s) or KangaNews.
7.9 The Sponsor will not participate (by itself or with any third party) in separate promotions or any function or other event during the term of the Event without KangaNews’s prior written consent.
8.1 Subject to the terms of this agreement, each Party (the "Receiving Party") will:
a) treat Confidential Information disclosed by the other Party (the "Disclosing Party") as confidential; and
b) not disclose the Disclosing Party's Confidential Information to any other person without the Disclosing Party's prior written consent.
8.2 Clause 8.1 will not apply to the extent that:
a) such information was in the possession of the Receiving Party without obligation of confidentiality, prior to its disclosure; or
b) such information was obtained from a third party without obligation of confidentiality; or
c) such information was already in the public domain at the time of disclosure otherwise than through a breach of this agreement; or
d) such information was independently developed without access to the Disclosing Party's Confidential Information; or
e) such information is required to be disclosed under clause 13.2 (if applicable).
8.3 A Party's Confidential Information may be disclosed to the Receiving Party's employees and agents directly involved in the provision of the Services and the Receiving Party will ensure that such employees and agents are aware of, and comply with, the confidentiality obligations set out in this clause.
9. Cancellation, Postponement or Change of Event Venue by KangaNews
9.1 If it becomes necessary for KangaNews to cancel, change the date of or relocate any Event, KangaNews may do so on the terms set out in this clause 9.
9.2 For the purposes of this clause 9, for an Event the following terms will have the following meanings:
a) Accept: accept either the new Event Dates and/or the new Event Venue(s) in which case this agreement will remain in force for those revised Dates and/or Venue(s), as applicable;
b) Terminate: terminate this agreement for the Event; and
c) Select an Alternative Event: elect to apply the Sponsorship Fee (whether or not already paid to KangaNews) to another KangaNews event occurring in the next 12 months where there are appropriate sponsorship opportunities at such event available for the Sponsor.
9.3 Upon receipt of notice of cancellation of an Event from KangaNews, subject to clause 13.2 the Sponsor may either Terminate or Select an Alternative Event.
9.4 If KangaNews gives the Sponsor less than 30 days' notice of the postponement of an Event, then subject to clause 13.2 the Sponsor may Accept, Terminate or elect an Alternative Event.
9.5 If KangaNews gives the Sponsor 30 days or more notice of the postponement of an Event the Sponsor will be deemed to Accept if the new Event Date is within two months from the original Event Dates.
9.6 If the new Event Dates are within two months and 12 months of the original Event Dates, then subject to clause 13.2 the Sponsor may Terminate or Select an Alternative Event.
9.7 KangaNews may before the start of an Event, relocate the Event to a different Venue. If such relocation is to a different Venue in a different city, then subject to clause 13.2 the Sponsor may Accept, Terminate or Select an Alternative Event.
9.8 If the Sponsor decides to Select an Alternative Event, KangaNews is under no obligation to provide identical Sponsorship Benefits but will use all reasonable endeavoursto provide similar benefits.
9.9 The Sponsor will obtain, at its own expense, appropriate insurance against any risk of Losses associated with any Event being cancelled, postponed, rescheduled or relocated.
10. Cancellation by Sponsor
10.1 Except as otherwise expressly provided the Sponsor may not terminate any sponsorship it has agreed to provide.
a. Sponsor indemnity
The Sponsor indemnifies KangaNews (and its directors, employees, and contractors) against any Claim brought or made against KangaNews, and any Loss suffered or incurred by KangaNews from a Claim, arising from:
i) use of Sponsor Material in accordance with this agreement where the use infringes the intellectual property rights of a third party; or
ii) materials provided by the Sponsor or presented by a speaker for the Sponsor infringing any Intellectual Property Rights of a third party.
b. KangaNews indemnity
KangaNews indemnifies the Sponsor (its Group Companies, directors, employees, and contractors) against any Claim against the Sponsor, and any Losses suffered by the Sponsor if the KangaNews Material used in accordance with this agreement infringes the intellectual property rights of any third party.
c. Procedure for Claims
For any Claim for which a party (Indemnified Party) seeks to be indemnified by the other party (Indemnifying Party), the Indemnified Party must:
a) promptly notify the Indemnifying Party upon becoming aware of the Claim, and provide the Indemnifying Party with full details of the Claim;
b) upon the Indemnifying Party admitting its indemnity obligations, and to the extent permitted by law, permit the Indemnifying Party to have the sole control of any defence or settlement of the Claim, including by:
i. applying for leave to withdraw from any proceedings relating to the Claim to give the Indemnifying Party the sole control of the defence of those proceedings; or
ii. where leave is not granted to withdraw, to the extent permitted by law (and at the Indemnifying Party's expense) defend, arbitrate, appeal, settle or otherwise conduct those proceedings as the Indemnifying Party may reasonably direct and keep the Indemnifying Party informed of and consult with Indemnifying Party in relation to those matters;
c) provide the Indemnifying Party with information and assistance reasonably requested by the Indemnifying Party; and
d) not settle the Claim, or consent to any judgment being entered, without the Indemnifying Party's prior written consent (which will not be unreasonably withheld or delayed).
12.1 Subject to clause 12.2:
a) the total liability of a party arising out of or in connection with this agreement, whether in contract, tort (including negligence) or otherwise, will not exceed the aggregate amount paid or payable by the Sponsor under this agreement; and
b) to the extent permitted by law, neither party is liable for Consequential Damages even if it is aware of the possibility of those Consequential Damages.
12.2 The limitations and exclusions of liability in this agreement do not apply to liability under an indemnity given under this agreement.
12.3 Each party must take reasonable steps to mitigate the Losses it suffers or incurs under or in connection with this agreement.
12.4 The liability of a party to indemnify the other party will be reduced proportionally to the extent that any act, omission or negligence of breaching party, its employees, contractors or agents (as the case may be) has contributed to the loss or damage.
13.1 Termination rights
A party may terminate this agreement immediately by written notice to the other party if:
a) the other party is in breach of this agreement and, where the breach is capable of being remedied, has failed to remedy the breach within 14 days after being given written notice requiring it to remedy the breach;
b) the other party becomes subject to any form of insolvency or bankruptcy administration;
c) termination is permitted under clause 9; or
d) in the reasonable opinion of the terminating party, the repeated conduct of the other party, or any officer, employee, agent or contractor of the other party, reflects adversely on, or is reasonably likely to harm the reputation of the terminating party.
13.2 Negotiation of KangaNews Fee
If the Sponsor has paid the Sponsorship Fee and:
a) the Sponsor validly terminates this agreement; or
b) KangaNews validly and reasonably cancels, terminates, postpones or relocates the Event or terminates this agreement,
then the parties will negotiate bona fide and in good faith to determine all costs and expenses paid or incurred by KangaNews for the Event (including its termination, postponement or relocation) up to the date of termination. The
Sponsor will be liable for that portion of those costs and expenses that represents the amount that the Sponsor agreed to Sponsor, as a proportion of all other principal sponsors of the Event.
13.3 Effect of termination
Termination or expiry of this agreement will not affect the operation of clause 8 or clause 13.2 or any other rights or remedies already available to a party under, or for any breach of this agreement.
A party will not assign its rights under this agreement without the prior written consent of the other party.
b. Entire agreement
This agreement constitutes the entire agreement between the parties in relation to its subject matter.
c. Further assurance
Each party will promptly do further acts and execute and deliver further documents (in form and content reasonably satisfactory to that party) required by law or reasonably requested by the other party to give effect to this agreement.
d. Governing law
This agreement is governed by and construed in accordance with the law of New South Wales, Australia and the parties submit to the exclusive jurisdiction of the courts of New South Wales.
Where GST is payable by an entity in relation to a supply that it makes under or in connection with this agreement, and the consideration for that supply excludes GST, the party providing the consideration will pay an additional amount equal to the GST when any part of the consideration is first payable subject to receipt of a tax invoice in the proper form.
In this agreement, clause headings are inserted for convenience only and do not affect interpretation. Unless the context otherwise requires:
a) a reference to a "person" includes an individual, the estate of an individual, a corporation, an authority, an association or a joint venture (whether incorporated or unincorporated), a partnership and a trust;
b) an obligation or a liability assumed by, or a right conferred on, 2 or more persons binds or benefits them jointly and severally;
c) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
d) words importing the singular include the plural and vice versa;
e) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
f) "includes" in any form is not a word of limitation; and
g) a reference to "$" or "dollar" is to Australian currency and an obligation to pay money is an obligation to pay in Australian dollars.
Nothing in this agreement will be taken as establishing a party as a partner or agent of the other party without the express written authority of the other party.
If any part of this agreement is or becomes illegal, void or unenforceable, this does not invalidate the rest of this agreement.
This agreement may only be varied by a document signed by or on behalf of each party.
Failure or omission by a party to require strict or timely compliance with any provision of this agreement will not affect any right of that party to remedies it may have in respect of any breach of a provision.