Manly Wharf Events
Booking TERMS & CONDITIONS

BACKGROUND:

A. We own and/or operate the Venue.

B. You wish to hold the Event at the Venue and to engage Us to provide You with access to the Venue and the related Services as set out in this Agreement.

OPERATIVE PROVISIONS:

1. Definitions

1.1. In this Agreement, unless the context otherwise requires:

  • Access Period – The period(s) during which You and Your Subcontractors are permitted to have access to the Venue or the Designated Area as specified in the Schedule.

  • Agreement – This document and its Schedule and annexures, if any, as varied from time to time.

  • Audio-Visual Service (and “A/V Services”) – Audio visual services and facilities, if any, specified in the Schedule.

  • Business Day – Monday to Friday from 0900 to 1700 excluding any public holidays.

  • Cancellation Fee – The fee payable by You if You cancel an Event as set out in the Schedule.

  • Claim – A claim or legal action commenced for any reason and based on any cause of action.

  • Cleaning Cost – The cost to Us of additional cleaning of the Venue where We reasonably consider it to be in excess of normal cleaning requirements for an event the type and size of Your Event.

  • Confidential Information – Information of a party. Whether marked confidential or secret or not, which the receiving party knows or ought reasonably to know to be confidential, secret or sensitive.

  • Core Services – The provision of the Venue to You, the supply of Food and Beverage Supplies, IT Services and Security Services.

  • Designated Area – The area or areas within the Venue described in the Schedule and/or shown in the map annexed to this Agreement and marked “A”.

  • Downsize Fee – The Fee You must pay Us if You use a Venue or Designated Area smaller than that set out in the Schedule, as specified in the Schedule.

  • Estimated Fees – mean the estimated fees as set out in the Schedule.

  • Estimated Final Number – means the estimated Final Number, as notified by You under clause 6.2(a).

  • Event – The event that You wish to conduct as described in the Schedule.

  • Event Date – The date(s) and times on which the Event is to be held, as set out in the Schedule.

  • Expense – The expenses We incur and which You must reimburse, if any, as set out in the Schedule.

  • Extension Fee – The Fee You must pay for extended access to and use of the Venue either before or after the Access Period, as specified in the Schedule.

  • Fees – All fees payable to Us under this Agreement.

  • Final Numbers – The final number of Guests that You anticipate will attend the Event, as notified by the You under Clause 6.

  • Food and Beverage Supplies – Food and beverage, if any, that We supplied to You and Your Guests, if any, as set out in the Schedule.

  • Force Majeure Events - means the term as defined in clause 16.

  • Guest – A person attending the Event, including Subcontractors.

  • GST – Goods and services tax imposed on any taxable supply made under this Agreement.

  • Health and Safety Matters – Matters relating to the health and safety of all persons to whom We and/or You may have a duty under any applicable law including work, health and safety legislation.

  • Hire Fee – Means Our fee for Your hiring of the Venue/Designated Area.

  • Insolvency Event – If a party enters into any other form of administration in insolvency, including but not limited to bankruptcy, liquidation, provisional liquidation, receivership or voluntary administration, or if it ceases to pay its debts as they fall due, or makes an arrangement or compromise with its creditors.

  • Intellectual Property – All forms of intellectual property throughout the world including patents, trade marks (whether registered or unregistered) and copyright.

  • IT Services – Internet connection and other services of an IT nature that We supply, as set out in the Schedule.

  • Law - includes any requirement of any statute, rule, regulation, proclamation, order, ordinance or by-law whether Commonwealth, state, territorial or local.

  • Maximum Number – The maximum number of Guests permitted at the Designated Area, as set out in the Schedule.

  • Minimum Contracted Guest – The minimum number of Guests contracted, as specified in the Schedule.

  • Minimum Food and Beverage Fee – The minimum amount payable by You for Food and Beverage Supplies and related Services, as specified in the Schedule.

  • Operations Directive – A document, so titled, that We issue to You at any time prior to the Event directing You, Your Guests or Subcontractors to do or refrain from doing something or to conduct themselves in a particular manner.

  • Overstay  - means the term as defined in clause 5.7.

  • Precinct – The Manly Wharf Precinct and all Venues contained within.

  • Redevelopment – The undertaking of works for development of the Precinct (or parts of it) and surrounding areas proximate to any venue in the Precinct, including the refurbishment, demolition or reconstruction of the Venue or other venues within the Precinct.

  • Related Services – Audio Visual Supplies, Staging Services and any other services and supplies as are set out in the Schedule, if any.

  • Remaining Property – means the term as defined in clause 5.8.

  • Schedule – The schedule to this Agreement.

  • Security Services – Services, if any, We provide for security in and about the Venue at the Event, as specified in the Schedule.

  • Services – All services We supply to You including hiring the Venue/Designated Area to You, the Core Services, the Related Services and any other services We provide.

  • Staging Services – Decoration and staging for the Event.

  • Subcontractor – A third party You engage to supply goods or services for or at the Event.

  • Total Estimated Fee – mean the total estimated Fee as set out in the Schedule.

  • TSR – Our Technical Services Representative, to be present when a Subcontractor engaged by You to provide audio/visual services is present at the Venue.

  • TSR Fee – The fee set out in the Schedule for Our provision of the TSR, if applicable.

  • Venue – The venue specified in the Schedule, or such other venue to which We provide You with access for the Event.

1.2. References to the singular includes the plural, and reference to a gender includes all other genders.

1.3. References to $ or dollars are references to Australian dollars unless otherwise specified.

1.4. Reference to a person includes a corporation, a body corporate and an unincorporated association and vice versa.

1.5. Every phrase, sentence, paragraph and clause in this Agreement is severable the one from the other despite the manner in which they may be linked together or grouped grammatically and if any phrase, sentence, paragraph or clause is found to be defective or unenforceable for any reason whatsoever the remaining phrases, sentences, paragraphs or clauses as the case may be, are of full force and effect.

1.6. The expressions “including” and “includes” are not exhaustive, do not prevent the inclusion of other things and do not limit the application or generality of preceding provisions.

2. Application of this document

2.1. The Agreement between You and Us consists of this document, its Schedule, any annexure to this document and any Operations Directive We issue. In the case of any inconsistency between them, the terms and conditions of this document prevail. These documents are the entire agreement between You and Us and neither of us may rely on any prior communications.

3. Hirer as principal or agent

3.1. You may enter into this Agreement either as a principal or as agent for Your client/customer if so specified in the Schedule. If the Schedule does not specify that You are entering into this Agreement as an agent or does not specify the identity of Your principal, You agree that You are bound by this Agreement in Your own name, as a principal.

3.2. If You do enter into this Agreement as an agent for a specified third party, You warrant in your personal capacity that You have that third party’s authority to do so and to commit that third party to the payment of all Fees, Expenses and other monies payable to Us under this Agreement. You must promptly provide Us with satisfactory, written evidence of Your authority if We request.

4. Supply of the Services

4.1. We will supply You with the Services in accordance with this Agreement.

5. Access to the Venue/Designated Area

5.1. We will give You and Your permitted Subcontractors a licence to access to the Designated Area for the purpose of conducting the Event.

5.2. You agree that Your licence to access the Designated Area/Venue is exclusive during the Access Period, subject to Our rights of entry and inspection, including but not limited to the rights set out in clause 5.6. You agree that We may license third parties to use other parts of the Precinct concurrently with the Event and the Access Period.

5.3. You must not sub-license your rights to use the Designated Area to any third party.

5.4. Access to the Designated Area is limited to the Access Period. We may, in Our discretion, if You request, allow access outside the Access Period, subject to payment of the Extension Fee.

5.5. You must (and must ensure that Guests and Subcontractors) vacate and remove all property brought onto the Venue before the end of the Access Period.

5.6. You agree that We and Our employees, agents and contractors retain unrestricted access to all parts of the Venue at all times, including during the Access Period and the Event.

5.7. If You or Your Guests or approved Subcontractors remain at the Venue past the expiry of the Access Period (Overstay), You must pay Us a sum comprising the aggregate of:

  • (a) the equivalent of the Extension Fee that We would ordinarily charge for an extension of the duration of the Overstay; and

  • (b) all reasonable costs and expenses incurred by Us as a consequence of the Overstay, including any financial loss incurred if We are unable to give access to the Venue/Designated Area to any third party and the costs of removing and storing property as provided in clause 5.8.

5.8. Subject to clause 5.9, if property of You, any Guest or Subcontractor remains at the Venue after the Access Period (Remaining Property) We may remove such Remaining Property from the Venue and store it at our convenience.

5.9. You must reimburse Us any reasonable costs We incur in moving and/or storing Remaining Property. We will notify You of any such Remaining Property. You are responsible for notifying any Guest or Subcontractor if such Remaining Property belongs to them. We will release Remaining Property upon receipt of reasonable evidence of identity and ownership, subject to Your prior payment to Us of the sum We invoice You for reimbursement of Our removal and storage costs.

5.10. You acknowledge and agree that, while Your hire of the Venue is exclusive to the Designated Area as described in this Agreement, surrounding public spaces within the Precinct—including but not limited to lawns, walkways, and communal areas—remain accessible to the general public. These areas may be used by Us or third parties for regular or ad hoc events, activations, or promotional activities during the Access Period. While We will use reasonable efforts to notify You of any material scheduled activity that may coincide with Your Event, You acknowledge that such activities may occur without notice and do not constitute grounds for cancellation, refund, compensation, or any reduction in Fees.

6. Number of Guests

6.1. The number of Guests may not exceed the Maximum Number at any time.

6.2. Your estimate of the number of Guests is set out in the Schedule. You must notify Us in writing (email to Our details set out in the Schedule is permitted) of:

  • (a) the Estimated Final Number of Guests at least seven (7) Business Days before the first Event Date; and

  • (b) the Final Number (confirmed) at least three (3) Business Days prior to the Event Date. No reduction of the Final Number is permitted after this time and any increase is subject to Our prior written approval (which We may grant or withhold in Our discretion) and to Your payment to Us of:

    • (i) such additional Fees for Our Services and for Food and Beverage Supplies as We may advise; and

    • (ii) a 20% surcharge (calculated as 20% of the aggregate of all Fees, including additional Fees under paragraph (i) of this clause) which is not included in Your Minimum Food and Beverage Fee.

6.3. You acknowledge and agree that Your obligations to notify Us under this clause are necessary for Our planning and resource allocation and to ensure that the Venue will be staffed and stocked appropriately.

6.4. You acknowledge that We will cater for the Final Number of guests as a minimum for the Event.

7. Cancellation and Downsizing

7.1. You may cancel Your licence to access the Venue/Designated Area (but not this Agreement) at any time and for any reason, prior to the original Event Date, if You notify Us in writing and simultaneously pay Us the applicable Cancellation Fee.

7.2. Subject to clauses 7.3 and 7.4, You may postpone Your licence to access the Venue/Designated Area on the Event Date if You notify Us in writing at least (6) six months prior to the Event Date.

7.3. If You postpone the Event and request to rebook the Event for a new date within (12) twelve months after the original Event Date, We will, subject to availability, use reasonable endeavours to rebook the Venue/ Designated Area for the new date as agreed between the parties and:

  • (a) if We are successful in rebooking the Venue / Designated Area (New Booking) by the date that is 1 month prior to the original Event Date for an amount of equal or greater value than the original Event, then Your Deposit and any payments will be transferred and applied to Your New Booking; however if the value of the New Booking is less than the value of the original Event, then You must pay Us the applicable Cancellation Fee to the extent required to compensate Us for the difference between the value of Your original Event and the New Booking; or

  • (b) if We are unsuccessful in rebooking the Venue/ Designated Area by the date that is 1 month prior to the original Event Date, then the Event will be treated as cancelled and you must pay Us the applicable Cancellation Fee within 5 Business Days of a request for payment.

7.4. If You postpone the Event and request to rebook the Event for a new date that is (12) twelve months or more after the original Event Date, the Event will be treated as cancelled and the Cancellation Fee will apply.

7.5. You may notify Us that You wish to reduce the size of the Venue or Designated Area to be used for the Event. Subject always to the availability of an alternative Venue or Designated Area and to Your meeting of the Minimum Contracted Guests and Minimum Food and Beverage Fee specified in the Schedule, We will comply with Your request. If no alternative Venue or Designated Area is available, the Event will be held at the Venue or Designated Area as specified in the Schedule.

8. Core Services and Related Services and use of Subcontractors

8.1. We will provide the following Core Services:

  • (a) the Food and Beverage Supplies; and

  • (b) the IT Services, but You may use Your own laptop computers and tablets at the Venue; and

  • (c) Security Services and CCTV, but You may engage a Subcontractor to provide additional Security Services for the Event if We approve Your Subcontractor;

8.2. We can provide A/V Services, but You may engage a Subcontractor to provide all A/V Services or additional A/V Services:

  • (a) if We approve Your Subcontractor as provided in clause 8.5;

  • (b) if You pay Us the fee set out in the Schedule of the use of Our audio-visual equipment; and

  • (c) provided that We supply a TSR and You pay Us the TSR Fee. The TSR will observe the Subcontractor’s use of Our audio-visual equipment and provide reasonable assistance as regards technical and safety issues when requested by the Subcontractor. You must ensure that Your Subcontractor complies with all reasonable directions of the TSR as regards the use of Our audio-visual equipment and its conduct at the Venue.

8.3. We can provide Staging Services, but You may engage a Subcontractor to provide all Staging Services or additional Staging Services if We approve Your Subcontractor as provided in clause 8.5.

8.4. If You wish to engage Subcontractors to provide goods and/or services in addition to Our Core Services, You may do so only with Our prior written approval, which We may grant or withhold in Our absolute discretion and, if granted, We may impose conditions of approval. You must provide Us with such information as We request.

8.5. In any case where You require Our approval of a Subcontractor for Related Services, We will not unreasonably withhold approval. We may impose conditions of approval. We may refuse to allow a Subcontractor access to a Venue if We have not approved the Subcontractor. You must provide Us with all information We request concerning proposed Subcontractors. Reasonable grounds for Us to withhold approval of a Subcontractor include that:

  • (a) the goods or services to be supplied by the Subcontractor are not suitable, desirable or safe for supply or use at the Venue;

  • (b) We reasonably consider that the relevant Subcontractor and its staff are not sufficiently qualified and experienced to provide the relevant goods or services to a reasonable standard or, in the case of a Subcontractor providing A/V Services, to use Our audio-visual equipment at the Venue; or

  • (c) We have had a previous unsatisfactory experience with the Subcontractor.

8.6. If any of Your Subcontractors have been approved by Us at the date of this Agreement, the details are specified in the Schedule.

8.7. We may outsource, to third party subcontractors, the provision of any or all Core Services and/or Related Services provided to You under this Agreement.

9. Fees and Expenses

9.1. You agree that the Total Estimated Fee (and all other sums expressed to be estimates) are the sums which We estimate, in good faith, to be payable by You under this Agreement, but which are subject to change (including increases) as provided in this Agreement.

9.2. You must:

  • (a) pay Us the Fees in the amounts, at the times and in the manner specified in the Schedule, including the Estimated Fees;

  • (b) reimburse Us all Expenses We incur, as specified in the Schedule. We may give You an invoice for an Expense at any time after We incur it. If You request, We will provide reasonable evidence of it to You; and

  • (c) if so specified in the Schedule, pay Us, in addition to all other Fees:

    • (i) a damage bond in the sum specified in the Schedule, which sum We may retain apply to remediate damage (other than fair wear and tear) caused to the Venue by You, Your Guests or Subcontractors. If applicable, the damage bond will be refunded to You if no damage is done to the Venue. The retention of a damage bond is not Our sole remedy in the event of damage to the Venue and We may exercise any other remedy available to Us under this Agreement and/or under the law; and

    • (ii) a fee to cover the cost of engaging a medical officer to be at the Venue during the Event (i.e, when Guests are present) as specified in the Schedule.

9.3. On conclusion of the Event, We will calculate the actual Fees and Expenses and if:

  • (a) the actual Fees and Expenses exceed the sum We have received up to that date, We will invoice You for the excess and You must pay that amount within seven (7) days of the date of the invoice; or

  • (b) the sum We have received up to that date exceeds the actual Fees and Expenses, We will refund You the excess within thirty (30) days of the last day of the Event;

If (as may be specified in the Schedule) You are entitled to waiver of the Hire Fee, We will take that into account in Our calculation of the actual Fees and Expenses.

9.4. If You choose to make any payment to Us from an international bank account or via an international transfer, You must ensure that all associated international transaction fees, bank charges, and currency conversion costs are borne by You. The full amount invoiced must be received by Us without any deduction or withholding for such fees.

10. GST

10.1. All consideration provided for a supply under this Agreement is calculated exclusive of GST unless the contrary is clear. If any such consideration is for the whole or any part of a taxable supply by the supplier, the amount of that consideration will be increased by an additional amount equal to the GST on that taxable supply.

11. Non-payment of Fees, GST and Expenses

11.1. If You do not pay any Fees, GST, Expenses or other monies payable to Us by the due date for payment, We may at Our sole discretion, do any one (or more) of the following:

  • (a) suspend performance of Our obligations under this Agreement;

  • (b) deny Your access to the Venue; and

  • (c) charge interest at the prevailing rate of interest quoted by Our bank on commercial overdrafts of $100,000.00, plus 2%, until the outstanding amount is paid in full.

11.2. If We exercise rights under this clause that does not prevent Us from exercising any other rights We have under this Agreement or under the law.

12. Your use of the Venue/Designated Area

12.1. You must:

  • (a) comply with any Operations Directive We may issue;

  • (b) use the Venue, Designated Area, Core Services, any Related Services and all facilities and things to which access is given, only for the purpose of conducting the Event in accordance with this Agreement;

  • (c) while at the Venue, comply with all applicable Laws required to conduct the Event;

  • (d) obtain at Your own cost and comply with all necessary permits and authorisations required to conduct the Event;

  • (e) not exceed the Maximum Number to enter the Venue without Our permission;

  • (f) not commit any act or omission in Your/their conduct of, and attendance at, the Event and in the use the Venue, Designated Area and Services, that would entitle any person to make a Claim against Us or any third party;

  • (g) not damage or destroy any part of the Venue, reasonable wear and tear excepted;

  • (h) not bring on to the Venue any thing which is dangerous, volatile, toxic, disorderly, noisome, offensive, obscene or unlawful or which may be reasonably capable of damaging the Venue or the property of any person or which may cause death, injury or illness to any person;

  • (i) not bring animals (except for guide or hearing dogs) or plants onto the Venue without Our prior written approval;

  • (j) make reasonable endeavours to avoid unnecessary soiling of or leaving unnecessary mess or rubbish at the Venue;

  • (k) not bring on to the Venue food or beverage without Our prior written consent;

  • (l) not smoke while at the Venue unless in a designated outdoor smoking area;

  • (m) not disrupt any other event or activity being conducted at the Venue, whether by Us or any other of Our clients;

  • (n) not install any equipment, displays, exhibition stands, booths or cabling without Our prior written approval;

  • (o) not remove any of Our property or property of Our contractors from the Venue;

  • (p) not use or attempt to use any facilities or equipment at the Venue, including electronic equipment, without the approval of, and supervision by, Our staff; and

  • (q) comply with directions given by Our staff from time to time, whether orally or in writing, as to the presence and conduct of persons at the Venue.

13. Safety

13.1. You must consult and co-operate with Us concerning all Health and Safety Matters and must:

  • (a) comply at all times with all applicable Laws including the Work Health and Safety Act 2011 (NSW) and associated regulations, and any analogous legislation with respect to health and safety matters;

  • (b) comply promptly with all directions given by Us and Our authorised contractors concerning Health and Safety Matters;

  • (c) co-operate with any monitoring or auditing of Health and Safety Matters conducted by Us or any person appointed by Us to do so;

  • (d) immediately report to Us any concerns that You may have concerning Health and Safety Matters;

  • (e) immediately notify Us of any allegation by any person that a person doing work has been exposed to a risk to health or safety;

  • (f) immediately notify Us if any person suffers illness, injury or death in connection with the use of or attendance at the Venue; and

  • (g) provide all such information as the Owner may request concerning the subject matter of paragraphs (a)-(f) inclusive of this subclause.

14. Limitation of Our liability

14.1. Nothing in this Agreement is an attempt to modify, limit or exclude terms or warranties which are imposed by statute which cannot be modified, limited or excluded. The whole of this clause is subject to this rule.

14.2. All representations and warranties other than those given expressly in this Agreement are excluded. You agree that You have not relied upon any other representations, discussions or communications in relation to this agreement.

14.3. To the extent permissible by law, Our liability to You for breach of this Agreement, for negligence or other tort and for breach of statutory duty or warranty is limited and We may:

  • (a) in the case where the breach of duty relates to the supply of goods, to any one or more of the following:

    • (i) the replacement of the goods or the supply of equivalent goods;

    • (ii) the repair of the goods;

    • (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or

    • (iv) the payment of the cost of having the goods repaired;

  • (b) in the case where the breach of duty relates to the supply of services, to:

    • (i) the supplying of the services again; or

    • (ii) the payment of the cost of having the services supplied again.

14.4. To the extent permissible by law, We are not liable to You for any Claim for:

  • (a) loss of profit or anticipated profit;

  • (b) loss of savings on costs, expenses or overheads;

  • (c) loss arising from any breach by You of any contract between You and any Guest, Subcontractor or other third party;

  • (d) loss of goodwill or damage to reputation;

  • (e) loss arising from business interruption; or;

  • (f) consequential or indirect loss.

14.5. You acknowledge and agree that, if You wish or intend to raise money or generate revenue at the Event, the Event is Your venture at Your risk and that We are not responsible for, and that We make no representation as to the financial success or otherwise of the Event. You must bear all financial losses arising from the Event.

15. Termination

15.1. Either party may terminate this Agreement by giving written notice (Termination Notice) to the other party, if the other party:

  • (a) is subject to an Insolvency Event;

  • (b) commits a material breach of this Agreement that cannot be rectified, or which cannot be rectified within fourteen (14) days of the date of a notice from the first-mentioned party specifying the breach or breaches; or

  • (c) commits a breach of this Agreement (other than one referred to in clause 15.1(b)) that can be rectified but is not rectified within fourteen (14) days of the date of a notice from the first-mentioned party specifying the breach or breaches and (acting reasonably) what is to be done to rectify the breach or breaches.

15.2. If We issue a Termination Notice under clause 15.1, then:

  • (a) this Agreement will immediately be at an end;

  • (b) clauses 15.7, 15.9 and 15.10 will apply; and

  • (c) the Event will be treated as cancelled and You must pay Us the applicable Cancellation Fee within 7 days of a written request from Us.

15.3. If You issue a Termination Notice under clause 15.1, then:

  • (a) this Agreement will immediately be at an end;

  • (b) clauses 15.7, 15.9 and 15.10 will apply; and

  • (c) We will refund all monies paid by You to your nominated bank account as soon as reasonably practicable.

15.4. Subject to clause 15.6, if at any time and for any reason outside of Our control (including Force Majeure Events referred to under clause 16 but excluding for reasons of “double-booking” on Our part) We are unable to provide the Venue or Designated Area to You on the Event Date, We may terminate this Agreement by written notice to You as soon as practicable after We become aware of the intervening circumstances. If we terminate the Agreement under this clause 15.4, We will refund all monies paid by You to your nominated bank account as soon as reasonably practicable.

15.5. Subject to clause 15.6, if at any time prior (but not less than 2 months prior) to the Event Date, We in Our absolute discretion (but acting reasonably), elect or are required to close the Venue or Designated Area for Redevelopment purposes, We may terminate this Agreement by written notice to You. If we terminate the Agreement under this clause 15.5, We will refund all monies paid by You to Your nominated bank account as soon as reasonably practicable.

15.6. Prior to terminating this Agreement under clauses 15.4 or 15.5, We will use reasonable endeavours to offer You (New Venue Offer) an alternative venue within the Precinct, on the Event Date on substantially the same terms and conditions as contained in this Agreement and for such Fees and Expenses as We may agree in writing with You. You acknowledge and agree that any alternative venue that We offer You for the Event is subject to availability on the Event Date. If there is no alternative Venue available or You do not accept Our New Venue Offer within 7 days of the date of the New Venue Offer, then We may terminate the Agreement under clauses 15.4 or 15.5 (as the case may be).

15.7. For the avoidance of doubt, if You accept the New Venue Offer and the Event is rebooked (Replacement Booking), then all payments made by You under this Agreement will be held by Us and applied towards the Replacement Booking.

15.8. The expiry or termination of this Agreement is without prejudice to any and all rights and remedies which had accrued to the benefit of the parties to the date of termination.

15.9. All warranties, releases, exclusions of liability, indemnities, terms with respect to intellectual property and confidential information on the part of a party in this document will remain valid and binding upon that party following expiry or termination of this Agreement. This clause does not prevent the survival of any other provision which would be deemed to survive expiry or termination.

15.10. You must pay, on a full indemnity basis, any legal costs and expenses incurred or sustained by Us arising directly or indirectly from the enforcement of Our rights and remedies under this Agreement or from Your breach of this Agreement, negligence or other breach of duty by You.

16. Force Majeure

16.1. For the purposes of this clause 16, a “Force Majeure Event” means an event which is beyond the reasonable control of a party and which could not be avoided or mitigated with due diligence by the party and which includes events caused by an act of God, natural disaster, fire, riots, civil commotion, malicious damage, sabotage, act of public enemy, war, revolution, contamination by harmful substance or risk of exposure to contamination or harmful substances, medical or biological threat (including disease, epidemic or pandemic) or industrial action or dispute, that, including because of any direction of an authority or government body, negatively impacts the use or availability of the Precinct, the Venue or Designated Area or the Event, including where a large proportion of guests will be unable to attend the Event, or the ability to hold the Event on the Event Date is materially prejudiced, and, but excludes a failure or inability to meet a payment obligation under the Agreement.

16.2. If a Force Majeure Event takes place:

  • (a) The party claiming a Force Majeure Event has occurred must immediately notify the other party and provide complete details of it and of any methods or procedures reasonably available to circumvent or mitigate the Force Majeure Event; and

  • (b) the parties must continue to perform their other obligations under this Agreement which are unaffected by the Force Majeure Event; and

  • (c) the parties must consult for the purpose of agreeing and taking any steps or measures to circumvent or mitigate the effect of the Force Majeure Event, which may include postponing the Event Date to a future date;

  • (d) where:

    • (i) the Event Date is postponed by agreement within three days prior to the Event Date under clause 16.2(c), then the Deposit and any other payments You have made, less any Costs incurred by Us, will be held by Us and applied towards the Event on the new Event Date, and no Cancellation Fee will be payable;

    • (ii) the Event Date is postponed more than three days prior to the Event Date under clause 16.2(c), then the Deposit and any other payments You have made will be held by Us and applied towards the Event on the new Event Date, and no Cancellation Fee will be payable under clause 7.3 of the Agreement as a result of that postponement; or

    • (iii) the Event cannot be, or is not agreed to be postponed, then the Deposit and any other payments You have made, less any Costs incurred by Us in the event of Cancellation within three days of the Event Date, will be refunded to you.

  • (e) If:

    • (i) the Event Date is postponed under this clause 16 by agreement; and

    • (ii) You cancel Your licence to access the Venue/Designated Area under clause 7.2 before the postponed Event Date, then a Cancellation Fee will be payable and be calculated on the basis that would have applied to a cancellation made within less than 180 days of the Event Date at a minimum or other correlating timeframe applicable to the original Event booking if less than 180 days’ notice is provided (unless We agree with You a lower level of cancellation fee in consideration of the supervening circumstances).

17. Insurance

17.1. You must maintain insurance, (if any) as set out in the Schedule and must provide evidence of such insurance to Us on request.

18. Confidential Information, publicity and intellectual property

18.1. The parties agree to hold in confidence and refrain from disclosure to third parties all Confidential Information of each other, using a reasonable standard of care to prevent unauthorised access to it.

18.2. Obligations of non-disclosure do not extend to information or data which:

  • (a) is public knowledge at the time of receipt or comes into public knowledge thereafter through no act of a party in breach of this Agreement or a Booking Form;

  • (b) is known to a party without obligations of confidentiality prior to disclosure by the disclosing party, as evidenced by written records;

  • (c) is disclosed with the prior written approval of a party;

  • (d) is independently developed by a party without reference to the Confidential Information;

  • (e) is publicly disclosed by a party as required by law; or

  • (f) is disclosed by the Us to a third party (including Our subcontractors) as We reasonably require to provide the Services.

18.3. We and You may publicise that the Event is to take place at the Venue, unless provided to the contrary in the Schedule. Other than publicity under this subclause, You must not issue any public statement or press release concerning Us or the Venue without Our prior written approval.

18.4. This Agreement does not constitute a transfer of any Intellectual Property rights of the parties.

19. Trusts

19.1. If You or any person on whose behalf You enter into this Agreement is a trustee of any Trust, You:

  • (a) must disclose the existence of the Trust to Us;

  • (b) agree that You enter into this Agreement in Your own capacity and as trustee of the Trust;

  • (c) warrant and agree that You have power under the Trust to enter into this Agreement; and

  • (d) agree that You as trustee will not allow Yourself to be removed as trustee of the Trust or cause the trust property to be distributed to beneficiaries, until all Your obligations under this Agreement have been fulfilled.

20. Governing law

20.1. Each Booking Form shall be created, performed, interpreted and enforced in accordance with the laws applicable in New South Wales and the parties submit to the non-exclusive jurisdiction of the Courts of that place.

21. General

21.1. Relationship - Nothing in this document will constitute the parties as principal and agent or as partners. A party must not represent to any third party that the parties are principal and agent, employer and employee, partners or that the party is otherwise entitled to incur any liability on behalf of the other party.

21.2. Consent etc - Where this Agreement requires Our approval, We may give or withhold such approval in Our absolute discretion and subject to such conditions as We may impose in Our discretion.

21.3. Assignment - You may assign or novate the whole or any part of its rights and obligations under this Agreement only with Our prior written consent. We may assign or novate this Agreement at any time by written notice to You.

21.4. Set-off - We may set-off any amount owed by Us to You on any account against amount owing on any account by You to Us.

21.5. Further assurances - Each party must (at its own expense) do all things and execute and deliver such documents as the other party requests, as may be reasonably required or necessary to give the other party the full benefit of any obligations owed to that other party under this Agreement.

21.6. Counterparts - This Agreement and any variation of this Agreement may be executed and take effect in two or more counterparts, each of which when taken together, will constitute one and the same instrument.

21.7. Severability - If any provision of this document is determined by a court or other competent tribunal or authority to be void, voidable or unenforceable, the relevant provision must be read down to the extent necessary to achieve that result. Where the relevant provision cannot be read down then that provision must be severed from the document in which event. In either case, the remaining provisions of this document remain in full effect.

21.8. Variation - This Agreement can only be amended by a further written agreement signed by the parties.

21.9. Proportionate liability – As regards Your liability to Us, nothing in this Agreement excludes or “contracts out of” the provisions of Part 4 — “Proportionate Liability” — of the Civil Liability Act 2002 (NSW). To the extent that they apply, and to the extent that it is permissible by law to exclude them, the proportionate liability provisions in force in other jurisdictions are excluded. Subject to the foregoing, You must take reasonable steps to cause, and assist Us to cause, all of Your Guests and Subcontractors to comply with this Agreement and any Operations Directive or other directions We may issue.

21.10. Notices - Any notice under this Agreement must be delivered by hand (whether by the relevant party or its agent, lawyer or courier) or email to the address of the recipient party specified in the Schedule or as otherwise specified in a Booking Form. Any notice so delivered will be deemed to have been received on the date of such delivery unless the same shall be outside the hours of 9am to 5pm on Business Days, in which case such notice will be deemed to have been served on the following Business Day.