Background

THE CONTRACT

1.1 In this Contract, The Media Pad Pty Ltd ABN 75 126 991 535 is ‘we’, ‘us’ and ‘our’. References to ‘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 in relation to the Sponsored Activity pursuant to clause 9 (collectively referred to as ‘you’ and ‘your’).

1.2 This Contract replaces all previous representations and agreements. It can only be amended in writing that we sign.

1.3 These Terms and Conditions apply from the date of signing the Contract. The Contract will be provided to you by way of an Advertising Order. You acknowledge that we update the Terms and Conditions from time to time but will not do so during the term of this Contract.

1.4 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.

1.5 Payment of any fees will constitute your acceptance of these Terms and Conditions.

OUR RIGHTS AND RESPONSIBILITIES

2.1 As specified in this Contract, we will:

a) organise and hold the Event

b) make reasonable efforts to offer you the Advertising or Sponsorship requested

c) where Events are held at multiple venues (within the same city), help visitors to move between those venues.

2.2 We do not guarantee Event visitor numbers or any level of commercial activity. We can cancel the Event by writing to you before it starts. If so, we will refund your fees within 30 days for services not supplied in accordance with Clause 4.1.

2.3 We may change the Event including but not limited to:

a) changing the date

b) changing its duration

c) changing visitor opening hours

d) moving the venue to another place in the same city

e) extending the venue in a separate area from the main venue

f) using multiple venues.

2.4 We can ask you to:

a) obey the relevant rules

b) prevent any damage

c) maximise the Event’s commercial success.

We can do this verbally or in writing. Our directions include but are not limited to:

a) approving or disapproving the content and presentation of any promotional materials

b) deciding how you, your employees, contractors or agents use Event entry cards

c) setting conditions for moving goods and displays before, during and after the Event

d) setting restrictions on taking photographs

e) specifying how you can use audio visual equipment and media and how you can demonstrate machines

f) making health and safety requirements.

2.5 We may assign any of our rights under this Contract.

YOUR RIGHTS AND RESPONSIBILITIES

3.1 You must:

a) use the Events area only for the purposes of the Events

b) follow our directions as soon as possible and pay any associated costs

c) follow relevant laws, meet OH&S and venue guidelines, and avoid damaging a person or property

d) not do anything that may interfere with the smooth running of the Events.

PRICE AND PAYMENT

4.1 You must pay us fee instalments in cleared funds as we specify in the Contract. An amount equivalent to 10% of the value of the Contract is non-refundable and covers an administration fee. In addition to the administration fee, 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 Under the Payment Systems (Regulation) Act 1998 and the Payment Systems (Regulation) Regulations 2003 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.

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) cancel your Sponsorship and/or associated Advertising

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 participating and attending our Events

5.2 If you do not pay your instalment fees by the due date, we will charge you a late payment fee of 2.5% each month compounding on all outstanding money.

5.3 If you cancel all or part of the Contract (except if you cancel because of our breach), or if we cancel the Contract because of your breach, we will claim a cancellation fee from you and revoke the applicable discounts granted in the Contract.

The cancellation fee will be a percentage of the full, non-discounted, pro rata value of the cancelled parts of the Contract as follows:

a) 50% for Sponsorship and/or associated Advertising if you cancel between 45 and 30 days before the opening date of the Event.

b) 75% for Sponsorship and/or associated Advertising if you cancel between 30 and 14 days before the opening date of the Event.

c) 100% for Sponsorship and/or associated Advertising if you cancel 14 days or less before the opening date of the event.

RISK AND INSURANCE COVER

6.1 You agree that the Events 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.

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

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 agree not to sell or intend to sell goods at the Event that misrepresent or infringe intellectual property rights. You indemnify us from and against any and all claims, damages, losses and costs we may incur if you breach this agreement.

ADVERTISING

This clause 8 applies only to Advertising. It outlines our Publication Material Terms and Conditions. Material is any form of advertising you give us or that we create for you. Publication is any publication that we own or control, including listings on the Power Retail website, emails or print books, trade guides, signage, posters, and elsewhere on the Internet. If you are not a sponsor at our Event, you must pay our full, ‘non-sponsor’ advertising rates.

8.1 Giving us material

a) When you give us Material you warrant that:

• – you own it or have the right to use and publish it
• – we have the right to use and publish it
• – it does not breach any law or any other person’s rights
• – you can legally represent the individual, entity, product or service in the Material
• – 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 If we agree to cancel it, you must pay us a cancellation fee in accordance with Clause 5.3.

f) All Material you give us must meet our 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.

g) We are not liable for any loss or damage to the Material. We are also not responsible for returning Material to you. Despite the provisions of this clause 8.1, you cannot alter the size of, or cancel any advertising after the booking deadline stated in our media kit.

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 take your Material out of the Publication or charge you a late payment fee in accordance with Clause 5.2.

8.3 Publishing material

a) We may:

– refuse to publish Material

– remove existing Material from a Publication without telling you

– choose where to place Material in a Publication.

8.4 Liability

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:

– you breach your warranty in Clause 8.1a)

– any allegation that we have breached third-party intellectual property rights

– any other liability we may be exposed to

SPONSORSHIP

This clause 9 applies only to Sponsorship. It does not apply to Advertising. It outlines our Sponsorship Terms and Conditions. Sponsorship is the payment 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 upon signing of this Contract.

9.2 Our rights and responsibilities

a) We will

– carry out the Sponsored Activity strictly in accordance with this Contract;

– use the Sponsorship Amount only for the purposes of carrying out the Sponsored Activity;

– 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;

– refund to you that part of the Sponsorship Amount relating to Sponsorship Activity which we fail to perform, if any.

b) If you are bound by the Medicines Australia Code of Conduct (‘Code’), then to the extent that the Code is related to or in any way connected with the Sponsored Activity, we will comply with the Code and not do or omit to do anything which may cause you to breach the Code.

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:

– 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

– we acknowledge that our right to use your Trade ID is limited to use exclusively in relation to the Sponsored Activity.

b) We must:

– hold any goodwill in any of the Trade ID as bare trustee for you and unconditionally assign the same to you on demand;

– not do or omit to do anything that might jeopardise the validity of any of the Trade ID; and

– 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 utilized during the Sponsored Activity.

GENERAL ISSUES

10.1 All Contract references to time mean as soon as possible, unless we state otherwise.

10.2 Force Majeure

Liable for any expenditure, liability or loss, including consequential loss, nor will we be in default for any delay, failure or interruption because of:

a) acts of God, civil or military authority, public enemy, terrorism

b) epidemics, war, accidents, fires, explosions, earthquakes, floods, the elements

c) strikes, labour disputes, shortages

d) failure of electrical power, internet coverage, lifts, transportation, air conditioning

e) the availability of appropriate premises

f) insufficient exhibitor numbers

g) visitor non-attendance

h) any prevailing commercial circumstances or causes beyond control.

10.3 After this Contract ends, clauses 3 to 7 and this clause 10 remain valid for:

a) your rights and responsibilities

b) price and payment

c) remedies

d) risk and insurance cover

e) 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 laws and the jurisdiction of Victorian courts govern this Contract.

10.5 Government Restrictions on number of people:

10.6 Government Restrictions on number of people:

a) Should Government restrictions be put in place that limit the number of people who can attend an Event, we will either:

proceed with the Event at the lower numbers as required by the Government restrictions,

postpone the event to an agreed alternative date; or

cancel the event and refund all deposits held (less any reasonable and unavoidable costs incurred by Power Retail).

b) Power Retail has reflected the back-to-back terms and conditions with our Suppliers. Where Power Retail can pass on any reduced costs from our Supplier, we will pass these on to the Sponsor pro-rata.