Terms and Conditions

1 Definitions & Interpretation

1.1 DEFINITIONS

In these Terms and Conditions:

Agreement means an agreement between AVPartners (we) and the Client (you) containing the terms of AVPartners' provision of Services for an Event and includes these Terms and Conditions and the Event Proposal.

Claim includes all present and future claims (including but not limited to third party claims), suits, actions, demands, litigation, proceedings or threats whether:

(a) criminal, administrative or by way of arbitration or expert determination; or

(b) before any court, arbitrator, expert, tribunal, board commission, authority, agency, department or officer.

Client means a client who has entered into an Agreement for the provision of Services.

Data means, where a Client uses any of AVPartners' computer equipment during the Event to present any Client materials relating to the Event, all data provided by Client to AVPartners that is saved on or copied to the relevant AVPartners computer for use by the Client.

Deposit means any deposit paid by a Client in accordance with the Payment Schedule or Event Proposal.

Equipment means the audiovisual, staging, production equipment owned, leased or provided for use at the Event by AVPartners.

Event means an event or function in respect of which AVPartners is engaged to provide Services, whether held at a Venue or otherwise.

Event Date means the date upon which an Event is to be held.

Event Proposal means the proposal for Services.

Event Times means the times between which an Event is to be held.

Fees means AVPartners' fees for the provision of Services for an Event as specified in the Agreement for that Event, including any Deposit.

GST means the Goods and Services Tax imposed under the GST Act.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Indemnified Parties means for each party, that party, its officers, employees, contractors and related entities (and their officers, employees and contractors), and, in the case of the Venue, its manager.

Loss means all loss (excluding indirect or consequential loss), costs (including legal costs on a full indemnity basis), expenses, penalties and liabilities regardless of when or how these losses are suffered or incurred.

Payment Schedule means the Payment Schedule detailed in clause 14 and forming part of these Terms and Conditions.

Services means audiovisual, event staging, event production services and related services.

Venue means any Hotel location or Convention Centre at which the Event is to be held and at which AVPartners is contracted to provide the Services.

2 Acceptance

2.1 ACCEPTANCE

These Terms and Conditions will be considered to be accepted by the acceptance of the Event Proposal.

3 The Services

3.1 HOW WE WILL PROVIDE THE SERVICES

We will provide the Services to you in accordance with and subject to:

(a) the Event Proposal;

(b) standard industry practices and standards;

(d) your reasonable instructions;

(e) all reasonable instructions from the staff at the Venue; and

(f) these Terms and Conditions.

We will ensure that our staff are suitably qualified and skilled for the performance of the Services.

3.2 ADDITIONAL SERVICES

Unless we agree otherwise, we will not be obliged to provide to you any additional services that are not specified in the Event Proposal. If we agree to provide you with additional services, the Fees will be increased to include our fees and expenses for those additional services.

3.3 CONTRACTORS

You acknowledge that we may engage contractors to provide all or part of the Services. We are responsible for our contractors.

3.4 SAFETY

We reserve the right to terminate the provision of all or any part of the Services, at any time without notice and without any liability to you or any other person if we consider in our absolute discretion that the provision of the Services for the Event may:

(a) jeopardise the health, safety or welfare of any person;

(b) cause damage to property; or

3.5 DATA

(a) If you use our computer equipment during the Event to assist with presentation of your materials to attendees at the Event, you acknowledge and agree that we will be entitled to delete the Data from our computer equipment and destroy all copies of Data following the conclusion of the Event. If you wish to have a copy of the Data returned to you, you must provide us with a written request for a copy of the Data at least 48 hours prior to the commencement of the Event, and we will send a copy of the Data to you within seven (7) days of conclusion of the Event.

(b) If you request to record your Event (Recording), we guarantee to provide a copy of the Recording and further copies can be made available to you at your written request for up to 30 days after the Event. We do not guarantee copies of the Recording will be made available more than 30 days after the Event. We will delete the Recording/s at any time on receipt of a written request from you.

3.6 PROVIDED EQUIPMENT

All equipment required as part of the delivery of service as documented in the Event Proposal for your event will be provided. If AVPartners has a shortage of equipment or the required equipment is out of commission at the time of your event, AVPartners will source alternative equipment of equivalent or better quality at no additional cost to you.

4 Equipment

4.1 YOUR USE OF EQUIPMENT

You must, and must ensure that your employees and all other persons at the Event, only use our audiovisual equipment or the audiovisual equipment:

(a) in accordance with all reasonable instructions from us or the staff of the Venue;

(b) only for the purposes for which it was intended; and

4.2 LIABILITY FOR DAMAGE

You are liable for any loss or damage to the Equipment caused by you, your employees, or any of your delegates or invitees attending the Event.

4.3 PAYMENT FOR DAMAGE

Without limiting our rights, in the event we have any claim for damages under clause 4.2, you must within seven days of receiving a demand from us or the Venue operators either (as specified in the notice):

(a) pay us the cost of repairing the damaged Equipment; or

(b) pay us the full replacement cost of the Equipment if it is lost or if we determine (acting reasonably) that it is irreparably damaged.

5 Fees

5.1 LIABILITY TO PAY FEES

You must pay the Fees in accordance with this clause 5, the Event Proposal and as set out in the Payment Schedule.

5.2 PAYMENT TO VENUE

(a) Unless we otherwise advise you in writing, for Events conducted at a Venue, you must pay all Fees and other amounts payable by you under this Agreement to the Venue operator in accordance with the invoice issued to you by the Venue operator.

(b) Despite clause 5.2(a), we may recover Fees and any other amounts payable by you under this Agreement directly from you.

5.3 FEES MAY CHANGE

The Fees specified in the Event Proposal are estimates only and may change:

(a) if the Event Date changes;

(b) if you request us to provide different services to those specified in the Event Proposal;

(d) if you and us agree for any reason.

5.4 TERMINATION FOR NON-PAYMENT OF DEPOSIT

If you do not pay any Deposit or part payment by the due date for that payment, we may immediately terminate this Agreement for the provision of Services by written notice to you, and we will have no liability to you or any other person in relation to termination of this Agreement.

5.5 ENFORCING PAYMENT

You must reimburse us for all reasonable expenses and costs (including but not limited to legal costs and debt recovery costs) incurred by us or the Venue operators, or for which we or the Venue operators are liable, in recovering any and all overdue amounts payable under this Agreement.

5.6 WHEN PAYMENT IS DEEMED TO BE RECEIVED

All payments you are required to make under this Agreement will only be deemed to be received when cleared funds are received by us or the Venue operator (as applicable). You must make all payments in full and without any set-off or abatement.

5.7 OUR RIGHT TO CHARGE INTEREST

We may charge interest at the rate of 10% per annum (calculated daily) on any overdue amounts up until the date that payment is received.

5.8 SET-OFF AGAINST DEPOSIT

We may set-off any amounts you are required to pay under this Agreement (including cancellation fees) against any amounts that you have already paid to us.

6 Cancellations

6.1 CANCELLATION

You may only cancel the Services by written notice to us.

6.2 CANCELLATION FEES - WHERE EVENT AT A VENUE

If you cancel the provision of the Services at any time after you have signed the Event Proposal, where the Event is scheduled to be held at a Venue, you must at the time of cancellation pay us an amount equal to:

(a) the proportion of the Fee imposed by the Venue on you pursuant to the Venue's terms and conditions; and

(b) all non-refundable or non-cancellable costs or liabilities incurred by us or the Venue operator which relate to the Services or the Event (such as the hire of equipment or the engagement of personnel).

6.3 CANCELLATION FEES - EVENTS OTHER THAN AT A VENUE

If you cancel the provision of the Services for any of the following Events at any time after you have signed the Event Proposal, the relevant Deposit as detailed in the Payment Schedule or Event Proposal will be forfeited in full to AVPartners, and you acknowledge that such amount constitutes a genuine pre-estimate of damages suffered by AVPartners as a result of cancellation of such Event.

(a) direct contracts with AVPartners at a Venue;

(b) offsite Events/exhibitions;

7 GST

7.1 DEFINITIONS

Expressions in this clause which are not defined in this Agreement but which are defined in the GST Act have the same meaning as in that Act.

7.2 CONSIDERATION IS EXCLUSIVE OF GST

Unless otherwise expressly stated, all amounts, prices, values or other sums payable or to be provided under this Agreement are exclusive of GST.

7.3 GST ON TAXABLE SUPPLY

If GST is payable on any supply made under this Agreement:

(a) the recipient of the taxable supply must pay to the supplier an amount equal to the GST payable on the taxable supply in addition to and at the same time as payment for the taxable supply is required to be made under this Agreement; and

(b) the supplier must give the recipient a tax invoice for the taxable supply.

8 Warranties

8.1 WARRANTIES

Each party warrants to the other party:

(a) the party is able to enter into and fulfil their obligations under this Agreement;

(b) the person signing the Event Proposal has full power and authority to enter into this Agreement on behalf of the party; and

(c) the party is not entering into this Agreement on the basis of any representations, promise or undertaking provided by the other party or on behalf of the other party, unless that representation, promise or warranty is expressly stated in this Agreement or the Event Proposal.

8.2 INTELLECTUAL PROPERTY

You warrant to us that you have, and acknowledge that you are solely responsible for ensuring, that you and any applicable third party have appropriate rights and permissions to use any third party intellectual property rights (including rights in patents, designs, copyright, know how, performers rights, moral rights, trade secrets, confidential information, trademarks, service marks, circuit layouts, goodwill and all other similar rights) as part of the Event, including in music, film, performances, and in graphic or printed matter.

8.3 STREAMING AND RECORDING

If you request us to record, stream, or otherwise reproduce or communicate to the public any part of the Event (Streaming), you must obtain and maintain, at your own cost, all necessary rights and licences (including sub-licences) to any necessary intellectual property rights (including the copyright subsisting in any music, literary works, or sound recordings) and must grant a sublicence to, or procure a licence for, AVPartners on equivalent terms, to enable AVPartners to undertake the Streaming.

9 Insurance & Risk

9.1 INSURANCE

The Venue operators may require you to hold public liability or other insurance for the Event. We hold public liability and other insurance and you acknowledge that such insurance will not extend to your own liability in respect of the Event. You warrant that you have made your own enquiries regarding your public liability exposure and other risks arising from the Event and whether insurance to cover such risks is desirable.

9.2 INDEMNITY

Each party indemnifies and will keep indemnified the Indemnified Parties against any and all Claims or Loss arising from the party's negligence, misconduct and/or breach of any of the party's obligations or warranties under this Agreement.

10 Termination

10.1 TERMINATION OF AGREEMENT

Either party may immediately terminate this Agreement:

(a) in accordance with any express right in this Agreement;

(b) if the other party is in breach of any of their obligations or warranties under this Agreement provided that, if the breach is capable of being remedied, the party not in breach may elect to give the other party notice specifying the breach and requiring its remedy within a reasonable time, and in such case the party not in breach may terminate this Agreement if the party in breach has not rectified the breach within the time specified in such notice;

(c) the other party has a receiver, receiver and manager, trustee in bankruptcy, administrator, liquidator or controller appointed; or

(d) a party determines or suspects on reasonable grounds that the other party is unable to pay their debts as and when they fall due.

10.2 CONSEQUENCES OF TERMINATION

(a) If we terminate this Agreement under clause 10.1, you will be deemed to have cancelled the provision of the Services, and the provisions of clause 6 regarding payment of cancellation fees will apply.

(b) If you terminate this Agreement under clause 10.1, we will be required to refund you all monies paid by you under this Agreement.

10.3 NO WAIVER

Termination of this Agreement does not prejudice any rights or entitlements of a party which have accrued before termination.

11 Liability

11.1 EXCLUSION OF WARRANTIES

All terms, conditions and warranties implied into this Agreement by statute, common law or otherwise, and all liability for Loss arising in any way except to the extent caused by our negligence, are excluded from this Agreement except where to do so would contravene any statute or cause any part of this Agreement to be void or unenforceable.

Nothing in this Agreement excludes, restricts or modifies any right or remedy, guarantee, warranty or any legislation that cannot lawfully be excluded or limited, including under the Australian Consumer Law.

11.2 LIMITATION OF LIABILITY

To the extent that we cannot lawfully exclude liability under clause 11.1, our liability relating to or arising under this Agreement or from the Services is limited to (at our option):

in the case of goods, replacing or repairing the goods, or paying the cost of having the goods replaced or repaired; and

(b) in the case of services, re-supplying the services, or paying the cost of having the services resupplied.

To the extent permitted by law, any other liability arising from the Event or relating to this Agreement is your responsibility.

11.3 FORCE MAJEURE

(a) If a party is prevented from or delayed in complying with an obligation under this Agreement by an event beyond that party's reasonable control (including acts of God, acts of war, breakdown or destruction of plant and equipment, strike or lock-out, border closures, Government shut-downs or pandemic) (Force Majeure Event), performance of that obligation is suspended during the time and only to the extent that compliance is prevented or delayed.

(b) Neither party will be liable to the other party for any loss, damage, cost or expense incurred as a result of or arising from such delay or failure to comply as a result of a Force Majeure Event.

(c) If an Event cannot be held on the Event Date as a result of a Force Majeure Event, we will use all reasonable endeavours to provide the Services on a mutually acceptable further Event Date, and any Deposit paid by you for the original Event will be applied towards the Fees for the postponed Event provided always that such postponed Event takes place within 12 months of the original Event Date.

12 General

12.1 ENTIRE AGREEMENT

In relation to its subject matter this Agreement (including the Event Proposal):

(a) constitutes the entire agreement between the parties; and

(b) supersedes any previous representations, understandings or agreements.

12.2 WAIVER

Unless specifically stated to the contrary, in this Agreement:

any failure to enforce or a delay in enforcing any right under this Agreement does not constitute a waiver of those rights; and

a partial exercise of a right does not preclude any further exercise of that or any other right.

12.3 SEVERANCE

If any provision of this Agreement is held to be void, prohibited, invalid or unenforceable in any jurisdiction:

(a) that provision is ineffective to the extent of the prohibition, invalidity or unenforceability in that jurisdiction;

(b) the validity or enforceability of that provision is not affected in any other jurisdiction; and

12.4 ASSIGNMENT

Neither party will assign this Agreement without the prior written consent of the other party provided that if for any reason we cease providing audiovisual services at the Venue, we we will be entitled to assign any of our obligations under this Agreement, or novate this Agreement, to any new audiovisual services provider for the Venue..

12.5 FURTHER ASSURANCES

You must do everything reasonably necessary to give effect to this Agreement and the transactions contemplated by it, including the execution of documents.

12.6 GOVERNING LAW

This Agreement is governed by the law in force in the State or Territory in which the Services are provided and the parties submit to the non-exclusive jurisdiction of the courts of or exercising jurisdiction in the State or Territory in which the Services are provided.

12.7 DISPUTE RESOLUTION

The parties must use their best endeavours to cooperatively resolve a dispute arising from this Agreement.

12.8 MEDIA RIGHTS

AVPartners may photograph, film or record your event. AVPartners reserves the right to use this media for promotional purposes.

12.9 JOINT AND SEVERAL

Where two or more parties have an obligation or liability under this Agreement, the obligation or liability is joint and several.

12.10 SURVIVAL

Clauses 3.4 to 9 (inclusive), 10.2, 10.3 and 11 to 13 (inclusive) survive the completion of the Services or the earlier termination of this Agreement.

12.11 COMPUTER AIDED DESIGN (CAD)

As part of our services, AVPartners will design your event floorplan to your specifications, including preparation of CAD floorplans at no additional cost. This service includes up to three changes to the floorplan design if requested by you. Should you request more than three changes to the floorplan, AVPartners may charge a reasonable fee for preparation of additional CAD floorplans. AVPartners will obtain your approval to any additional fee before further CAD floorplans are produced.

12.12 VARIATION

These terms and conditions may only be varied with the prior written consent of each party.

12.13 TECHNICIAN MEAL PROVISION

If an AVPartners technician is required to operate an Event for more than five consecutive hours, you will provide a meal for the technician and any additional operators who are unable to take a break. The meal will be included in the Event's food and beverage package, and you will be responsible for organising and providing the meal.

12.14 MODERN SLAVERY

AVPartners uses reasonable endeavours to ensure that its supply chain is free from forced labour, child labour, human trafficking or other forms of modern slavery.

12.15 CONFIDENTIALITY

Each party agrees to keep confidential any information designated by that party as commercially sensitive and/or confidential or which by the nature of such information would reasonably be considered to be commercially sensitive and/or confidential (Confidential Information) and will not disclose or permit to be disclosed any such Confidential Information other than as required by law or with the prior written consent of the other party.

13 Interpretation

13.1 INCONSISTENCY WITH THE EVENT PROPOSAL

If there is any inconsistency between the Event Proposal and these terms and conditions, the Event Proposal will prevail to the extent of the inconsistency.

13.2 INTERPRETATION

In this Agreement, unless the context indicates a contrary intention:

(a) a reference to:

(i) an individual or person includes a corporation, partnership, venture, association, authority, trust, state or government;

(ii) a document including this Agreement, is to that document as amended, novated, renewed, substituted or supplemented at any time;

(iii) dollars or $ is to an amount in Australian currency; and

(iv) time is to time in the State or Territory in which the service is provided, Australia

(b) All capitalised expressions used in these terms and conditions have the meaning given to them on the front page.

(c) where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning.

(d) headings are for convenience only and do not affect the interpretation.

(e) including and similar expressions are not to be treated as words of limitation.

(f) an obligation not to do something includes an obligation not to cause and not to permit it to be done.

(g) where consent or approval is required under this Agreement the requirement will mean the prior written consent or approval; and

(h) this Agreement is not to be construed against us because we were responsible for the preparation of this Agreement.

14. Payment Schedule – Deposits and Balance of Fees

14.1 Events at a Venue - Contract with Venue

(a) Deposit: the deposit specified in the Event Proposal to be paid by not less than 14 days prior to the Event Date.

(b) Balance: to be paid in accordance with the Event Proposal.

14.2 Direct Contract with AVPartners for Event at a Venue

(a) Deposit: an amount equal to 50% of the Fees to be paid by not less than 14 days prior to the Event Date.

(b) Balance: to be paid in accordance with the Event Proposal.

14.3 Offsite Events/Exhibitions

(a) Deposit: an amount equal to 50% of the Fees to be paid by not less than 30 days prior to the Event Date.

(b) Balance: to be paid by not less than 7 days prior to the Event Date.

14.4 Multimedia Events

(a) Deposit: the amount specified in the Event Proposal to be paid by not less than 60 days prior to the Event Date.

(b) Balance: to be paid by not less than 7 days prior to the Event Date (if the Event is not being held at a Venue) or balance to be paid in accordance with the Event Proposal (if the Event is being held at a Venue).

AVPartners Terms & Conditions

Updated 3rd September 2024