DG Global

Terms of Engagement

 

TERMS OF ENGAGEMENT

  1. ENGAGEMENT
      1. Capitalised letters are defined in the body or clause 16.1 of this Agreement (the Definitions Section).
      2. You have approached us because you are interested in us providing Services for the Event listed in the Event Brief found in the Estimate.
      3. These Terms of Engagement (Terms of Engagement), together with the Estimate as supplanted by the Quote under clause 2.2(e) (both which incorporate the Event Brief) (the Agreement), exclusively governs the provision of the Services by DG Global Pty Ltd (DG Global, we, us) to the Client (Client, you) for the Event.
      4. The Agreement commences on the date you accept the Estimate or give us instructions to begin the Discovery Stage, whichever comes earlier (Commencement Date) and continues until the parties have completed their respective obligations under the Agreement, unless the Agreement ends earlier in accordance with clause 13 (Term).
      5. This Agreement forms the entire agreement between the parties as to its subject matter. Therefore, please carefully read this Agreement and let us know if you have any questions, before accepting the Estimate.
      6. This Agreement cannot be amended or supplanted by terms set out in any document provided by you including any contract or purchase order.
      7. The terms of this Agreement can only be changed with the written consent of both parties, and otherwise in accordance with clause 3.
      8. These Terms of Engagement prevail over the Event Brief as well as the Estimate and Quote in the event of any inconsistency.
  2. SERVICES AND DELIVERABLES
    1. General
      1. We will supply the Services and Deliverables in the Stages starting off with the Discovery Stage (each a Stage).
      2. We may engage sub-contractors to perform all or any part of our obligations under this Agreement in our discretion.
      3. We shall be appointed as the exclusive event management services provider in relation to the Event unless otherwise stated in the Special Conditions in the Event Brief.
    2. Estimate and Discovery Stage
      1. We are not required to commence the Services until the Estimate is accepted, and you pay the Commencement Fee.
      2. The Estimate contains the Event Brief which for example, contains details of the estimated scope of Services and Deliverables as well as our estimated costs for the Event based on your initial instructions and Event Budget.
      3. You acknowledge and agree that the Estimate is an estimated scope of work and costings for the Event only based on your instructions prior to the Commencement Date, not intended to be an accurate reflection of the services and costings for the Event and subject to change during the Discovery Stage, as we comprehensively scope out the requirements for the Event.
      4. You agree that the Commencement Fee is paid in consideration for us carrying out the Discovery Stage and is non-refundable even if you do not wish to proceed with the remainder of the Services after the completion of the Discovery Stage.
      5. We will provide an updated and finalised Event Brief and set of costings for the Event at the conclusion of the Discovery Stage via the Quote which we shall send to you via our online quoting platform (this shall be referred to as the Quote in the remainder of these Terms of Engagement).  If you do not wish to proceed with the Services for the Event after receiving the Quote, you are entitled to cancel the Services and terminate this Agreement under clause 13(a)(i).
      6. Quotes may be updated under clause 3, and each update shall be referred to as a Quote Update for the purpose of these Terms of Engagement. The Quote and all Quote Updates shall be referred to as the Quote for the purpose of these Terms of Engagement (unless otherwise stated).
      7. If you wish for us to provide any services or deliverables that are not listed in the Quote, these shall not be supplied by us for the Event under this Agreement, unless we otherwise agree in writing (and additional fees will apply).
      8. In the Event you increase the Event Budget listed in the Quote, we reserve the right to classify this as a Variation under clause 3 and increase our fees where we are required to carry out more work to manage the Event according to the increased Event Budget.
    3. Feedback and Approvals
      1. You agree to provide any feedback and approvals requested by us in relation to the Event by the dates reasonably required by us.
      2. If we request feedback or an approval by a certain date and you do not come back to us, you acknowledge that the Event may be impacted (including that it may be delayed or cancelled). You agree that we are not liable for any Loss or Claim suffered by you as a result of the Event being impacted in connection with this clause.
    4. Marketing Deliverables
      1. If you engage us to carry out marketing services and deliverables for the Event (which shall be indicated by the Marketing Stage being listed in the Event Brief), we shall supply the marketing deliverables for the Event listed in the Event Brief (the Marketing Deliverables).
      2. Upon completion of such deliverables, we shall provide you with final versions of the Marketing Deliverables (Final Marketing Deliverables) which you are only permitted to use in accordance with clause 7.3(b).
      3. The Marketing Deliverables are only supplied to you in a non-editable PDF format. We do not provide editable versions of the Marketing Deliverables unless we otherwise agree in writing.
      4. Where we request you to provide feedback and approvals to draft Marketing Deliverables, we have allocated time to prepare 2 sets of revisions as part of our fee for the Marketing Stage (Included Revisions). Included Revisions extend to reasonable sets of changes only, and not to substantial redrafting or reworking of the drafts.
      5. Revisions that are not Included Revisions will be treated as Variations under clause 3 and charged by the hour in accordance with our Rate Card.
  3. CHANGES TO EVENT
    1. Client Requesting Changes

If you wish to make changes to the Event and the details listed in the Quote (Variations):

      1. You must make your request to us in writing unless we otherwise agree to accept instructions verbally;
      2. We will notify you via a Quote Update if we can accommodate the Variations request. The Quote Update will advise you of any adjustments to Event Costs, new Additional Charges, adjusted delivery times and other relevant terms (Varied Terms);
      3. We do not guarantee we can provide all Variations;
      4. We are not required to commence work on Variations unless you have accepted the relevant Quote Update and you pay any upfront costs we require you to pay in relation to the Variation as listed in the Quote Update; and
      5. You agree that if Variations are requested, our Services and the provision of Deliverables may be delayed and accordingly the Event may be impacted. You agree that we are not liable for any Loss or Claim suffered by you as a result of the Event being impacted in connection with this clause.
    2. Quote Updates
      1. You acknowledge the negative impact failing to provide timely approvals to Quote Update requests may have on the Services and the Event overall.
      2. In light of clause 3.2(a), you agree that in the event you:
        1. fail to respond to a Quote Update request within 7 days (or by the date the approval was due, if less than 7 days):
          1. we are entitled to deem your formal acceptance as given; or
          2. we may contact you and are entitled to deem any verbal acceptance over the phone or provide via text message or email as given; or
        2. commence providing us with instructions in relation to the subject of the Quote Update as if you have accepted the Quote Update request, we may deem your formal acceptance as given, even if you have not formally accepted the Quote Update.
  2. SUPPLIERS
    1. General
      1. As part of the Services, we will need to procure Suppliers of goods and services for the Event (Suppliers). Suppliers may include suppliers of services (for example, talent, hospitality staff, cleaners, sound technician and more) and/or suppliers of Goods (for example, venues, equipment, food and beverage and more).
      2. When we need to deal with Suppliers in relation to the Event, we may elect in our discretion to:
        1. Enter into contracts directly with Suppliers;
        2. Enter into contracts with Suppliers on your behalf as your duly authorised agent; and/or
        3. Require you to enter into contracts with Suppliers directly with the relevant Supplier.

All contracts listed under this clause 4.1(b) will be referred to as Supplier Contracts.

      1. We shall take steps to negotiate favourable Supplier Contracts for the Event. You are entitled to approve the use and engagement of the Special Suppliers for the Event otherwise we are permitted to select Suppliers for the Event.
      2. In order for us to effectively perform the Services and to manage the Event and Suppliers, you agree that you are not permitted to have any direct contact with Suppliers in relation the Event, unless DG Global directs you to have such direct contact.
      3. You acknowledge that we have developed longstanding business relationships with Suppliers we procure for events and our ‘supplier lists’ form part of our Intellectual Property assets and amount to our Confidential Information. Accordingly, you warrant that if you do not wish to accept the Quote and cancel the Agreement, you will not engage any Suppliers listed on the Estimate or Quote for the Event or any similar event to be held within 3 months of cancelling this Agreement.
      4. We charge the Supplier Management Fee on top of all charges listed in the Supplier Contract including for Special Suppliers.
      5. You acknowledge that the prices or availability of Suppliers can change after you accept the Quote, and this is outside our control.
      6. Where a Supplier listed in the Quote then becomes unavailable, we will seek your approval to replace the Supplier with an alternative Supplier (but only if they are listed as a Special Supplier).  Where the price of a Supplier increases, we will seek your approval via a Quote Update to accept the increase and clause 3.2 shall apply.
    2. Contracting Suppliers Directly

If we enter into a Supplier Contract directly with the relevant Supplier, the following terms apply:

      1. Before we engage the Supplier, you may be required to pay all or a portion of the relevant fees under the Supplier Contract (we will notify you of the amount payable and you agree to pay such amount); and
      2. To the extent permitted by law, and subject to clause 10, we are not responsible or liable for the Suppliers’ goods and services and you release us from any such responsibility and liability;
      3. We agree to provide our assistance to deal with any defects or other issues with any Supplier goods or services and where we exhaust our allocated time for attending to such matters (if any) during a Stage of the Event (if any time is allocated), we are entitled to charge for our time in accordance with the Rate Card; and
      4. We are not required to provide copies of receipts to you where we engage Suppliers directly under clause 4.2.
    2. Contracting Suppliers as Your Agent

If we require you to enter into a Supplier Contract directly with the relevant Supplier, the following terms apply:

      1. We may enter into the Supplier Contract on your behalf as your duly authorised agent. You are entitled to approve the use and engagement of the Special Suppliers for the Event otherwise we are permitted to select Suppliers for the Event.
      2. Before the Supplier commences the provision of goods or services, you may be required to pay all or a portion of the relevant fees under the Supplier Contract (we will notify you of the amount payable and you agree to pay such amount);
      3. You are ultimately responsible for ensuring you are comfortable with the terms of the Supplier Contract;
      4. To the extent permitted by law, we are not responsible or liable for the Suppliers’ goods and services, nor for payment of Supplier costs and you release us from any such responsibility and liability; and
      5. We agree to provide our assistance to deal with any defects or other issues with any Supplier goods or services and where we exhaust our allocated time for attending to such matters (if any) during a Stage of the Event (if any time is allocated), we are entitled to charge for our time in accordance with the Rate Card.
  2. CLIENT OBLIGATIONS
    1. General
      1. In relation the Event, you agree to:
        1. Ensure the Contact Person listed under Client in the Quote has authority to provide timely and complete instructions in relation to the Event and does so;
        2. Supply us with any information, documentation, marketing assets, plans, policies, insurance, site access, feedback, approvals, facilities and assistance that we need from time to time, in the format we require and by the dates we require (Client Materials);
        3. Follow the terms of this Agreement and pay all invoices on time;
        4. Contact us if you notice that any Supplier Equipment is lost, or has become damaged or is likely to become damaged; and
        5. Be collaborative, easily contactable, open and considerate in your dealings with us, our representatives and all Suppliers.
      2. At the end of the Term, you acknowledge that we are not required to return the Client Materials, unless you request so in writing within 30 days after the Term ends.
    2. Laws & Compliance
      1. You are responsible for ensuring your Representatives and the Attendees comply with all Laws when attending the Event or otherwise in relation to the Event.
      2. You assume all responsibility for the conduct of your Representatives and the Attendees attending the Event
      3. We are responsible for obtaining any permissions, approvals, licences or other such things necessary from any relevant authority, body, person or other entity, in order for the Event to take place (Required Permission) unless you agree to acquire any specific Required Permission as listed in the Special Conditions of the Event Brief (and whereby you shall be responsible for obtaining that Required Permission).
      4. If you are responsible for acquiring a Required Permission, we reserve the right to assume that the Required Permission has been obtained by you. If you have not obtained any Required Permission that you are required to obtain, you are responsible for acquiring, you are responsible for any Loss or Claim that arise as a result.
      5. You must (and must ensure your Representatives and the Attendees) duly observe and comply all rules for any Required Permission.
    3. Consequences of Non-Compliance
      1. If you are not able to follow your obligations in clause 5.1 and clause 5.2, you acknowledge that the Event may be impacted (including that it may be delayed or cancelled). You agree that we are not liable for any Loss or Claim suffered by you as a result of the Event being impacted in connection with this clause.
      2. You agree that clause 5.1 and clause 5.2 are material clauses of this Agreement, and any breach of either clause will be considered a material breach of this Agreement.
  3. FEES AND PAYMENT TERMS
      1. In consideration for supplying the Services during the Discovery Stage, you agree to pay the Commencement Fee.
      2. If you wish to continue with the Services after receipt of the Quote during the Discovery Stage, you then agree to pay for all costs listed in the Quote, namely:
        1. The Service Fees for the remaining Stages of the Event;
        2. The Out Of Pocket Expenses for the Event;
        3. The Supplier Costs for the Event, and
        4. Our Supplier Management Fees charged by us in relation to all Supplier Costs,

(Event Costs).

      1. Unless they are listed as ‘fixed’ in the Quote, you acknowledge and agree that each of the Event Costs are an ‘estimate only’ and subject to change in accordance with the terms of this Agreement.
      2. You are also required to pay for:
        1. The Out Of Pocket Expenses for the Event not listed in the Quote, which you have approved (such approval not to be unreasonably withheld); and
        2. The costs of Variations listed in Quote Updates which you have approved (such approval not to be unreasonably withheld);

(Additional Charges).

      1. We shall invoice you for the Event Costs in instalments in accordance with the Payment Schedule listed in the Quote.  Despite this and in accordance with our rights listed in clause 4.2(a) and 4.3(b), we are entitled to invoice you for Supplier Costs upon demand and outside of the Payment Schedule.  The timing upon which we shall charge you for Additional Charges, shall be in our discretion.
      2. Unless we otherwise stated in the Quote, you agree to pay all invoices issued under this Agreement within 14 days of the date they were issued except for the first and final invoice which shall be paid within 7 days.
      3. You agree to pay all payments due under this Agreement into our nominated bank account set out on our invoices.
      4. All Event Costs and Additional Charges are quoted in Australian dollars and exclusive of GST unless stated otherwise.  You agree to pay GST on top of amounts charged to you under this Agreement, where validly stated on our invoice.
      5. You agree that ‘time is of the essence’ when making payments under this Agreement.
      6. We reserve the right to charge Interest on any and all overdue payments under this Agreement and to refer any debts to a debt collector or solicitor. All costs incurred by us in doing so will be payable by you.
      7. If any invoice is outstanding by more than 30 days, we may suspend our performance of the Services and accordingly the Event may be impacted. You agree that we are not liable for any Loss or Claim suffered by you as a result of the Event being impacted in connection with this clause.
      8. We reserve the right to increase the rates listed in the Rate Card once per calendar year, and you agree to pay any hourly rate charges in accordance with any updated rate.
  2. INTELLECTUAL PROPERTY AND CREDIT
    1. Your IP
      1. You give us a licence to use the Client Materials (including any IP included in the Client Materials) for the purpose of performing our obligations under this Agreement.
      2. You confirm that our use of the Client Materials will not infringe any third party rights.
      3. Nothing in this Agreement transfers any rights in and to your IP to us or a third party.
    2. Ownership of IP in Deliverables

Subject to clause 7.1(a), the rights in all IP in connection with the provision of the Services including in the Marketing Deliverables and other Deliverables (the Developed IP), as well as modifications of the Developed IP, will automatically upon creation vest in and become our exclusive property throughout the world in perpetuity.

    1. Marketing Deliverables
      1. This clause applies if the Marketing Stage is included in the Agreement.
      2. Once we have received cleared payment of the Commencement Fee owing for the Marketing Stage and subject to the terms of clause 7.3(c) below, we grant you a non-exclusive and non-transferable licence to use the IP in the final versions of the Final Marketing Deliverables on the basis that you only use the Final Marketing Deliverables for the marketing and promotion of the Event to be held on the Event Dates listed in the Quote (the Licence).  For the avoidance of doubt, you have no rights to use any draft Marketing Deliverables, or concepts not selected for commercial use either in relation to the Event or otherwise.
      3. You agree that any use of the Final Marketing Deliverables other than for the purpose listed in clause 7.3(b) is not permitted.  For the avoidance of doubt, you agree that you will not use the Final Marketing Deliverables for a later staging of the Event, separate events or for other business affairs unless you wish to ‘buy-out’ the rights to the Final Marketing Deliverables under clause 7.5.
      4. You agree that any modifications to the Final Marketing Deliverables must be made by us unless we otherwise agree in writing.
      5. Nothing in this Agreement transfers any rights in and to our IP to you. If we incorporate any of our IP into the Final Marketing Deliverables, we give you a non-exclusive licence to use the IP for the limited purpose of you being able to use the Final Marketing Deliverables in accordance with clause 7.3(b).
    2. Third Party IP
      1. We may at our discretion (or at your request) incorporate IP owned by third parties into the Final Marketing Deliverables such as stock images, fonts, source code and other licensed materials (Third Party IP).
      2. Your use of the Third Party IP as part of the Final Marketing Deliverables is subject to terms set by the relevant third party owner (Third Party Licences). Where licence fees are required for your use of the Third Party IP as part of the Final Marketing Deliverables, we will inform you of such fees. You will be responsible for maintaining and paying for all applicable Third Party Licences unless otherwise notified by us in writing.
    3. Buy out of Final Marketing Deliverables
      1. If you seek an assignment of the IP in the Final Marketing Deliverables upon which you can own and use the materials in your discretion, you have the option (subject to clause 7.5(b)) to purchase an assignment of the Final Marketing Deliverables for a purchase price equal to 100% of our total service fees charged to you for the Marketing Stage subject to the terms of our IP Assignment Deed.
      2. Please speak to us for further information and to see a copy of the IP Assignment Deed if you are interested in acquiring an assignment of the Final Marketing Deliverables.
  2. CREDIT & PROMOTION
      1. You agree to provide the Credit if you enter the Event into any awards or allow the Event to be documented in any media publication.
      2. As a condition of us entering into this Agreement and providing the Services, you agree:
        1. To give us all necessary licences and consents to use the Final Marketing Deliverables and to take and use photographs and videos of the Event, for our self-promotional, marketing or demonstrative purpose (including in awards, pitches, on our social media pages and website, and more); and
        2. And consent to us using your business name and logo as part of any published client list on our social media, website or otherwise.
      3. With your written consent, you agree that we may use any promotional materials commissioned by you in relation to the Event (for example, photographs or videography) for our self-promotional purposes.
  3. RECOMMENDATIONS
      1. We may provide advice, recommendations and opinions to you in relation to the Event (Recommendation).
      2. Recommendations are provided in our professional opinion as event management service providers but are not intended to be formal guarantees or warranties and should not be relied on by you. You must ensure that you carry out your own due diligence after receiving any Recommendation.
      3. Subject to clause 10(a) and to the extent permitted by law, we are not liable for any Loss you might sustain as a result of any Recommendation.
  4. AUSTRALIAN CONSUMER LAW
      1. Nothing in this Agreement restricts, limits or excludes any rights you may have under the Australian Consumer Law or any other law.
      2. If you acquire any goods or services under this Agreement as a Consumer, they will be supplied in accordance with any applicable Consumer Guarantees. Otherwise, to the full extent permitted by law, we exclude any warranty or condition in relation to goods and services supplied under this Agreement, which would otherwise be implied, including that they will be suitable or fit for any particular purpose.
  5. CLIENT ACKNOWLEDGEMENTS

You acknowledge and agree the following to the extent permitted by law:

      1. It is your responsibility to provide us with accurate Client Materials. If you fail to provide us with accurate Client Materials, you acknowledge that the Event may be impacted (including that it may be delayed or cancelled). You agree that we are not liable for any Loss or Claim suffered by you as a result of the Event being impacted in connection with this clause.   
      2. We are not responsible for the supervising, function, installation or maintenance of any goods or services supplied by Suppliers in connection with the Event. Unless otherwise stated in this Agreement, in the event of any problem with Suppliers or their goods and services, you acknowledge and agree that any recourse by you shall be solely against any relevant Supplier and not against us.
      3. You occupy the Venue at your sole risk and assume all responsibility for the conduct of your Representatives, guests and invitees attending the Event.  For the avoidance of doubt, we are not responsible for the conduct of your Representatives, guests and invitees attending the Event.
      4. You assume all responsibility to Suppliers in relation to any Supplier Equipment procured for the Event (aside from when the risk relating to such Supplier Equipment remains with the Suppliers). If any Supplier Equipment is damaged or becomes missing, you will be held liable for the full costs of repair or replacement (except to the extent such loss or damage is directly caused by the act or omission of us or our Representatives).
  2. LIABILITY AND INDEMNITY
      1. Each party (First Party) is liable for and indemnifies the other party and that other party’s employees and agents (Indemnified Party) against any reasonable and quantifiable Loss or Claim suffered by the Indemnified Party in respect of any material breach of this Agreement by the First Party, subject to:
        1. The Indemnified Party taking reasonable steps to mitigate such Loss or Claim; and
        2. The First Party’s liability being reduced proportionately to the extent that the Indemnified Party’s act or omission has contributed to the Loss or Claim.
      2. Subject to clause 10(a) and to the extent permitted by law, our liability to you for any Loss or Claim suffered by you in respect of any services supplied to you under this Agreement, including in respect of any failure to comply with any Consumer Guarantees, is limited to (at our election) resupplying the Services again or paying the cost of having the Services supplied again.
      3. Subject to clause 10(a), we are not liable for any Loss you may suffer in relation to the Services or this Agreement, where the Services are restricted or impacted by a Force Majeure Event.
      4. You are not liable for any Loss we suffer in relation to this Agreement, where your ability to perform your obligations under this Agreement is impacted by a Force Majeure Event.
      5. Neither party is liable to the other party for any kind of Consequential Loss arising out of or in connection with this Agreement.
  3. CANCELLATION AND ENDING THE AGREEMENT
      1. Our Services in relation to the Event may be cancelled as follows (subject to clause 13(c) below):
        1. By you with written notice within 7 days after the completion of the Discovery Stage upon which the Agreement shall end, and no refund shall be given to you in relation to the payment of the Commencement Fee;
        2. By us with 7 day’s written notice, where the provision of our Services and ability to complete the Event are impacted by a Force Majeure Event;
        3. By you with 14 day’s written notice for ‘change of mind’ if you have accepted the Quote;
        4. By either party (Terminating Party) with written notice if the other party (Breaching Party) materially breaches this Agreement, and this cannot be fixed or if it can be fixed, the Breaching Party does not fix it within 7 days after the Terminating Party gives written notice of the material breach or
        5. By a party by the provision of notice and with immediate effect, if the other party is subject to an Insolvency Event and where applicable, a party’s exercise of termination rights under this clause are stayed until such time they are otherwise enforceable under the Corporations Act 2001 (Cth).
      2. Subject to clause 10(a), if we cancel the Services under clause 13(a)(ii):
        1. We shall cease performing the Services at the end of the notice period;
        2. We will provide a refund to you on any Event Costs and Additional Charges paid in relation to Services not delivered to you at the cancellation date and for which in the case of Out Of Pocket Expenses and Supplier Costs, we are able to obtain a refund if already paid (such amount which we will determine in our reasonable discretion and notify you of) however you agree we are not required to provide any further refunds for fees or costs already paid by you; and
        3. We agree you may take over the Services internally or engage another event management services provider or other professional to take over the Services whereby you are permitted to use the Final Marketing Deliverables (if any) and to receive the benefit of our work we have completed to the cancellation date subject at all times to the provisions listed in clause 7.   
      3. Subject to clause 10(a), the parties agree that if the Quote is cancelled under clause 13(a)(iii), 13(a)(iv) or clause 13(a)(v):
        1. We shall cease performing the Services at the end of the notice period;
        2. You must pay any Event Costs and Additional Charges in relation to Services already carried out by us up to the cancellation date (such amount which we will notify you of) as well as any Out Of Pocket Expenses and Supplier Costs which have been incurred or committed to, and which cannot be cancelled, waived or refunded by the relevant third party or Supplier;
        3. If you terminated the Quote for ‘change of mind’ under clause 13(a)(iii) or we cancelled the Agreement under clause 13(a)(iv), you agree to pay the Administration Fee, if required by us (whereby you agree the Administration Fee is not a penalty); and
        4. We are entitled to revoke the Licence for you to use the Final Marketing Deliverables by providing written notice to you.
      4. If the Services are cancelled under clause 13(a), this Agreement will terminate once the parties have completed their obligations under clause 13 or otherwise stated in this Agreement.
  4. INSURANCE
      1. We shall maintain and effect the Insurance Policies listed in the Event Brief to cover the Services for the Event (but not for the Event itself, which shall be your responsibility under clause 14(b)).
      2. You shall maintain and effect the Insurance Policies listed in the Event Brief to cover your business and the Event itself.
      3. Each party shall be required to supply certificates of currency for each insurance policy listed in the Event Brief, at the request of the other party.
  5. GENERAL
      1. Capitalised words may be defined in the Definitions section or the body of these Terms of Engagement.
      2. This Agreement will be governed by the laws of Victoria, Australia. The parties agree that the courts of Victoria, Australia (or where applicable, the Federal Court of Australia) will have exclusive jurisdiction of this Agreement
      3. Unless expressly permitted in this Agreement, you must not assign or novate your rights and obligations under this Agreement to another person without our prior written consent.
      4. Any formal communication required under this Agreement must be in writing (email to suffice, except for any breach notices which must be hand delivered or sent by registered post).
      5. Each party agrees that it will not disclose the Confidential Information of the other party acquired in relation to this Agreement including our pricing without the party’s consent, except that the Confidential Information may be disclosed to a party’s representatives on a ‘need to know’ basis, to a party’s professional advisors and as required by law.
      6. If the whole or any part of this Agreement is void, unenforceable or illegal, it will be severed, and the remainder of this Agreement will continue in full.
      7. The following clauses will survive the conclusion of this Agreement: 4, 5, 7, 8, 9, 10, 11, 12, 13(a)(iv), 13(c) and 14.
  6. DEFINITIONS AND INTERPRETATION
    1. Definitions
      1. Administration Fee means a charge of up to 30% of the balance of unpaid Service Fees that would have otherwise been charged to you by us if the Event was not cancelled (such charge which is a genuine pre-estimate of Loss suffered by us in relation to the cancellation of the Event and covers Loss relating to inter alia the administration and labour costs associated with ceasing and/or handing over the Services, rescheduling of human resources, the administration cost of cancelling suppliers, loss of income and bringing forward other clients’ Events).
      2. Attendees mean all attendees of the Event, whether paid or unpaid and including all Representatives of the Client.
      3. Australian Consumer Law means Competition and Consumer Act 2010 (Cth) Schedule 2.
      4. Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature, whether present or future, fixed or unascertained, actual or contingent, at law, in equity, under statute or otherwise.
      5. Client means the Client listed in the Event Brief.
      6. Commencement Fee means the Commencement Fee listed in the Event Brief.
      7. Confidential Information means any information belonging to or relating to a party to this Agreement howsoever acquired that is marked confidential or is by its nature confidential, including, without limitation, trade secrets, Intellectual Property, know-how, business and financial data, policies, plans, databases, client lists and reports but does not include information which is or becomes generally available in the public domain (other than through breach of this Agreement or an obligation of confidence).
      8. Consequential Loss means special, incidental, indirect or consequential damages, loss of revenue, anticipated savings, profits, goodwill, reputation, interest or business.
      9. Consumer has the same definition as in the Australian Consumer Law.
      10. Consumer Guarantees means the consumer guarantees specified in the Australian Consumer Law.
      11. Deliverables means the Deliverables listed in the Event Brief.
      12. Discovery Stage means the Discovery Stage listed in the Event Brief during which we formally scope and cost the Event.
      13. Estimate means the first document we issue for the Event, which includes the estimated scope of work and costings for the Event only based on your instructions prior to the Commencement Date.  The Estimate shall be supplanted by the Quote, if the Quote is accepted.
      14. Event Brief means the Event Brief originally found in the Estimate, and then found in the Quote.
      15. Event Budget means your financial budget for the Event listed in the Event Brief, as instructed by you to us prior to entering into this Agreement and as updated to us from time to time during the Term.
      16. Force Majeure Event means an act of god, war, natural disaster, pandemic, global financial crisis, financial crisis, injury or illness of our employees, contractors or officers, death in the family, government shutdown or similar restrictions, hacking, viruses, internet connectivity issues, power outages, operational changes to our business as well as other causes not reasonably within the control of the party affected.
      17. GST has the meaning given to it in the A New Tax System (Goods and Goods and/or Services Tax) Act 1999 (Cth).
      18. Insolvency Event in relation to a party means where the party becomes the subject of bankruptcy, liquidation or winding up procedures or otherwise becomes insolvent.
      19. Intellectual Property (IP) means all rights in relation to trade marks, copyright, patentable inventions and designs, whether existing now or in the future, and whether or not registered or registrable, and includes any rights subsisting in or relating to trade secrets, know how, techniques and confidential information.
      20. Interest means interest at the rate of 5% above the cash rate set down from time to time by the Reserve Bank of Australia, such interest which is capitalised monthly.
      21. Laws means all relevant laws and statutory codes, regulations and rules as well as lawful directions and instructions given by the Venue operators.
      22. Loss means loss, damage, liability, charge, expense, outgoing, payment or cost of any nature or kind, including all legal and other professional costs.
      23. Out Of Pocket Expenses means those costs listed in the Estimate or Quote.
      24. Quote means the second quote we issue for the Event after completion of the Discovery Stage, as updated from time to time under clause 3 of this Agreement.
      25. Rate Card means our schedule of hourly rates and charges, as published from time to time, which at the time of the Commencement Date is set out in the Quote.
      26. Representatives means a party’s employees, directors, agents, contractors or consultants (however in relation to each party, excluding the other party as a Representative).
      27. Service Fees means those costs listed in the Estimate or Quote.
      28. Services means the Services listed in the Event Brief.
      29. Stages means the Stages listed in the Event Brief.
      30. Supplier Equipment means equipment lent or otherwise supplied by Suppliers for the Event.
      31. Supplier Management Fee means a surcharge of 15% on top of each cost in Supplier Contracts (exclusive of GST) paid to us in part consideration of the time it takes to procure and manager Suppliers in relation to the Event. We are entitled to charge GST on the Supplier Management Fee.
      32. Total Costs means the total costs for the Event including our Service Fees, Out of Pocket Costs, Supplier Costs, Supplier Management Fees, Variation Costs and any other costs charged to you under this Agreement.
      33. Venue means the Venue for the Event listed in the Event Brief as amended from time to time during the Term.
    2. Interpretation

In this Agreement, unless expressly stated:

      1. a word importing the singular includes the plural and vice versa;
      2. a word importing a gender includes other genders;
      3. a law is a reference to that law as amended, consolidated or replaced;
      4. this Agreement includes all schedules and attachments to it;
      5. a party to this Agreement includes its agents, personal representatives, successors and permitted assigns;
      6. a person, includes a natural person, partnership, joint venture, corporation, trust, governmental agency, association or other body corporate;
      7. a time, is a reference to the time in the State or Territory of the jurisdiction that governs this Agreement;
      8. $, is a reference to Australian dollars unless otherwise expressly stated; and
      9. the words ‘such as’ or ‘including’ are not used as words of limitation.

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