Effective from 25 August 2022

Background

(a) The business of Motor Culture Australia Pty Ltd (“MCA”) is conducted by way of events and a membership offering. The service includes an online platform offering members exclusive access to unique resources and partner offers. These resources and offers are made available through our digital and physical channels, including but not limited to our Website, events, the MCA Platform, Social Media, Email,  and Virtual, Lifelong, or Event Only partners directly (“Exhibitors”).

(b)These terms and conditions (“Event Exhibitor Terms”) govern the event exhibitor agreement with MCA and your ability to be present at an MCA event, use MCA branding, access MCA resources and manage MCA Intellectual Property. Once accepted by you (at the earlier of when you sign MCA’s relevant registration form, paper-based agreement, or by accepting the Terms online on the Website) 

These exhibitor Terms are to be read and interpreted together with the Privacy Policy, Partner Terms & Conditions and any/all other policies and documents referred to in these Terms as well as any registration form, Exhibitor Agreement or other written agreement, constitute a formal agreement between you and MCA (“Agreement“). 

By becoming an Event Exhibitor you become an MCA Partner, governed by the Partner Terms & Conditions. The Start Date of these Terms being applicable are outlined in your Agreement. 

PARTICIPATION AND BOOKINGS

1. Participation in the Event by the Exhibitor is subject to:

1. the acceptance of the Exhibitor by the Organiser at its complete discretion;
2. the Exhibitor completing the booking and registration process; and
3. the acceptance by the Exhibitor of the Terms and Conditions current at the time of its Booking to exhibit.

Acceptance will be expressly confirmed in writing by the Organiser with a signed Agreement. The Exhibitor will receive a copy of this  to sign via email which will include the Terms and Conditions applicable.

1. An Exhibitor’s Booking cannot be transferred, shared with or on-sold to another organisation.
2. The Exhibitor agrees to staff and continuously keep the Exhibitor’s stand open throughout the course of the Event

PAYMENT OF FEES

1. On confirmation of the Booking, the Organiser will issue an invoice to the Exhibitor for the Fee. If the Exhibitor fails to make full payment of the Fee by the due date on the invoice, the Organiser reserves the right to make the stand space available to other exhibitors. The Exhibitor must not occupy stand space at the Event until all Fees owing to the Organiser have been fully paid.
2. Following acceptance of the Booking and receipt of the Fee, the Organiser will issue the Exhibitor an allocated area to set up its stand at the Event. The location of the stand will be at the Organiser’s sole discretion.
3. The Exhibitor acknowledges that Fee Inclusions will be as set out in the booking form for the Exhibitor’s Booking.

CANCELLATION BY EXHIBITOR

1. An Exhibitor may cancel its Booking and receive a refund of 30% of the Fee paid, subject to providing written notice of the cancellation to the Organiser by no later than the Final Cancellation Date. No refunds will be provided for cancellations made by an Exhibitor after the Final Cancellation Date for any reason.

CANCELLATION BY ORGANISER

1. Exhibitors acknowledge and agree that a large percentage of the costs of the Event have been paid by the Organiser and may not be recoverable by or creditable to the Organiser in the event of cancellation of the Event for any unforeseen reason including a Force Majeure Event. 
2. In the event of the cancellation of the Event by the Organiser for any reason including a Force Majeure Event, the Organiser will provide a relevant credit or refund to the Exhibitor at the organisers discretion.
3. In the event that the organisers have to cancel. The organisers reserve the right to postpone or amend the stated dates of this exhibition.

YOUR STAND

1. The Exhibitor agrees to the Organiser sharing its submitted contact details with the Official Stand Contractor for the purposes of confirming the erection/signage and other requirements for their standard stand at the Event.

EXHIBITOR OBLIGATIONS AND CONDUCT DURING Event

1. The Exhibitor must not cause any obstruction to other exhibitors or public space at the venue, or modify their stand and/or floor, or set up machinery or structures on their stand without prior consultation with and approval from the Organiser. This includes, but is not limited to, the installation of coffee machines, popcorn machines or other food preparation devices.
2. Exhibitors wishing to distribute any type of food or beverage item from their stand must seek approval from the Organiser. The Organiser takes no responsibility for allergic reactions, sickness, injury or death resulting from any food or beverages distributed by Exhibitors to attendees.
3. Exhibitors must not bring into or use in the Event venue any flame, explosive, fuel, ammunition, firearm, chemical, acetylene gas, pressure tanks, volatile, explosive or dangerous oils, compounds, liquids or substances, inflatable items (including balloons, helium or otherwise), aerosol cans or any items deemed hazardous by the Organiser. This includes, but is not limited to, electric drills or cutting tools, knives or any other sharp implements. The Organiser reserves the right to take the appropriate action if any of these items are brought to or used in the Event venue including, but not limited to, the removal or destruction of the items. It is the Exhibitor’s responsibility to ensure that any items it brings into the Event are not hazardous and should consult the Organiser if there is any doubt.
4. The Exhibitor must ensure that its activities, furniture, promotional material and signage do not interfere with the good order and safety of the Event or with any other exhibitor. Furniture and promotional material must be contained within the space allocated to the Exhibitor. Aisles and public spaces must be kept clear. The Organiser reserves the right to take the appropriate action to enforce this requirement including, but not limited to, the removal of any signage, furniture or promotional materials.
5. The Exhibitor is responsible for the safety and security of its products and stand. Material on its stand must not be left unattended at any time during the Event or during bump in or bump out. Goods are left on the Exhibitor’s stand and/or Exhibitor storage area at the Exhibitor’s own risk.
6. The Exhibitor must confine its activities to the space allotted to it by the Organiser. The Exhibitor is not permitted to distribute promotional material or promote its organisation anywhere other than from its own stand. This includes venue aisles and external areas of the Event venue. The Organiser reserves the right to take the appropriate action to enforce this requirement.
7. The Exhibitor must not pack up its stand partially or totally before closing time on the last day of the Event. 
8. No stand sharing, sub-letting or co-branding of stands is permitted.
9. The Exhibitor is only permitted to exhibit its own products or services at the Event.
10.  It is the responsibility of the Exhibitor to leave the stand space clean and tidy during the Event and on bumping out. The Organiser reserves the right to charge an additional fee to the Exhibitor for the reasonable costs of any cleaning or removal of items left by the Exhibitor. The exhibitor will be liable for any damage to walls, floors or equipment of the building the event is being held or any of the organisers material or equipment.
11. The Exhibitor must comply with all relevant occupational health and safety requirements and venue guidelines affecting its participation in the Event.
12. Except as stated herein, the organisers make no representations, conditions or warranties in relation to the exhibition. Under no circumstance shall the organisers be liable in contract for any indirect, special or consequential damages caused by or arising out of the exhibition or cancellation of the exhibition, and the exhibitor shall indemnify and keep indemnified the organisers against all costs, damages, claims or proceedings whatsoever in respect thereof.
13.  The organisers shall not be under any responsibility or liability whatsoever for damages to exhibit by loss, damage, fire, water, storms, strikes, riots or any other cause whatsoever.
14. The exhibitor will be liable for any damage to walls, floors or equipment of the building the event is being held or any of the organisers material or equipment.
15. The Exhibitor is responsible to ensure all power boards, power cords, power extension cords, power extension boards have been tested and tagged by a qualified electrician.
16. Exhibitors should be aware that an assertive and aggressive marketing campaign will be implemented for each event to ensure the success of the event. Subsequently, no responsibility will be accepted by Motor Culture Australia for the lack of attendance or loss of profit to any Exhibitor.
17. The Organiser reserves the right to refuse admission or eject the Exhibitor or its representatives from the Event due (but not limited) to:
    1. failure to comply with these terms and conditions; or
    2. representing a security risk, nuisance or in any way interfering with the operation or integrity of the Event.
18.  Exhibitors shall comply with all State and Commonwealth legal requirements as well as any rules of the venue.

INSURANCE

1. The Exhibitor shall affect public liability insurance of at least $10 million for the Exhibitor’s stand covering loss from public risk, fire and theft with the Organiser’s interest under this clause noted on the policy, and the Exhibitor will produce the certificate of currency and the policy relating thereto on demand by the Organiser.

CHANGES TO Event

1. The Organiser reserves the right to change the venue for the Event, to close the Event or vary its hours, or to vary or add to the format of the Event (including holding an online event) as is necessary or required by law, and to the extent permitted by law will not be liable for any loss to the Exhibitor arising from such a change.
2.  The Organiser reserves the right to determine, amend or alter the location of the Exhibitor’s stand and the Exhibitor undertakes to agree to such.

LIMITATION OF LIABILITY AND INDEMNITY

1. To the maximum extent permitted by law, but subject to any negligent act or omission of the Organiser, the Exhibitor releases the Organiser from any claim or liability arising (whether directly or indirectly) out of or in connection with;
   1. any loss or damage (including any consequential loss) to the Exhibitor arising out of the Exhibitor’s participation in the Event;
   2. the Exhibitor’s use of MCA IP;
   3. a Force Majeure Event.
2. Subject to any negligent act or omission of the Organiser, the Exhibitor indemnifies and holds harmless the Organiser from any claim, cost, demand, liability or damage (including legal costs, professional costs and other expenses on an indemnity basis) incurred by the Organiser arising out of or in connection with (but not limited to);
   1. any breach of these terms and conditions by the Exhibitor;
   2. the Exhibitor’s attendance at the Event;
   3. the Exhibitor’s use of MCA IP;
   4. any damage, loss, injury or death to or of a person or property due to any negligent act or omission of the Exhibitor;
   5. any damage to the Event venue; or
   6. any loss or damage the Organiser suffers due to any negligent act or omission of the Exhibitor.
3.  In the event that any additional provisions are implied into these terms and conditions by the Competition and Consumer Act 2010 or any other law or regulation in force throughout Australia from time to time, to the extent permitted by law, the Organiser’s liability will be limited to the remedies required of the Organiser under the applicable law or regulation.

CHANGES TO TERMS AND CONDITIONS

1. The Organiser reserves the right to amend the terms and conditions from time to time but will not amend the terms and conditions that were signed by the Exhibitor at the time of their Booking unless agreed in writing by both parties.
2.  If a provision (or part of it) of these terms and conditions is held to be unenforceable or invalid, then to the extent possible the provision will be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by the applicable law.

GOVERNING LAW

1.  These terms and conditions are governed by the Applicable Jurisdiction and Applicable Law. 

DEFINITIONS

1. In these terms:

Agreement has the meaning in clause 1(a).

Applicable Jurisdiction means:

(a)   the State of Queensland, Australia, if the Partner is located in any other country.

Applicable Law means:

(a) any applicable local, state, federal, or international law, statute, regulation, rule or ordinance; and

(b) any Approval, including any condition or requirement attaching to an Approval.

Affiliate means: any “associated entity” (as that phrase is defined in section 50AAA of the Corporations Act 2001 (Cth)).

Approval means certificate, licence, consent, permit, approval, or other requirement of any Authority having jurisdiction in connection with the activities contemplated by these Terms.

Authority means any government, semi-governmental, statutory, administrative, fiscal or judicial body, department, commission, authority or tribunal.

Booking means a booking to exhibit at the Event.

Bump In means the time that Exhibitors set up their stands at the Event. 

Business Day means a day (other than a Saturday, Sunday, or public holiday) when banks in the Applicable Jurisdiction are open for business. 

Claim means any claim, proceeding, cause of action, action, demand, or suit (including by way of contribution or indemnity).

Confidential Information of a Disclosing Party means the following information, regardless of its form and whether the Receiving Party becomes aware of it before or after the date of this Partner Agreement:

(a)  information that is by its nature confidential;

(b)  information that is designated by the Disclosing Party as confidential; and

(c) information that is received or developed by the partner during the Term, which relates to processes, equipment and techniques used by MCA in the course of the MCA’s business, including but not limited to all information, data, drawings, specifications, documentation, source or object code, designs, construction, workings, functions, features and performance notes, techniques, concepts not reduced to material form, agreements with third parties, schematics and proposals and intentions, technical data and marketing information such as customer lists, financial information and business plans; and

(d) information the Receiving Party knows, or ought to know, is confidential,

but excludes information that:

(e) the Receiving Party creates (whether alone or jointly with any third person) independently of the Disclosing Party; or

(f) is public knowledge (otherwise than as a result of a breach of confidentiality by the Receiving Party or any of its permitted disclosees).

For the avoidance of doubt, this Partner Agreement and all information supplied by MCA to you in relation to MCA finances and affairs, advertising space(s), contracts, pricing, and methods of business is confidential.

Customer means any person (who may be a Member) who orders, purchases, applies for, commences, initiates a trial, test, or other preliminary use of, or otherwise uses the memberships, event access or any other materials, software, products, or services provided by MCA.

Disclosing Party means a party who discloses or makes available Confidential Information to the Receiving Party or whose Confidential Information otherwise becomes known to the Receiving Party.

‘Event’ shall mean any event run by Motor Culture Australia or subsidiary entities, i.e. Cars & Culture. 

Exhibitor includes the Exhibitor’s employees, agents and contractors.

Fee means the fee payable by the Exhibitor to the Organiser to exhibit at the Event.

Fee Inclusions means what is included in your partner or exhibitor agreement to be read in conjunction with any other associated Terms & Conditions. 

“Force Majeure Event” means anything affecting a party outside of that party’s reasonable control, including but not limited to fire, storm or other extreme weather event, flood, earthquake, epidemic, COVID-19, war, invasion, terrorism, civil commotion, blockade or embargo, labour dispute, labour shortage, failure or delay in transportation or supply, or any law, order, proclamation, regulation, ordinance, demand, requisition or requirement or any other act of any government authority.

GST means goods and services tax or value added tax or other equivalent indirect tax.

Initial Term means a period specified from the Start Date.

Intellectual Property Rights means all intellectual property rights, including the following rights:

(a) patents, copyright, rights in circuit layouts, designs, trade and service marks (including goodwill in those marks), domain names and trade names and any right to have confidential information kept confidential;

(b) any application or right to apply for registration of any of the rights referred to in paragraph (a); and

(c) all rights of a similar nature to any of the rights in paragraphs (a) and (b) that may subsist anywhere in the world (including the Applicable Jurisdiction),

regardless of the form and whether or not such rights are registered or capable of being registered.

Law means:

(a) any applicable local, state, federal, or international law, statute, regulation, rule or ordinance; and

(b) any Approval, including any condition or requirement attaching to an Approval.

Loss means any cost (including legal costs on a solicitor and own third party basis, whether incurred by or awarded against the relevant party), expense, loss, damage, charge or liability whether direct, indirect or consequential (including pure economic loss), present or future, ascertained, unascertained, actual, prospective or contingent, and including any such cost, expense, loss, damage, charge or liability that is incurred in connection with a Claim, including the defence or settlement of that Claim.

Materials means the artwork, logos, trade names, trademarks, and other branding (whether registered or unregistered) of the Partners or Organisers.

MCA IP means the Intellectual Property:

(a)   in MCA Materials;

(b)   in the MCA Marks;

(c)   existing prior to the Commencement Date (including the Content Hub) and all modifications, enhancements, derivations or updates to it; and

(d) information that is received or developed by the partner during the Term, which relates to processes, equipment and techniques used by MCA in the course of the MCA’s business, including but not limited to all information, data, drawings, specifications, documentation, source or object code, designs, construction, workings, functions, features and performance notes, techniques, concepts not reduced to material form, agreements with third parties, schematics and proposals and intentions, technical data and marketing information such as customer lists, financial information and business plans.

MCA Marks means the artwork, logos, trade names, trademarks, and other branding (whether registered or unregistered) of MCA.

MCA Materials means documents, information, and materials, including marketing materials, produced by MCA and provided to you for the purposes of this Partner Agreement or used by MCA in performing its obligations under this Partner Agreement.

MCA Policies means any documentation and policies provided to you by MCA, as amended or varied from time to time.

Mediation Method  means:

1. through the Australian Centre for International Commercial Arbitration (“ACICA”) in accordance with its rules for mediation.

Member means a member of the MCA Community, giveaway platform, or any other materials, software, products, or services provided by MCA. 

‘Organisers’ shall mean Motor Culture Australia and its employees, or any person designated by MCA to represent them. 

Partner (or ‘you’ or ‘your’) means you, as the provider of partner services specified in the Partner Agreement to MCA pursuant to this Partner Agreement.

Partner IP means any artwork, logos, trade names, trademarks, and other branding (whether registered or unregistered) of the Partner. 

Partner Cover Agreement means a document that sets out details and terms regarding the provision of Services by the Referrer to MCA.   

Personal Information means information or an opinion about an identified individual, or an individual who is reasonably identifiable:

(a) whether the information or opinion is true or not; and

(b) whether the information or opinion is recorded in a material form or not.

Privacy Laws means all applicable laws, regulations, and regulatory guidance in force from time to time relating to or impacting privacy or the protection of Personal Information, privacy or data protection, including all national implementation legislation thereof in the relevant jurisdictions, including any laws that modify or replace any of the foregoing, including without limitation, to the extent applicable, the Privacy Act 1988 (Cth) and the Australian Privacy Principles in that Act, and The General Data Protection Regulation (GDPR) (EU) 2016/679.

Privacy Policy means MCA’s privacy policy, as amended from time to time.

Receiving Party means a party who obtains or otherwise becomes aware of Confidential Information of the other party.

Services means the marketing to, and referral of, Customers by you in accordance with the terms of this Partner Agreement.

Start Date has the meaning given to it in the agreement. 

Tax means:

(a) all taxes, including but not limited to any GST, levied, imposed, or assessed under any statute, ordinance, decree, regulation, order, or Law in the Applicable Jurisdiction or elsewhere; and

(b) any additional tax, interest, penalty, charge, fee, or other amount of any kind assessed, charged, or imposed in relation to the late or short payment of any tax or the failure to file any return.

Term means the Initial Term plus any Option(s) as exercised by MCA in accordance with the terms of this exhibitor Agreement.

‘Venue’ shall mean any location under the control of the Organisers for the purposes and duration of the Event. 

Website means MCA’s website at www.motorcultureaustralia.com