Client Terms and Conditions

VMS EVENT & CONFERENCE LOGISTICS:

Address: PO Box 403, Caringbah NSW 1495

Fax: +61 2 9540 4246

Email: mike@vmsconferences.com.au

 

  1. Definitions & interpretation

1.1 In this document words in italics are references to legislation or have the meaning set out below:

“administrator access” means the rights, tools and instructions to create and edit event details on a website

“agreement” means the agreement comprising this document, an service proposal and policies

“business day” means a day other than a Saturday, Sunday, bank holiday or public holiday in the state or territory the laws of which apply to this document

“default interest rate” means the cash rate published by the Reserve Bank of Australia from time to time, plus 4%

“delegate” means all persons and corporations attending or involved in any way in an event

“delegate bookings” means an event registration requested by a delegate and accepted by us on your behalf

“event” means a conference, sporting, social, charity or other event which you have asked us to manage on your behalf

“event proposal” means a document, letter or email from us to you setting out the details and charges for an event

“GST Act” means a new tax system (Goods & Services Tax) Act (1999)

“party” means a person defined at the beginning of this agreement as a party. Where a person is a party in the capacity of a guarantor only, unless the context otherwise indicates, this agreement does not create rights and obligations otherwise than as a guarantor

“payments” means payments made by delegates to us either directly or via our contracted payments gateway

“payments gateway” means a secure website provided by a third party for the collection of payments by credit card, BPAY, bank transfer and other electronic means

“policies” means all policies and procedures published by us on your website

“RegoDirect” means our website located at URL, www.regodirect.com.au

“service” means event management services

“you” means a client that has engaged the services of VMS Event & Conference Logistics Pty Ltd

“we/us” means VMS Event & Conference Logistics Pty Ltd

1.2 The following rules of interpretation apply unless the context requires otherwise:

(a) the singular includes the plural and conversely;

(b) a gender includes all genders; and

(c) a reference to “person” includes a corporation.

  1. Agreement

2.1 This document describes the terms and conditions on which we provide services to you. The terms of this document are incorporated in every agreement between us and

you for the provision of services. Each agreement comprises:

(a) this document;

(b) the event proposal; and

(c) policies (which change from time to time, published on www.vmsconferences.com.au

2.2 Each time you use our service, you confirm your agreement to be bound by the event proposal, this document and the terms of our policies at the date you use our service. We will ask you to sign and return a copy, or otherwise acknowledge the terms of the event proposal. However, if you do not sign a copy or otherwise acknowledge the terms of the event proposal, you agree with the terms of the event proposal, this document and policies each time you use our service.

2.3 An event proposal may contain conditions that vary or supplement this document, in which case, to the extent of any inconsistency, the terms of the event proposal shall

prevail.

  1. Agency

3.1 You appoint us as your agent to promote and publish information in relation to the event, to take delegate bookings and to receive payments.

3.2 You authorise us to disclose to all third parties including delegates that we act in the capacity of your agent.

  1. Service

4.1 The service we provide is set out in the event proposal. If you request additional services or changes to the services we may at our election:

(a) Issue an amended event proposal or variation to the event proposal specifying the additional or varied services and the charges. We will ask you to sign and return a copy, or otherwise acknowledge the terms of the replacement event proposal or variation of event proposal. However, if you do not sign a copy or otherwise acknowledge the terms, you agree with the terms when you continue to use our service; or

(b) Recover from you charges and expenses for the requested variations at rates in line with the charges and expenses detailed in the event proposal as reasonably assessed by us.

4.2 We agree to use our best endeavours to provide our services in a professional manner, comparable to the standard of service and professionalism generally provided by professional event and conference managers.

  1. Invoices and Payments

5.1 To the extent that any payment payable under this agreement is consideration for a taxable supply for the purposes of the GST Act, the recipient of the taxable supply must pay to the supplier any GST payable in respect of that supply in accordance with the GST Act.

5.2 You agree to make all payments due under this agreement within 14 days of the date we issue a tax invoice to you.

5.3 You agree to pay interest at the default interest rate on overdue amounts calculated daily from the due date until the payment date. In the event our invoice or any part thereof remains outstanding after 14 days, you authorise us to pay ourselves from funds held for you on trust, such amount as shall then be outstanding.

  1. Delegate, Sponsor and Other Third Party Payments

6.1 You authorise us to receive payments from sponsors, delegates and any other parties associated with your event. We agree all such payments will be held by us, on trust, for you.

6.2 We will endeavour to collect all payments due to you by sponsors, delegates and other third parties where necessary by writing one letter requesting payment and making one phone call requesting payment.

6.3 You authorise us to accept the request by any person for registration as a delegate without making an enquiry as to their eligibility or entitlement to attend the event.

6.4 We will endeavour to collect payment from all delegates at the time of registration. However, if a request for registration is not accompanied by payment, you authorise us to accept the registration and to invoice the delegate on your behalf.

6.5 We will provide and offer to delegates an on-line payment facility using a secure payment gateway, for payments by electronic funds transfer to our trust account, MasterCard and Visa and PayPal only.

6.6 You agree to reimburse us for merchant fees and all other service charges imposed by banks and on-line payment gateway providers.

6.7 You authorise us to receive all delegate payments made to us by any method and to hold such payments on trust for you on the terms and conditions of this agreement.

  1. Event Registration Portal

We agree to use an integrated on-line registration portal such as www.regodirect.com.au or a similar portal to promote the event and take delegate registrations. You agree to reimburse us for all fees and charges imposed by the registration portal provider.

  1. Limitation of Liability

8.1 To the extent permitted by law, in no event shall we or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our service or this agreement (however arising, including negligence).

8.2 You acknowledge the on-line registration portal and the on-line payments gateway are provided by third party suppliers. We do not guarantee continuous, uninterrupted or secure access by delegates to these services. The operation of these services may be interfered with by numerous factors outside of the control of us and the service providers. To the extent that such factors are outside of our control, we shall not be liable for any loss to you.

8.3 To the extent permitted by law, our liability to you or any third parties in any circumstances is limited to the greater of:

(a) The amount of fees you pay to us for the event; or

(b) $1,000.00.

  1. Indemnity

9.1 You indemnify us against any and all loss, damage or liability incurred or suffered (including legal fees and costs on a solicitor and own client basis) if we become liable to pay damages arising out of or as a consequence of or incidental to:

(a) The non performance by you of your obligations and duties under this agreement; or

(b) Your obligations to any third parties; or

(c) Any liability to any third party arising out of our conduct as your agent.

  1. Intellectual Property

10.1 You agree to only provide to us for publication copyright works, trade marks and confidential information owned by you or in respect of which you have a licence authorising use in that manner for the duration of the publication. You agree if requested by us, to provide confirmation of such ownership or licence.

10.2 Solely to enable us to use the information you supply to us, so that we are not violating any rights you may have in that information, you agree to grant to us a non-exclusive, world wide, perpetual, irrevocable, royalty free right to use the copyright work, trademarks and confidential information to provide the service.

  1. Breach and Termination

11.1 We may terminate this agreement by written notice effective immediately in the event you commit an act of bankruptcy (as defined by the Bankruptcy Act 1996 (Cth)), make a scheme of arrangement with creditors, are placed in receivership, liquidation, administration or any form of insolvency administration.

11.2 We may terminate this agreement where:

(a) You have breached a provision of this agreement; and

(b) We have given you written notice requiring rectification of the breach; and

(c) You have failed to rectify the breach within a reasonable period to our satisfaction.

  1. Notices

12.1 Method of giving notices

A notice, consent, approval or other communication (each a “notice”) under this document must be in writing, signed by or on behalf of the person giving it, addressed to the person to whom it is given and:

(a) sent by pre-paid mail to that person’s postal address;

(b) transmitted by facsimile to that person’s facsimile number; or

(c) sent by electronic mail to that person’s email address.

12.2 Time of receipt

A notice given to a person in accordance with the clause is treated as having been given and received:

(a) If sent by pre-paid mail, on the third business day after posting;

(b) If transmitted by facsimile to a person’s facsimile number and a correct and complete transmission report is received, on the day of transmission if a business day, otherwise on the next business day; or

(c) If sent by electronic mail and the sender does not receive a message from its internet service provider or the recipient’s mail server indicating that it has not been successfully transmitted, on the day of sending if a business day, otherwise on the next business day.

  1. General

13.1 Amendment

This agreement may only be amended or supplemented in writing, signed by the parties.

13.2 Waiver

The non-exercise of or delay in exercising any power or right of a party does not operate as a waiver of that power or right, nor does any single exercise of any power or right preclude any other or further exercise of it or the exercise of any other power or right. A power or right may only be waived in writing, signed by the party to be bound by the waiver.

13.3 Liability of parties

If two or more persons are included within the same defined term in this agreement:

(a) a liability of those persons under this agreement is a joint liability of all of them and a several liability of each of them;

(b) a right given to those parties under this agreement is a right given severally to each of them; and

(c) a representation, warranty or undertaking made by each of them is made by each of them in respect of itself.

13.4 Entire agreement

This agreement is the entire agreement of the parties on the subject matter. The only enforceable obligations and liabilities of the parties in relation to the subject matter are those that arise out of the provisions contained in this agreement. All representations, communications and prior agreements in relation to the subject matter are merged in and superseded by this agreement.

13.5 Severability

Any provision in this agreement which is invalid or unenforceable in any jurisdiction is to be read down for the purposes of that jurisdiction, if possible, so as to be valid and enforceable, and is otherwise capable of being severed to the extent of that invalidity or unenforceability, without affecting the validity or enforceability of that provision in any other jurisdiction.

13.6 Assignment

The rights under this agreement are personal to you. You may not transfer or assign your rights to a third party without our prior written consent.

13.7 Counterparts

This agreement may be executed in any number of counterparts and all of those counterparts taken together constitute one and the same instrument.

13.8 Attorneys

Each attorney who executes this agreement on behalf of a party declares the attorney has no notice of the revocation or suspension of the power of attorney by the grantor or in any manner of the power of attorney under the authority of which the attorney executes this agreement and has no notice of the death of the grantor.

13.9 Confidentiality

Each party must treat the existence and terms of this agreement confidentially.

  1. Law and jurisdiction

14.1 Governing law

This agreement is governed by the law in force in New South Wales.

14.2 Submission to jurisdiction

The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and any courts which may hear appeals from those courts in respect of any proceedings in connection with this agreement.

NOTE: The following conditions apply only if you have been given administrator access to www.regodirect.com.au. To the extent of any inconsistency with other terms of this document, the following clauses prevail.

  1. RegoDirect Terms of Use

15.1 We agree, at your request, to give you “administrator access” to the website of our registration portal provider at www.regodirect.com.au, subject to the provisions of this

clause.

15.2 RegoDirect provides an integrated portal to enable you to design, construct and manage your own on-line event registration facility for use by you and delegates. It may provide a link to your nominated payments gateway. We are not involved in the transactions between you and delegates, you and your nominated payments gateway, nor delegates and your nominated payments gateway. If you wish to use a payments gateway, you are required to establish your own service agreement with a gateway provider. We agree to provide a link from RegoDirect to your gateway service provider.

15.3 The service is provided on an “as is” basis. To the extent permitted by law, we disclaim any implied warranties of fitness for a particular purpose.

15.4 We do not guarantee continuous, uninterrupted or secure access to RegoDirect. The operation of RegoDirect may be interfered with by numerous factors outside of our control. To the extent such factors are outside of our control, we shall not be liable for any loss to you.

15.5 You acknowledge you have read and understood the RegoDirect terms of use containing details of our obligations to Conference Communications Systems, the owner of the RegoDirect website and you agree that you will not do anything that may cause us to be in breach of our obligations under the RegoDirect terms of use.

15.6 In addition to all other rights provided in this agreement, we may terminate your administrator access rights to RegoDirect without notice in the event you breach the provisions of clause 15.5 above.