Exhibitor Agreement The Royal Melbourne Show 2016

Transcription

1 Exhibitor Agreement The Royal Melbourne Show 2016 The Royal Agricultural Society of Victoria Limited (ABN ) (RASV) and The person/organisation whose name appears in Item 2 of Schedule 1 of this Agreement (Exhibitor) The Royal Agricultural Society of Victoria Limited Melbourne Showgrounds, Epsom Road, Ascot Vale, 3032 Telephone:

2 THIS AGREEMENT is made on the date that this Agreement has been signed by both parties. BETWEEN 1. The Royal Agricultural Society of Victoria Limited (ABN ) of Melbourne Showgrounds, Epsom Road, Ascot Vale Victoria 3032, Australia (RASV) and 2. The entity named in Item 2 of Schedule 1 (Exhibitor) RECITALS A. RASV conducts The Royal Melbourne Show (Show) at the Showgrounds and holds a right of access and a licence to use and occupy all facilities on the Showgrounds for those purposes. B. The Exhibitor wishes to occupy and use the Exhibitor Space at the Show. C. RASV has agreed to permit the Exhibitor to occupy and use the Exhibitor Space for the term of this agreement in accordance with the provisions of this Agreement (Agreement). IT IS AGREED AS FOLLOWS: 1 Definition of words and interpretation 1.1 Meaning of Words The following definitions apply unless the context requires otherwise. Agreement means this agreement and includes any annexures and schedules. Business Day means a weekday on which banks are open in Melbourne. Default Rate means the rate of interest 2% above the rate prescribed from time to time under section 2 of the Penalty Interest Rates Act 1983 (Vic). Exhibitor means the person named in Item 2 of Schedule 1 and, where the context permits, includes the Exhibitor s Personnel and other people claiming through or under the Exhibitor. Exhibitor s Property means any property brought onto the Exhibitor Space by the Exhibitor or its Personnel, including the Exhibitor s fixtures, fittings, signs, equipment and goods. Exhibitor Space means the space described in Item 3 of Schedule 1, subject to its relocation under Clause 7.5. It includes the area from the surface of any floor to the surface of any ceiling and to the surface of any of the walls. Fixed Fee means the amount or amounts set out in Item 7 of Schedule 1. Goods and Services Tax (GST) means any tax in the nature of a tax on, or on the supply of goods, real property, services or any other thing levied, imposed or assessed by the Commonwealth of Australia or any State or Territory of Australia or municipal authority which may operate at any time during the Term. Indemnitees means each of RASV, Showgrounds Nominees Pty Ltd ACN , PPP Solutions (Showgrounds) Nominees Pty Ltd ACN and the Crown in the Right of the State of Victoria and their Personnel. Intellectual Property Rights means all rights in the nature of intellectual and industrial property (which is to be understood in the broadest possible sense), and includes, without limitation: inventions, discoveries and technical information; patents; trade and service marks; copyright; (e) designs; (f) plant breeders rights and rights in plant varieties; (g) trade secrets; (h) confidential information; domain names; (j) circuit layouts; (k) business and trading names; (l) rights of any of the kinds mentioned in the preceding paragraphs, whether registered, registrable or not; (m) applications and registrations for any of the kinds of rights mentioned in the preceding paragraphs of this definition; and (n) rights of the kind mentioned in the preceding paragraphs, irrespective of where geographically those rights may arise or subsist. Manager means a person appointed by RASV to manage the Show and, where the context permits, any of the Manager s Personnel. Permitted Use means the use described in Item 4 of Schedule 1. Personnel of a party means that party's employees, agents, contractors, consultants, directors and officers and any of them. Policies means: the RASV Food Sampling Policy set out in Schedule 3; the RASV Signage Policy set out in Schedule 4; the RASV Occupational Health and Safety Guidelines set out in the RASV online OH&S registration portal and the RMS Exhibitor Manual; the RASV Food Safety and Fit Out Specifications for Temporary Food Stalls set out in Schedule 6; Exhibitor Agreement Royal Melbourne Show 2016 Page 2

3 (e) any other RASV Policy notified to the Exhibitor from time to time and any amendments to or revisions of those policies. RASV means The Royal Agricultural Society of Victoria. Right of Occupancy means the right to occupy granted by RASV to the Exhibitor pursuant to Clause 2. Sales Period means the period commencing on 1 August prior to the commencement date (shown in Item 5 of Schedule 1) for the Show, and ending on 31 October following that date. Show means the Royal Melbourne Show which is to be held between the dates set out in Item 5 of Schedule 1, both dates inclusive. Showgrounds means the Melbourne Showgrounds, Epsom Road, Ascot Vale, Victoria. Sign means any and all signage exposure including any advertisement. $ means Australian dollars. Tax means a tax, levy or impost, sales tax and any other similar indirect tax or levy imposed by any Commonwealth, State or municipal authority excluding Goods and Services Tax but including any novel tax which may be introduced after the date of this Agreement. Term means the period between the dates set out in Item 6 of Schedule 1, both dates inclusive. Utility Fee means the amount, if any, set out in Item 8 of Schedule 1. The Utility Fee covers the cost of connecting the Exhibitor Space to required utilities (ie: power, water, drainage) and the cost of utility use. 1.2 Interpretation In this Agreement, headings are for convenience only and do not affect interpretation. The following rules apply unless the context requires otherwise. (e) (f) The singular includes the plural and conversely. A gender includes all genders. If a word or phrase is defined, its other grammatical forms have a corresponding meaning. A reference to "includes" or "including" should be construed without limitation. A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them. A reference to a Clause, Schedule or Annexure is a reference to a Clause of, or a schedule or annexure to, this Agreement. (g) (h) (j) (k) A reference to an agreement or document (including, without limitation, a reference to this Agreement) is to the agreement or document as amended, varied, supplemented, novated or replaced, except to the extent prohibited by this Agreement or that other agreement or document. A reference to a party to this Agreement or another agreement or document includes the party's successors, permitted substitutes and assigns (and, where applicable, the party's legal personal representatives). A reference to legislation or to a provision of legislation includes a modification or reenactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it. A reference to conduct includes an omission, statement and undertaking, whether or not in writing. A reference to an "agreement" includes any undertaking, deed, agreement and legally enforceable arrangement whether or not in writing and a reference to a document includes an agreement (as so defined) in writing and any certificate, notice, instrument and document of any kind. (l) A reference to "writing" includes a facsimile transmission, an and any means of reproducing words in a tangible and permanently visible form. (m) (n) (o) (p) (q) A reference to a "year" or to a "month" is to a calendar year or a calendar month respectively. A reference to "party" is a reference to a party to this Agreement. A promise or agreement by two or more persons binds each person individually and all those persons jointly. Examples are descriptive only and not exhaustive. No rule of construction applies to the disadvantage of a party only because that party was responsible for preparing this deed or a provision in this Agreement. (r) A reference to RASV includes the Manager and RASV's Personnel. 1.3 Payment due on Business Days If any amount becomes payable under this Agreement on a day which is not a Business Day, that amount is payable on the next Business Day. 2 Right of Occupancy Subject to the terms and conditions of this Agreement, RASV grants to the Exhibitor the right to occupy and to use the Exhibitor Space for the Permitted Use during the Term. Exhibitor Agreement Royal Melbourne Show 2016 Page 3

4 3 Nature of Right of Occupancy 3.1 Exhibitor s rights are Contractual and Personal The Exhibitor s rights: 3.2 RASV s Rights are contractual rights only; are personal to the Exhibitor and the Exhibitor cannot assign, license, sub-license, transfer, dispose of or otherwise deal with all or any part of its rights, benefits or obligations under this Agreement to or in favour of any other person; are not exclusive and do not give the Exhibitor any right to exclusive possession of the Exhibitor Space; and do not create any tenancy or give the Exhibitor any leasehold interest in the Exhibitor Space or any of the rights referred to in section 42 of the Transfer of Land Act RASV may, at all times, exercise all its rights as the licensee of the Exhibitor Space including the right to possess, control and use the Exhibitor Space, except in so far as the exercise of those rights would prevent the Exhibitor from enjoying the benefits of the Right of Occupancy. 3.3 Exercise of RASV Rights RASV may: exercise its rights and perform its obligations under this Agreement itself; sublicense novate or assign some or all of its rights or obligations under this Agreement to a third party; or permit a third party to exercise or perform some or all of its rights or its obligations under this Agreement. 3.4 Assignment of Rights by RASV Notwithstanding any other provisions of this Agreement, RASV may assign, transfer, novate, charge, mortgage or otherwise assign by way of security all or any part of its rights, benefits or obligations under this Agreement to the Crown in Right of the State of Victoria (the State) or its nominee without the prior written consent of the Exhibitor or without any transfer fee or similar charges. At the request of RASV, the Exhibitor must forthwith execute all documents necessary to give effect to such assignment, transfer, novation or security including executing a novation agreement with the State (and/or its nominee). Following execution of the novation agreement, this Agreement shall thereafter be between the Exhibitor and the State (and/or its nominee). 4 What the Exhibitor must Pay 4.1 Fixed Fee In consideration for the Right of Occupancy granted to the Exhibitor pursuant to Clause 2 of this Agreement, the Exhibitor shall pay a fee (Fixed Fee) to RASV to be made up of three instalments (Instalments). 4.2 Instalments The Exhibitor must pay to RASV the Fixed Fee regardless of whether the Exhibitor occupies or uses the Exhibitor Space during the Term. The Fixed Fee is payable on the date or dates set out in Item 6 of Schedule 1. The Exhibitor must pay to RASV the amount(s) (if any) indicated in Item 6 of Schedule 1 (Instalment 1) as an advance against payment of the Fixed Fee. This Agreement will commence on the date that Instalment 1 is received by RASV. In the event that the Exhibitor cancels this Agreement within 60 days of the commencement of the Show, Instalment 1 will forfeit to RASV. Instalment 1 is only refundable if, and only to the extent that, Instalment 1 exceeds the Fixed Fee payable under Clause 4.1. If the Exhibitor fails to pay to RASV the Instalment 1 by the date(s) indicated in the first invoice provided by RASV, the Exhibitor is deemed to have forfeited any right to the Right of Occupancy over the Exhibitor Space and RASV reserves the right in its discretion to offer the right to occupy the Exhibitor Space to another party. The Exhibitor will have no claim for any loss or damage caused by virtue of this Clause 4.2 or RASV's exercise of its rights under it. 4.3 RASV s Legal Costs and Stamp Duty Each party shall bear its own costs arising out of the negotiation, preparation and execution of this Agreement. All stamp duty (including fines, penalties and interest) which may be payable on or in connection with this Agreement and any instrument executed under this Agreement shall be borne by the Exhibitor. 4.4 Interest on late payments If the Exhibitor fails to pay any amount payable by it under this Agreement by the due date the Exhibitor must pay interest at the Default Rate on the unpaid amount accrued daily from the time it fell due until the amount has been paid in full. 4.5 No Deduction or Set-off The Exhibitor must make all payments under this Agreement without deduction or set-off except that their Instalment 1 payment may be used to set-off Exhibitor Agreement Royal Melbourne Show 2016 Page 4

5 the payment of the Fixed Fee in the manner provided in Clause Error! Reference source not found Adjustments and Errors 4.7 GST If either the Exhibitor or RASV proves an error in any calculation, the party in error must correct the error and any necessary adjusting payment must be made as soon as possible. (e) (f) In this Clause, GST, Taxable Supply, Consideration, Tax Invoice, Input Tax Credit, Adjustment Note and Adjustment Event each have the meaning given to those terms in Section of the A New Tax System (Goods and Services Tax) Act 1999 (Cth). The parties acknowledge that, unless expressed otherwise in this Agreement, all Consideration payable under this Agreement is expressed exclusive of GST. If GST is payable on a Taxable Supply made under, by reference to or in connection with this Agreement by one party (Supplier) to another (Recipient), the Recipient providing Consideration for the Taxable Supply must also pay the GST payable in respect of that Taxable Supply as additional Consideration, unless the Consideration for the Taxable Supply is expressly agreed to be GST inclusive. No payment in respect of the Taxable Supply is required until the Supplier has provided a Tax Invoice or Adjustment Note, as the case may be, to the Recipient. To the extent that any supply made under or in connection with this Agreement is a Taxable Supply, the Consideration for that Taxable Supply will be increased by an amount determined by the Supplier, not exceeding the amount of that Consideration (or its market value) multiplied by the rate at which GST is imposed in respect of the Taxable Supply. The amount so determined must be paid by the Recipient of the Taxable Supply even if the Recipient disputes the determination. If an Adjustment Event occurs following a determination under Clause 4.8, the Supplier must make a further determination under Clause 4.8 of the amount of Consideration payable and if the GST component of that Consideration differs from the amount originally determined, the amount of the difference must be paid by, refunded to or credited to the Recipient, as the case may be. The Supplier must issue a Tax Invoice to the Recipient of a Taxable Supply to which this clause applies no later than fourteen (14) days following payment of the GST inclusive Consideration determined under Clause 4.8. (g) Any reference in the calculation of Consideration or of any indemnity, reimbursement or similar amount to a cost, expense or other liability incurred by a party, must exclude the amount of any Input Tax Credit entitlement of that party in relation to the relevant cost, expense or other liability. A party will be assumed to have an entitlement to a full Input Tax Credit unless it demonstrates otherwise prior to the date on which the Consideration must be provided. (h) This Clause will continue to apply after expiration or termination of this Agreement. 4.8 Inspection of the Exhibitor s Accounts and Records The Exhibitor acknowledges that RASV has the right, after giving reasonable notice to the Exhibitor to inspect and/or audit the Exhibitor s accounts and records to ensure that the amounts payable by the Exhibitor to RASV under this Agreement are correct. For this purpose, RASV is entitled to take copies of or extracts from any such records, and to have them inspected by its advisors. The Exhibitor must fully disclose its accounts and records to RASV for this purpose. 5 Exhibitor s obligations 5.1 Compliance with Laws, Regulations and Directions The Exhibitor must, at its cost and expense, comply and ensure its Personnel comply with: all reasonable directions, requirements or conditions that may from time to time be made or imposed by RASV or its Personnel; all requirements of any authority having jurisdiction over the activities of RASV or the use or occupancy of the Showgrounds; and all applicable laws and regulations affecting or applicable to the obligations provided for in this Agreement including, without limitation, those which require the Exhibitor to do or not to do anything concerning the Exhibitor Space. obligations under the Working With Children legislation. The Exhibitor and all its Supervising Personnel working at the Showgrounds must hold current and valid Working With Children Check Cards. Further information regarding this legislation can be found at: Notification and Compliance The Exhibitor agrees: Exhibitor Agreement Royal Melbourne Show 2016 Page 5

6 (e) (f) (g) To comply at all times with all reasonable directions, regulations or requirements of RASV, its representatives or agents; To comply at all times with the provisions of applicable food safety legislation, occupational health and safety legislations, standards and codes of practice; To obtain and maintain in force all liquor licences if required, for the applicable period, required for or in connection with the provision of the Exhibitor Services; To immediately pass on to RASV all notices, orders or directions issued by any authority which affect or relate to the Showgrounds or to exhibits at the Showgrounds, regardless of whether the notice, order or direction is addressed by or requires compliance by either or both the Exhibitor and RASV or any other person. A copy of each such notice, order or direction must be given to RASV, by the Exhibitor, within 24 hours of receipt, either written or verbal, of the notice, order or direction. If the above notices, orders or directions issued by any authority relate directly to the Exhibitor, they are to be complied with fully. To allow the Melbourne City Council or any other relevant authority to notify RASV of any written or verbal notice, order or direction issued to the Exhibitor as it relates to the Exhibitor s presence and/or performance at the Showgrounds including the results of any tests undertaken by the Council. Without limiting Clause 5.2, to comply at all times with all Laws as they apply to the Showgrounds and the provision of the Exhibitor Services; Not to do or omit to do anything that may in any way endanger the Showgrounds, or any person, equipment or goods (whether belonging to the Exhibitor or anyone else) within the Showgrounds. 5.5 Noise 5.6 Selling Showgrounds or the owners or occupants of nearby buildings. The Exhibitor must not store any item outside the Exhibitor Space. The Exhibitor may not use any amplifier, loud-speaker or similar appliance within or outside the Exhibitor Space without RASV s prior written approval. RASV reserves the right to require the Exhibitor to immediately stop any noise being emitted from the Exhibitor Space which RASV reasonably considers to be offensive or an annoyance, nuisance or disturbance. The Exhibitor must confine its conduct of the Permitted Use to the Exhibitor Space and must not promote, distribute and/or offer for sample or sale any goods or services from the Exhibitor Space otherwise than in accordance with this Clause 5.4. The Exhibitor may only promote, distribute and/or offer for sample or sale the goods and services specified in Item 12 of Schedule 1 (Product Specification). The Exhibitor must promptly provide, upon request by RASV, any additional information regarding the Product Specification. Without limiting the preceding sentence, additional information that may be requested by RASV includes provision by the Exhibitor of documentation (in English) confirming or otherwise evidencing, to the satisfaction of RASV, the authority of the Exhibitor to promote, distribute and/or offer for sample or sale all or any of the goods or services forming part of or comprising the Product Specification. If any necessary authorisation (which expression for this purpose includes any necessary licence, permission, consent or other approval from a third party) is not held by the Exhibitor, or is not produced to RASV upon request, RASV reserves the right to immediately withdraw all or any relevant goods or services from the Exhibitor Space, without any refund. 5.3 No Balloons The Exhibitor must ensure that no balloons, whether inflated or not, are brought onto the Showgrounds. 5.4 No Nuisance The Exhibitor must not do or omit to do anything that is or may reasonably be deemed to be an annoyance, nuisance or disturbance to RASV, other Exhibitors in the Showgrounds, people who use the The Exhibitor must ensure that only goods or services that have received Consumer Affairs Victoria approval to be sold or given away are sold or given away from the Exhibitor Space. If Consumer Affairs Victoria approval has not been received, or cannot be produced to RASV upon request, RASV reserves the right to immediately withdraw such goods or services from the Exhibitor Space. Exhibitor Agreement Royal Melbourne Show 2016 Page 6

7 (e) (f) RASV reserves the right at its discretion to confiscate any goods or services that are illegal or that the Exhibitor or its Personnel promotes, sells, distributes and/or offers for sample or sale outside the Exhibitor Space. The Exhibitor may not, without RASV s prior written approval, offer goods for sale if the purchaser does not intend to take immediate possession of those goods. If the Exhibitor wishes to accept orders for goods then RASV may, at RASV s discretion, require the Exhibitor to pay for this privilege as a condition of obtaining RASV s approval. (g) The Exhibitor may not, at the Showgrounds, offer nor invite others to offer to purchase any good or service for sale prior to 9:00am on the day that the Show commences. (h) (j) The Exhibitor acknowledges that the reputation of RASV and the Show depend on patrons attending the Show perceiving that prices charged at the Show for goods and services are fair and reasonable. The Exhibitor therefore acknowledges that: it will only charge reasonable prices for its goods and services; that its prices must not exceed normal retail sale prices for such goods and services; (iii) and RASV may require the Exhibitor not to sell any good or service for more than a particular price. The Exhibitor must prominently display at the Exhibitor Space, a notice setting out the price of all goods and services offered for sale in the Exhibitor Space. The Exhibitor may not offer for sample or sale or sell any good that RASV prohibits by notice in writing to the Exhibitor including the following items: any inflatable baseball bat, hammer or similar device in inflated form (after 6:00pm on any day of the Show); any form of pyrotechnics; (iii) living creatures of any kind, including specifically gold fish and crustaceans, unless the written authority of the Chief Executive Officer of RASV is first obtained; (iv) (v) (vi) any plastic trumpet or similar device; faulty electrical or other goods; products banned by Consumer Affairs; (vii) fake or counterfeit goods or counterfeit licenced products; (k) (l) (viii) (ix) (x) 5.7 Food Exhibits any water pistol or similar device; any raffle tickets; and/or aerosol products. The Exhibitor may not solicit donations for any reason whatsoever within the Showgrounds without the prior written approval of RASV. The Exhibitor must promptly notify RASV of any complaint relating to the goods or services supplied by the Exhibitor. The Exhibitor may not offer food or drink (including bottled or canned drink) for sample or sale from the Exhibitor Space without RASV s prior written approval. Such approval will not be granted unless the Exhibitor has first provided RASV with sufficient detail in writing including, the type and quantity of food or drink to be offered for sample or sale, the proposed pricing structure where relevant and such other information as requested by RASV from time to time. The Exhibitor must: not supply any food or drink that is in conflict with the exclusive supply rights that have been granted by RASV as set out in Schedule 2 of this Agreement or otherwise advised by RASV to the Exhibitor from time to time; comply with all terms and conditions of RASV Food Sampling Policy set out in Schedule 3 of this Agreement; (iii) (iv) comply with the Food Safety and Fit Out Specifications for Temporary Food Stalls set out in Schedule 6 of this Agreement; and comply with the RASV Food Safety Supervisor's directions at and complete the required food safety records provided by RASV at all times If the Exhibitor is in breach of any or all of the provisions of this Clause 5.8, RASV, by notice in writing, reserves the right to require the Exhibitor to rectify the problem immediately. Upon such notice being given, RASV reserves the right in its absolute discretion to take whatever steps it deems necessary, at the Exhibitor's cost, to rectify the problem including, without limitation, the right to: terminate the Right of Occupancy in accordance with Clause 11 of this Agreement and remove the Exhibitor from the Exhibitor Space. In this event, the right to Exhibitor Agreement Royal Melbourne Show 2016 Page 7

8 5.8 Food Safety Obligations 5.9 Staffing occupy the Exhibitor Space immediately reverts to RASV which will then be free to occupy or offer the right to occupy the Exhibitor Space to such other person or persons as RASV sees fit. In this instance the Fixed Fee will not be refunded. Exhibitors selling or sampling food must comply with the Exhibitors obligations under the Food Act (1984), the Exhibitor will: (iii) (iv) (v) Obtain or provide evidence to the RASV of registration as a food premises under the provisions of the Food Act 1984; Lodge a completed and signed Statement of Trade under Streatrader and provide a copy to the RASV; Comply with the requirements of the City of Melbourne Health Services guidelines with respect to the operation of Temporary Food Premises at special events; Comply with the requirements of the RASV Food Safety Fit Out and Operations Specifications for Temporary Food Stalls (Schedule 6); Comply with the RASV Food Safety Supervisor's directions at and complete the required food safety records provided by RASV at all times The Exhibitor must ensure that the Exhibitor Space is staffed by a minimum of one (1) person at all times during the opening times of the Show as advertised by RASV or as RASV otherwise notifies to the Exhibitor in writing. If the Exhibitor does not occupy and staff its Exhibitor Space to the satisfaction of RASV by 9.30am on the day the Show commences, RASV reserves the right to notify the Exhibitor accordingly in writing. Upon such notice being given, the right to occupy the Exhibitor Space immediately reverts to RASV, which will then be free to occupy or offer the right of occupy the Exhibitor Space to such other person or persons as RASV sees fit. Any Instalment 1 payment and Fixed Fee paid will not be refunded and will remain the property of RASV. The Exhibitor will ensure that all of its Personnel maintain appropriate standards of dress and presentation commensurate with best industry standards for a business of a similar nature, and the Exhibitor and its Personnel will comply with all (e) reasonable requirements of RASV in this regard. RASV will notify the Exhibitor in writing if there is a breach by the Exhibitor or Personnel with regard to behavioural conduct. Upon such notice being given, the right to occupy the Exhibitor Space immediately reverts to RASV, which will then be free to occupy or offer the right of occupy the Exhibitor Space to such other person or persons as RASV sees fit. Any Instalment 1 payment and Fixed Fee paid will not be refunded and will remain the property of RASV. The Exhibitor will ensure that none of its Personnel smoke any tobacco products within any building in the Showgrounds, and specifically, that none of its Personnel smoke any tobacco product within the Exhibitor Space or any hall within the Showgrounds. The Exhibitor will ensure that its Personnel are not involved in any serious misconduct while at the Showgrounds, including but not limited to: (iii) (iv) 5.10 Vehicle Access Theft Fraud Assault; and Intoxication. RASV reserves the right to terminate the Agreement should there be failure to comply with Clauses 5.9, 5.9 and 5.9. In this instance, the Fixed Fee and Instalment 1 payment will not be refunded. RASV reserves the right in its discretion to determine at any time the access rights of vehicles into the Showgrounds and to refuse to permit any vehicle to access the Showgrounds and/or to order the removal of any vehicle from the Showgrounds. The Exhibitor acknowledges that no vehicle will be permitted to enter the Showgrounds between 8:00am and 11:00pm on any day during the Show without the prior written consent of RASV. (e) The Exhibitor will ensure that any vehicle belonging to the Exhibitor or delivering or collecting goods on behalf of the Exhibitor has left the Showgrounds by 9:00am on any day during the Show. The Exhibitor acknowledges and will ensure that any vehicle accessing the Showgrounds on the Exhibitor s behalf must provide the gatekeeper with an approved RASV pass (Pass). Subject to Clause 5.10(g), this Pass will be returned to the driver of the vehicle upon its departure from the Showgrounds. The Exhibitor acknowledges and will ensure that any vehicle accessing the Showgrounds on the Exhibitor s behalf must proceed directly to and from its destination and must be parked in a way Exhibitor Agreement Royal Melbourne Show 2016 Page 8

9 (f) (g) (h) 5.11 Signage (e) (f) so as to minimise inconvenience to any other person. The Exhibitor acknowledges and will ensure that no vehicle, which accesses the Showgrounds on the Exhibitor s behalf, is permitted within any building without RASV s prior written approval. The Exhibitor acknowledges and agrees that, in the event of a failure to comply with the terms and conditions of this Agreement and/or conditions of entry to the Showgrounds, RASV may, in its discretion, cancel a Pass issued to the Exhibitor (or to a third party at the Exhibitor s request) and/or remove any vehicle belonging to the Exhibitor or any one acting on its behalf from the Showgrounds. The Exhibitor acknowledges and agrees that if RASV removes a vehicle from the Showgrounds pursuant to this Clause 5.10, the Exhibitor has no claim against RASV for any loss or inconvenience arising out of or in connection with such removal, and agrees to indemnify RASV against any claims made by the Exhibitor or by any third parties in connection with such removal. The Exhibitor agrees to comply with all terms and conditions of RASV s Signage Policy set out in Schedule 4 of this Agreement. In particular, the Exhibitor agrees and acknowledges that: all Signs must be of a professional standard; all Signs are subject to the prior written approval of RASV; and (iii) no hand-written Signs are permitted. The Exhibitor may only erect or display a Sign at the Showgrounds if it conforms to RASV s Signage Policy and if the Exhibitor has the prior written approval of RASV. RASV reserves the right to vary or amend the Signage Policy, including any signage specifications, from time to time. If RASV requires any Sign to be altered or removed then, upon being notified by RASV to alter or remove a sign, the Exhibitor must promptly take such action at the Exhibitor s own cost and expense. All the Exhibitor s Signs must be located within the Exhibitor Space. The Exhibitor may not enter into, or hold itself out to any third party as being permitted to enter into an agreement with a third party to advertise or promote the third party s products or services on or in proximity to the Exhibitor Space, unless the Exhibitor has received RASV s prior written consent Erection of any Structure, Stall or Exhibit The Exhibitor must submit all plans for any structure, stall or exhibit to be erected on the Exhibitor Space to RASV at least fourteen (14) days prior to the commencement of the Show. The Exhibitor must receive RASV s written approval prior to commencing construction of any structure, stall or exhibit on the Exhibitor Space. The Exhibitor acknowledges that RASV does not possess any expertise in assessing the safety or fitness for the Exhibitor s intended purpose of any proposed structure, stall or exhibit, and that the Exhibitor must ensure that all structures, temporary food stalls or exhibits meet the Exhibitor s needs, are safe, and comply with all applicable laws and regulations. The Exhibitor may arrange with RASV for a mutually convenient time for the Exhibitor to inspect and measure the Exhibitor Space prior to the commencement of the Show and the Exhibitor acknowledges that it does not rely on any information provided by RASV in relation to the nature of the Exhibitor Space. RASV may direct the routing, installation and location of any structure, stall or exhibit and the Exhibitor must comply with RASV s directions. (e) The Exhibitor must complete any structure, stall or exhibit by 8.00pm on the day prior to the commencement of the Show. If the Exhibitor does not complete any structure, stall or exhibit by 8.00pm on the day prior to the commencement of the Show, RASV may inform the Exhibitor accordingly in writing, and upon that notice being given, the right to occupy the Exhibitor Space immediately reverts to RASV, which will then be free to occupy or offer the right to occupy the Exhibitor Space to such other person as RASV sees fit. (f) (g) (h) The Exhibitor must not paint any surface of any structure, or drive any nails or screws into, or otherwise interfere with, any structure. The Exhibitor must take all reasonable precautions to ensure that no structure is damaged. For example, the Exhibitor must cover any surface with protective material that may otherwise be marked by grease or dirt. Any marquee, tent or similar structure must be secured by weights and no penetration of the ground surface will be permitted. Exhibitor Agreement Royal Melbourne Show 2016 Page 9

10 5.13 Inflammable Substances (e) No calico signs, or other flammable drapes, may be used in the Exhibitor Space. No cardboard, crepe paper, or plastic may be used as lining in the Exhibitor Space unless it is an approved non-flammable material. The Exhibitor must not store or use inflammable or explosive substances in the Exhibitor Space without RASV s prior written consent. The Exhibitor must take all reasonable steps to remove or alter anything that RASV reasonably considers may present a fire risk or other danger upon receiving a request by RASV to do so. If RASV gives its consent under this Clause 5.13, the Exhibitor must, at a minimum, comply with: 5.14 Connection to Services the terms on which the consent is given; and Australian Standard concerning storing or using any of the substances covered by that standard. The Exhibitor is responsible for reimbursing RASV for the cost of connecting any electrical, gas, water, drainage or other utility service connections from the nearest point at which the service is made available by RASV. Such connections must comply with all regulations of the relevant authority and all applicable laws and as such must be carried out only by approved RASV contractors. Any such connections may not occur without the prior written approval of RASV. The Exhibitor must obtain RASV s prior written approval to operate any electrical apparatus that may use over four kilowatts on single phase or ten kilowatts on three phases. RASV has the right to disconnect any electrical or gas or other utility connection that it considers to be unsafe, or which may be overloading the service lines. The Exhibitor acknowledges that RASV does not possess any expertise in assessing the safety or fitness for the Exhibitor s purpose of any service connection, and that the Exhibitor must ensure that all service connections meet the Exhibitor s needs, are safe, and comply with all applicable laws and regulations. (e) The Exhibitor acknowledges that electricity, gas, water, drainage and other utility services are provided by third party service providers over whom RASV has no control, and which alone are responsible for the supply to the Exhibitor of such services. Accordingly, the Exhibitor acknowledges that RASV does not and cannot represent or guarantee to the Exhibitor: (iii) the merchantability of any such services; the fitness of any such services for the Exhibitor s intended purposes; or the supply or continued supply of any such services to the Exhibitor during the period of the Show or at any other time Removal of any Structure, Stall, Exhibit or Sign Unless RASV directs otherwise, the Exhibitor must not remove from or alter or interfere with any structure, stall, exhibit or Sign within the Showgrounds during the Term. (e) 5.16 Cleaning Without limiting 5.13, the Exhibitor may only remove from the Showgrounds any structure, stall, exhibit or Sign belonging to the Exhibitor, but this may only be done during the times set out in Item 10 of Schedule 1. The Exhibitor must clean and return any stand in the same condition that it was in prior to the Show. The Exhibitor must remove any structure, stall, exhibit, Sign(s), waste material or other object to the satisfaction of RASV within seven (7) days after the end of the Show and bear the cost of any necessary repairs for damage caused by the removal. Any object(s) not removed in accordance with 5.15 to will become the property of RASV, which may: at the Exhibitor s expense, remove and dispose of the objects as RASV sees fit and the Exhibitor will have no claim against RASV and will indemnify RASV against any claim for any loss caused by such removal or disposal; or charge the Exhibitor for the use of the Exhibitor Space for such time that any object remains on or in the Exhibitor Space after the end of the Show, at RASV s prevailing rental rates for the Exhibitor Space at times outside the period of the Show. Subject to Clause 5.15, during the Show the Exhibitor must, at the Exhibitor s expense, keep the Exhibitor Space (and, Exhibitor Agreement Royal Melbourne Show 2016 Page 10

11 where applicable, the surrounding area to a distance of three metres from the Exhibitor Space) clean and tidy, store all waste in proper receptacles and make sure it is removed regularly, and at a minimum, daily. Without limiting Clause 5.16, the Exhibitor may place a bin or bale of rubbish outside the Exhibitor Space between 10.00pm and midnight on any day in which the Show is in progress, in which case RASV will remove the bin or bale at no cost to the Exhibitor. The Exhibitor may not otherwise place any bin or bale of rubbish outside the Exhibitor Space Maintenance and Repair (e) The washing down of any large equipment or the cleaning of paint-brushes will not be permitted on the Showgrounds. Prior to bump in, RASV and the Exhibitor must jointly inspect the Exhibitor Space and sign a Condition Report. The Exhibitor must, at its cost and expense, for the Term keep the Exhibitor Space in good repair and condition. During the Term, the Exhibitor must promptly report to RASV any damage to the Exhibitor Space or to any structure or thing at the Showgrounds caused by the conduct of the Exhibitor, its Personnel or any other person granted or permitted access to the Exhibitor Space by the Exhibitor, and bear the cost of any necessary repairs. Prior to bump out, RASV and the Exhibitor must jointly re-inspect the Exhibitor Space and note any deviations from the Condition Report. Except for fair and reasonable wear and tear, the Exhibitor will bear the cost of any necessary repairs. On expiry of the Term the Exhibitor must leave the Exhibitor Space in good repair and condition, except for fair and reasonable wear and tear, having regard to the condition of the Exhibitor Space at commencement of the Term Avoid Damage and Danger The Exhibitor will comply at all times with the provisions of the relevant occupational health and safety (OH&S) legislation standards as well as the codes of practice set out in RASV online OH&S Induction Registration and also detailed in the RMS Exhibitor s Manual. The Exhibitor must not do or omit to do anything (including keeping anything in the Exhibitor Space) that may in any way endanger the Showgrounds, any person, or any equipment or goods (whether 5.19 Emergency Training belonging to the Exhibitor or anyone else) in the Showgrounds. RASV may require the Exhibitor to remove any item or thing from the Showgrounds that, in RASV s opinion, is or is likely to or may become dangerous to the Showgrounds or any person or thing within the Showgrounds. If the Exhibitor fails to remove such item or thing upon request, RASV may arrange for its removal at the Exhibitor s expense. The Exhibitor must ensure that it has a copy of the emergency procedures material (provided by RASV) and that all of their staff are familiar with the procedures set out in that material, and in particular with the location of alarms and all emergency facilities at the Showgrounds Notify Danger or Risk The Exhibitor must: promptly inform RASV if it is aware of any danger or risk to the Exhibitor Space or the Showgrounds (for example, a bomb threat); and 5.21 Security comply with any instructions given by RASV, the police, the fire brigade or any other emergency authority (for example, to leave the Exhibitor Space). The Exhibitor must use its best endeavours to keep the Exhibitor Space safe and secure and to protect it against theft. The Exhibitor must obtain RASV s prior written approval for any night security person that the Exhibitor intends to use. RASV may enter the Exhibitor Space for any purpose concerning security, but this does not make RASV responsible in any way for its security. The Exhibitor accepts full responsibility for the security of all personal belongings retained or stored within the Exhibitor Space and RASV will not be liable for any damage or loss to stock, exhibits or personal belongings and property stored within the Exhibitor Space resulting from any cause whatsoever, either during bump in, the Show period, or bump out People using Exhibitor Space The Exhibitor must ensure that all persons occupying or using the Exhibitor Space (including the Exhibitor s Personnel) comply with the terms of this Agreement Acknowledgement by the Exhibitor The Exhibitor acknowledges and agrees with RASV that the Policies form part of this Agreement and that a breach of the provisions of any of the Policies Exhibitor Agreement Royal Melbourne Show 2016 Page 11

12 constitutes a breach of this Agreement and that the Exhibitor has: 5.24 Reputation of RASV read and understood each of the attached policies; and brought the terms of each policy to the attention of the Exhibitor's Personnel and contractors. The Exhibitor and its Personnel must not do or omit to do any act or thing which might reasonably be expected to reduce or diminish the good name and reputation of RASV any of its sponsors or any other exhibitor, the business of RASV or the goodwill of any RASV event. 6 Induction 6.1 Induction Guidelines and Registration The Exhibitor and its personnel will comply at all times with the provisions of the relevant OH&S legislation standards and codes of practice. Prior to commencement onsite, RASV will provide the Exhibitor with a link to RASV online OH&S Induction information and registration test. Prior to accessing the Showgrounds, all personnel engaged by the Exhibitor must have current RASV OH&S Induction Cards (registration numbers). To be permitted on to the Showgrounds site, the Exhibitor and all its employees/ contractors must carry a current RASV OH&S induction card. If the Exhibitor and/or its personnel is unable to access RASV OH&S Induction online, the Exhibitor and/or its personnel must contact RASV and obtain an induction card via paper-based or method. 6.2 Ambush Marketing The Exhibitor must not engage in ambush marketing of the products or services of any other exhibitor at the Show or any sponsor of the Show or RASV (see Schedule 2 Exclusive Supply Rights). RASV will at its discretion, cancel this agreement, retain the Fixed Fee and remove the Exhibitor from the Showgrounds if the Exhibitor engages in ambush marketing. 7. RASV s Rights 7.1 RASV May Enter and Inspect RASV may enter the Exhibitor Space to inspect it or to identify any necessary maintenance, repairs or building work, at any reasonable time and with reasonable notice. If there is an emergency, RASV may enter at any time without notice. 7.2 RASV May Do Things On Exhibitor s Behalf RASV may carry out any of the Exhibitor s obligations on the Exhibitor s behalf, if the Exhibitor does not carry them out on time. The Exhibitor must promptly reimburse RASV for the cost and expense of doing so. 7.3 Repairs and Building Work RASV must give the Exhibitor notice of any proposed repairs, maintenance or building works required to be carried out and cause as little obstruction to the Exhibitor s use of the Exhibitor Space as is reasonably possible in the circumstances. 7.4 Removal of Exhibitor s Property RASV, acting reasonably, may require the Exhibitor to remove any of the Exhibitor s property including any structure, stall or exhibit from the Exhibitor Space or the Showgrounds. The Exhibitor must promptly obey RASV s requirements under Clause 7.4. If the Exhibitor fails to promptly obey RASV s requirements, RASV may arrange for the removal of the Exhibitor s Property at the Exhibitor s own cost and expense and the Exhibitor will have no claim against RASV for any loss caused by the exercise of RASV's rights under this Clause Relocating Exhibitor Space (e) 7.6 Making Rules (f) (g) 8 Insurance 8.1 Insurance Policy RASV reserves the right in its discretion to relocate part or all of the Exhibitor Space to another area in the Showgrounds at any time. Insofar as possible, RASV will endeavour to ensure that the relocated Exhibitor Space is of comparable convenience to the Exhibitor. In the event RASV directs the Exhibitor that the Exhibitor Space must be relocated, the provisions of Clause 7.4 will apply. RASV reserves the right in its discretion to make any rules as to the use of the Exhibitor Space and the Showgrounds provided that they are not inconsistent with the Exhibitor s rights under this Agreement. The Exhibitor must comply with any rules RASV makes under Clause 7.6(f) and notifies to the Exhibitor. If advised by RASV and specified in Item 11 of Schedule 1, the Exhibitor must take out and keep a current public and products liability insurance policy for at least the amount specified in Item 11 of Schedule 1 for any one occurrence and in the aggregate for products liability. The Exhibitor must, at its own cost and expense, effect and maintain for the Term an insurance policy to cover any and all plant and equipment owned by or in the Exhibitor Agreement Royal Melbourne Show 2016 Page 12

13 possession, custody or control of the Exhibitor which is to be used or, which is intended to be used, for the purposes of performing its obligations under this Agreement. With respect to each insurance policy required under this Clause 8.1: (iii) (iv) (v) The Exhibitor must ensure that the policy is taken out with an APRA approved insurance company; The Exhibitor must produce to RASV for inspection as required, a certificate of currency for the policy/s; The Exhibitor must notify RASV of any cancellation or threatened cancellation of its insurance required under this Clause 8.1 by giving RASV two (2) days prior written notice; The Exhibitor must ensure that RASV, Showgrounds Nominees Pty Ltd and PPP Solutions (Showgrounds) Nominees Pty Ltd are included as joint insureds on the policy; and The Exhibitor must ensure that each policy provides that: A. the insurer will treat notice of any occurrence given by one insured party as notice given by all insured parties; and B. failure by one insured party to disclose any material information or to comply with the conditions of the policy will not prejudice the rights of any other insured party. If the Exhibitor fails to comply with its insurance obligations under this Clause 8.1, RASV by notice may require it to do so and if, within seven (7) days of the request by RASV, the Exhibitor has not produced a current insurance policy, certificate of currency in respect of its insurance conforming with the requirements of this Clause 8.1, RASV reserves the right to terminate the Right of Occupancy in accordance with Clause 11 of this Agreement. 8.2 Insurance Policy Where the Exhibitor is not required by RASV to hold a current public and product liability insurance policy for the Event, RASV will take out and keep current a public liability insurance policy extended to include the Exhibitor as a named insured. RASV will use an insurance company of good repute and sound financial backing. A copy of the policy is available from RASV on request. 8.3 Exhibitor Not to Void Insurance The Exhibitor must not do or omit to do anything in the Exhibitor Space or in the Showgrounds, which may invalidate or render void or voidable any insurance policy of RASV or any other insurance policy taken out pursuant to this Clause Statutory Compulsory Insurances The Exhibitor must at its own cost and expense, effect and maintain and comply with the terms and all requirements at law of all statutory compulsory insurances, including those insurance policies required to be effected with respect to: workers compensation; property insurance; and the use of motor vehicles. 8.5 Definition of Government Body For the purpose of this Clause 8, Government Body includes Australian Federal, State and Territory governments, foreign governments, Australian and foreign municipal authorities, their departments, any agency, authority, board, commission, corporation or instrumentality or similar body established by any statute or public law, any corporation owned or the majority of whose shares are owned or controlled by any of the foregoing entities, and any similar body or entity to any of the preceding entities. 9 Risk, Release and Indemnity 9.1 Risk The Exhibitor acknowledges that it uses the Exhibitor Space at the Exhibitor s sole risk. 9.2 Release The Exhibitor releases RASV and its Personnel, and Showgrounds Nominees Pty Ltd, to the full extent permitted by law from all demands, actions, claims, liabilities, loss, damage, cost or expense for or resulting from: the cancellation by RASV of all or any part of the Show, or postponement of the Show; the exercise by RASV of any of its rights provided for under this Agreement; any loss suffered by the Exhibitor due to the failure of supply of electricity or internet facilities; Exhibitor Agreement Royal Melbourne Show 2016 Page 13