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SPNQ Sponsorship Agreement Terms

TERMS AND CONDITIONS OF SPONSORSHIP PACKAGE AGREEMENT

The Sponsor has agreed to provide Sponsorship to Smart Precinct NQ Limited (“SPNQ”).  SPNQ has agreed to provide the Sponsor with the Sponsorship Benefits set out in the Sponsorship Package Offer pursuant to these Terms and Conditions.

 

OPERATIVE PROVISIONS

  1. DEFINITIONS 

1.1 “Agreement” means the signed Sponsorship Package Offer which includes these Terms and Conditions of the Sponsorship Agreement.

1.2 “Event Cancellation Deadline” means 5:00 pm on the date specified in the Sponsorship Package Offer, being the last date/time on which the Sponsor may cancel sponsorship and request a full or partial refund under this Agreement.

  1. “Confidential Information” means information pertaining to the subject matter of this Agreement, a party’s employees, agents or contractors, a party’s customers or suppliers, a party’s finances, business and marketing plans, transactions and activities, a party’s products and/or services and a party’s Intellectual Property.  The expression includes information no matter how or when it is received and whether the information is marked or labelled ‘confidential’, ‘secret’, or otherwise.

  2. “Event” means the conference or event, if any, specified in the Sponsorship Package Offer.

  3. “GST” means the tax imposed or assessed by the A New Tax System (Goods and Services Tax) Act 1999 (Cth), as amended from time to tome and associated legislation. 

  4. “Intellectual Property” means all forms of intellectual property including logos and trademarks whether existing under statute, common law or otherwise.

  5. “Parties” means Smart Precinct NQ Limited and the Sponsor particularised in the Sponsorship Package Offer. 

  6. “Sponsor” means the individual or entity particularised in the Sponsorship Package Offer.

  7. “Sponsorship Contribution” means the fee or contribution in-kind set out in the Sponsorship Package Offer.

  8. “Sponsorship Benefits” means the sponsorship benefits specified in the Sponsorship Package Offer.

  9. “Sponsorship Location” means the primary (and if applicable, the alternate location(s) specified in the Sponsorship Package Offer) where the Sponsorship Benefit will be fulfilled.

  10. “Sponsorship Package Offer” means the written Sponsorship Package Offer agreed between the Parties.

  11. “Sponsorship Term” means the period between the commencement and end date of the sponsorship agreement as specified in the Sponsorship Package Offer.

  12. “Venue” means the person, company, organisation, or location where SPNQ is conducting the Event.

  13. “Venue Rules” means the rules issued by the Event Venue as to the form, content, and placement of promotional materials within the venue and as to the conduct and dress of persons within the Venue.

 

  1. INTERPRETATION

    1. A reference to:

  1. a party to this Agreement or to any other document or agreement, includes a successor, permitted substitute or a permitted assign of that party;

  2. conduct includes any omission, representation, statement or undertaking, whether or not in writing; and

  3. a reference to a period of time (including without limitation, a year, a month, and a day) is to a calendar period.

  1. A singular word includes the plural, and vice versa;

  2. If an example is given of anything (including a right, obligation, or concept), such as by saying it includes something else, the example does not limit the scope of that thing;

  3. Specifying anything in this document after the words including or includes or similar expressions does not limit what else might be included unless there is express wording to the contrary; and

  4. A reference to dollars or $ is to an amount in Australian currency.

 

  1. COMMENCEMENT

    1. This Agreement commences on the date the Agreement is executed by the last of the Parties.

 

  1. SPONSORSHIP CONTRIBUTION

    1. The Sponsor must provide the Sponsorship Contribution:

  1. as to the sum(s) of money and/or contributions in-kind;

  2. by the dates and times or subject to completion of the milestones or prerequisites, if any, specified in the Sponsorship Package Offer and, in all cases, where the Sponsorship Contribution is monetary;

  1. by the due date of the tax invoice issued by SPNQ; or 

  2. before the commencement of the Event,

whichever is earlier;

  1. in compliance with all applicable laws, industry standards and guidelines; and 

  2. in the manner specified in the Sponsorship Package Offer.

  1. If the Sponsorship Contribution consists in whole or in part of the supply of goods or services (‘in-kind’), the Sponsor must ensure that:

  1. all goods are supplied are new, fit for purpose for which they are supplied to SPNQ, Event attendees, participants, or other third-parties (as the case may be) and are of acceptable and merchantable quality and must match in type and quality any samples provided by the Sponsor;

  2. all services supplied are of acceptable quality, are supplied diligently, promptly and with reasonable care and are of such quality as befits the Event; and

  3. all goods and services supplied comply with all applicable laws, industry codes and guidelines.

  1. Except as expressly provided to the contrary in the Sponsorship Package Offer, this Agreement and the sponsorship are not exclusive to the Sponsor in any respect and SPNQ may engage other sponsors, including sponsors whose products or services may compete with those of the Sponsor.       

 

  1. SPONSORSHIP BENEFITS AND OBLIGATIONS

    1. In consideration of the payment of the Sponsorship Fee by the Sponsor, the Sponsor shall receive the Sponsorship Benefits specified in the Sponsorship Package Offer.

    2. The Sponsor will always act in a manner which is consistent with the good name, good will, and reputation of SPNQ.

    3. If the Sponsor does not comply with this Agreement in any respect, including if the Sponsor does not provide the Sponsorship Contribution in accordance with SPNQ’s terms, SPNQ may suspend provision of the Sponsorship Benefits until the Sponsorship Contribution is supplied as provided in this Agreement – the exercise of this remedy is not SPNQ’s exclusive remedy, and SPNQ may exercise any other remedy available to SPNQ under this Agreement or under the law. 

    4. SPNQ is responsible for administration of the Sponsorship Package Offer.

    5. The Sponsor acknowledges and agrees that it must always comply with the Venue Rules and that provision of the Sponsorship Benefits is subject to the Venue Rules.

    6. The Sponsor acknowledges and agrees that SPNQ (or any host) has not made any binding warranty, promise, representation, or prediction concerning:

  1. the number and types of the businesses, products or services that will sponsor the Event or promote their products or services at the Event;

  2. the number of persons who shall attend the Event, their seniority or status, or the nature of the businesses they may represent and/or

  3. the number of value of sales leads that the Sponsor may obtain because of the Sponsor’s sponsorship. 

  1. Any predictions SPNQ or a host may make or have made concerning the Event, or information or statistics that SPNQ or the host may provide or have provided concerning previous events are/were provided in good faith, but they are not binding upon SPNQ – the Sponsor acknowledges and agrees that the Sponsor has not relied, and does not intend to rely, on such predictions, statistics, or information to determine whether to enter into this Agreement.

  2. The Sponsor acknowledges and agrees that the Event is subject to variation and that neither SPNQ nor any host makes, or has made, any binding warranty, promise or representation that:

  1. the Event will proceed on the date(s) or at the venue proposed in the Sponsorship Package Offer, or at all; and/or

  2. the Event programme will proceed as advertised or that the speakers, entertainers, or other participants will be as advertised.

  1. The Sponsor agrees to provide SPNQ with any information requested in accordance with this Agreement in a reasonable timeframe and further agrees that SPNQ is not liable to the Sponsor for any delay in or failure to provide Sponsorship Benefits if the Sponsor does not provide the information requested. 

  2. The Sponsor warrants that all information and materials provided to SPNQ are accurate, not misleading, or deceptive, comply with all applicable laws and that they do not defame any person or infringe the Intellectual Property or other legal rights of any person or entity.

  3. Unless the Sponsor advises otherwise in writing, SPNQ may refer to the Sponsor as a sponsor of SPNQ in accordance with the Sponsorship Package Offer.

  4. The Parties must keep confidential and not use for any other purpose any Confidential Information provided by one party to the other which is identified as, or by its nature is or would reasonably be considered Confidential Information.

  5. Nothing in this Agreement creates any relationship of employment, agency, or partnership.

  6. Neither of the Parties may assign or novate this Agreement without the prior written consent of the other party.

  7. This Agreement:

  1. contains the entire Agreement and may only be varied in writing;

  2. may be executed in any number of legally signed counterparts all of which taken together constitute one instrument; and

  3. is governed by the law of Queensland.

  1. A waiver of an obligation by either of the Parties is not a waiver of any other obligation.  

 

  1. CANCELLATION, POSTPONEMENT OR VARIATION OF AN EVENT

    1. The Sponsor acknowledges and agrees that the Event may be cancelled, postponed, or varied for many different reasons, including but not limited to circumstances beyond the control of SPNQ or a Venue host.

    2. The Sponsor agrees that SPNQ has no liability to the Sponsor for any losses, damage, liability, or claim caused directly or indirectly by the cancellation, postponement, or variation of the Event for any reason whatsoever.

    3. Where an Event is cancelled (not postponed, brought forward, or otherwise varied):

  1. SPNQ must promptly notify the Sponsor;

  2. if the Sponsorship Contribution consists of goods in-kind that are not perishable and can be returned to the Sponsor and the Sponsor notifies SPNQ that the Sponsor desires the return of the goods, SPNQ will allow the Sponsor to collect the goods that have been delivered – in that event, SPNQ will have no further obligations under this Agreement; and

  3. if the Sponsorship Contribution consists of money that has been received by SPNQ, perishable goods delivered that cannot be returned, or services that have been rendered, the Sponsor will receive either a full refund of such money or the reasonable agreed value of such goods or services.

  1. Where an Event is varied (for example a change of date, speakers, or entertainment etc):

  1. SPNQ will take all reasonable steps to advise the Sponsor;

  2. the Sponsor may elect to continue with the varied terms of the Agreement, or the Sponsor may elect to terminate the Agreement in accordance with the terms of this Agreement.

 

  1. GST

    1. All payment for a supply under this Agreement or referred to in the Sponsorship Package Offer is calculated excluding GST unless the contrary is clear.  

    2. If the Sponsorship Contribution consists of the supply of goods or services in-kind, the Parties will apply the Australian Taxation Office’s published Practical Compliance Guideline and agree that, in accordance with that Guideline, no tax invoices need to be swapped.

    3. Sponsorship Contributions and other monies payable under this Agreement are expressed in the Sponsorship Package Offer at the rate prevailing at the time of execution.  If the GST rate is subsequently varied at any time before payment is made under this Agreement, the Sponsor agrees to pay GST on the relevant taxable supply at the varied rate and that SPNQ may reissue, or separately issue any invoice submitted to the Sponsor to include or recover GST at the varied rate.

 

  1. USE OF LOGO AND INTELLECTUAL PROPERTY RIGHTS

    1. The Sponsor will provide SPNQ with a copy of its logo or trademark in the form required by SPNQ for the purposes of this Agreement.

    2. By providing SPNQ with its Intellectual Property, the Sponsor grants SPNQ a fee-free non-transferable licence to use the Sponsor’s Intellectual Property for the sole purpose of providing the Sponsorship Benefits and otherwise in performing its obligations or exercising its rights under this Agreement.  

    3. SPNQ will only use any logo or trademark provided by the Sponsor for the purposes of this Agreement, unless otherwise authorised to do so. 

    4. The Sponsor (and/or the Sponsor’s representative that executes the Agreement) warrants that it has full power and authority to provide its logo or trademark to SPNQ under this Agreement.

    5. The Sponsor (and/or the Sponsor’s representative that executes the Agreement) agrees to indemnify and keep indemnified SPNQ against any claims, actions, liabilities, losses, demands, suits, proceedings, damages, expenses, or costs arising out of or in respect of the proper use by SPNQ of the Sponsor’s logo or trademark under this Agreement, including but not limited to any claims in respect of any infringement of any third-party intellectual property rights.

    6. Nothing in this Agreement constitutes a grant to, or creates a proprietary right in favour of, the other party’s intellectual property, including but not limited to the other party’s logo or trademarks.

    7. Each of the Parties agrees not to take any action which may damage the validity or value of the other party’s name, logo, or other identifying mark in connection with performance of the Agreement. 

 

  1. TERMINATION OF AGREEMENT

    1. The Sponsor may cancel sponsorship at any time for any reason by written notice to SPNQ.  In these circumstances, the Sponsor acknowledges and agrees that any request for a refund of the Sponsorship Contribution by the Sponsor will be negotiated between the Parties and that the quantum of any agreed refund will be based on a pro rata basis of the Sponsorship Contribution and any outstanding Sponsorship Benefits.  

    2. Either of the Parties may terminate this Agreement if:

  1. the other party commits a breach of any provision of this Agreement and such breach is not rectified within 7 days after receipt of written notice from the party requiring the breach to be remedied;

  2. one party commits any act or behaves in a manner, which in reasonable opinion of the other party, is not capable of rectification or brings the other party (or the Venue) into disrepute; or

  3. one party becomes or threatens to become, or in the reasonable opinion of the other party is in jeopardy of becoming, subject to any form of insolvency administration.

  1. On termination of this Agreement: 

  1. for default, a party may exercise its right to claim damages from the defaulting party;

  2. the Sponsor must cease referring to itself as a sponsor of SPNQ;

  3. SPNQ, to the extent it is practicable to do so, will:

  1. cease making further reference to the Sponsor as a sponsor; and

  2. delete or destroy all information, promotional and other materials in SPNQ’s possession that contain such reference;

  1. each party must cease making further use of the Intellectual Property of the other party; and

  2. for any reason, such termination is without prejudice to all rights and remedies which had accrued to the benefit of the Parties to the date of termination. 

 

  1. LIABILITY AND LIMITATION OF LIABILITY

    1. SPNQ’s total aggregate liability and the limit of SPNQ’s liability for breach of this Agreement, for negligence or other tort and any other cause of action, will not exceed the sum being the equivalent of the total of the Sponsorship Contribution.

    2. The term ‘liability’ means responsibility arising in contract, in tort or in equity and whether the conduct giving rise to such liability was wilful, negligent, or otherwise, whether such liability arose in Queensland, or in another jurisdiction, and for any loss (including personal injury), damage or expense (including legal costs and disbursements). 

    3. Where SPNQ’s liability arises in connection with the supply of services under statute (including but not limited to the Competition and Consumer Act 2010 (Cth)), then to the extent permissible by law, SPNQ’s liability is limited (in SPNQ’s opinion), in aggregate, to supplying those services or the Sponsorship Benefits again, or the cost of supplying those services or the Sponsorship Benefits again. 

    4. The Sponsor acknowledges and agrees that the Sponsor’s breach of the Venue Rules may cause SPNQ to be in breach of contractual obligations and that any loss or liability SPNQ incurs to the Venue operator (or any other third party), as a direct or indirect consequence of any negligence or breach by the Sponsor, is reasonably foreseeable loss recoverable by SPNQ from the Sponsor. 

    5. The Sponsor agrees to indemnify and hereby releases SPNQ from and against all claims, actions, demands, losses, liability, cost, or expenses sustained by SPNQ caused in whole or in part by an adverse act or omission by the Sponsor in connection with this Agreement, negligence or another tort, a breach of Venue Rules, and/or a breach of any other legal duty or obligation.  

 

  1. NOTICES

    1. Notices must be in writing and may be sent by post or email to the contacts specified in the Sponsorship Package Offer, or as otherwise governed by law, regulation, or procedural rules.

 

  1. FURTHER ASSURANCE

    1. The Parties agree to take all steps, execute all documents and to do everything reasonably required by another party to give effect to the intent of this Agreement and to the intent of any of the transactions contemplated by this Agreement.