Sponsor/Exhibitor 

Full Event Terms & Conditions

Agreed terms

1. Defined terms and interpretation

1.1 Defined terms

In this Agreement, unless the context otherwise requires:

Business Day means any day other than a Saturday, Sunday or public holiday in Melbourne, Australia

Confidential Information includes all information of any kind or form provided by or on behalf of a party in connection with this agreement and ACAS(YEAR), but does

not include information which:

A was, at the time the information was provided, available to the general public;

B becomes, at a later date, available to the general public (other than as a result of a breach of this Agreement) and then only after the later date;

C the recipient can show (i) was in its possession before the information was provided by or on behalf of the disclosing party or (ii) was developed

independently by the recipient without reference to the information provided by or on behalf of the disclosing party; or

D was disclosed to the recipient on a non-confidential basis by a third party who has the lawful right to disclose the information to the recipient.

End Date means the date set out as end of event advertised.

Exclusive Product Category means the product category.

Fee means the fee set out in selection.

GST means goods and services tax chargeable under the Goods and Services Tax Act.

Intellectual Property includes copyright, all rights conferred under statute, common law or equity in relation to inventions (including patents), registered and

unregistered trade marks (including names, labels, get-up, colour schemes, logos, patterns or other identifying marks), registered and unregistered designs, circuit

layouts, proprietary and other software, Confidential Information, trade secrets, and all other rights resulting from intellectual activity in the industrial, scientific,

literary or artistic fields, together with all right, interest, or licence in or to any of the foregoing.

Sponsorship Benefits means the benefits set out in selection.

Status means the level of sponsorship status set out in selection.

1.2 Interpretation

In this Agreement, unless the context otherwise requires:

A references to clauses and schedules are references to clauses of and schedules to this Agreement;

B the headings to clauses shall be ignored in construing this Agreement;

C the plural includes the singular and vice versa;

D any party to this Agreement includes its successors and permitted assignees and transferees;

E a statute includes that statute as amended and includes any statute replacing that statute, and any regulations, orders in council and other

instruments issued or made under that statute;

F the word including and other similar words do not imply any limitation;

G a person includes any individual, firm, corporation, association of persons (corporate or not), trust, government department or municipal

H authority (in each case whether or not having separate legal personality);

I derivatives of any defined word or term shall have a corresponding meaning;

J a reference to any document or agreement includes a reference to any document or agreement as amended, novated or replaced;

a reference to a time of the day is to Australia AEST time; and

K an obligation not to do something includes an obligation not to suffer, permit or cause that thing to be done.

2. Term

This Agreement will commence on the date of this Agreement and will terminate on the End Date of the ACAS(YEAR) Event, unless terminated earlier in accordance with this Agreement.

3. ACASOCIETY’S obligations

3.1 Sponsorship Benefits

ACASOCIETY will provide:

A the Sponsorship Benefits;

B any services incidental to the Sponsorship Benefits; and

C a sponsorship liaison person to be available to the Sponsor.

3.2 Sponsor’s rights

ACASOCIETY grants to the Sponsor the right to use the Status with ACAS(YEAR) Logo for promotional and advertising purposes in connection with the Exclusive Product Category provided that whenever Sponsor refers to the ACAS(YEAR), it shall use the full name (AUSTRALASIAN CLEAR ALIGNER SYMPOSIUM (YEAR) (ACAS(YEAR)) without any modification, where reasonably practicable and except to the extent the parties agree otherwise.

3.3 Exclusivity

ACASOCIETY shall neither grant nor permit others to grant sponsorship or advertising rights or opportunities at the ACAS(YEAR) or in connection therewith to any third party who directly or indirectly engages, or plans to engage, in a business that is described in the Exclusive Product Category.

B ACASOCIETY and the Sponsor shall take all reasonable steps to oppose attempts by any person to give the public the impression that it has an official association with ACASOCIETY, Sponsor in circumstances where that person does not.

3.4 Warranties

ACASOCIETY warrants that:

A- It has the power and is entitled to grant to the Sponsor the rights contained in this Agreement;

B- it has not granted and will not grant any rights that are inconsistent with or will prevent or limit the rights of the Sponsor;

C- it has obtained (or will obtain) all necessary consents and approvals to enable it to perform its obligations and run the EVENT;

D- it will run the ACAS(YEAR) in a professional manner; and comply with all applicable laws, regulations and codes of practice relevant to ACASOCIETY

E- it will only use Sponsor’s name and/or logo, which includes Sponsor’s Intellectual Property, in the form provided and authorised by Sponsor and Sponsor’s Brand Guidelines, as updated from time to time, for the sole purposes of carrying out its obligations under this Agreement for the Term; and

F- ACAS(YEAR) and ancillary activities prior to, during, and after the EVENT will be managed in a manner that is consistent with promoting the good reputation, quality and goodwill of the Sponsor.

4. Sponsor’s obligations

4.1 General obligations

The Sponsor must:

A- pay ACASOCIETY the Fee on the date(s) set out in selection;

B- ensure that it has a sponsorship liaison person available to ACASOCIETY at all reasonable times;

C- subject to the terms of this Agreement, provide ACASOCIETY with the Sponsor’s logo:

- in a form suitable to be applied to all promotional and publicity material relevant to the sponsorship set out in this Agreement; and

- in accordance with ACASOCIETY’s timetable for production of the relevant promotional material and banners;

D- carry out its obligations under this Agreement in a professional manner that is consistent with enhancing the reputation of ACASOCIETY and ACAS(YEAR), and

E- comply with all laws and advertising codes of practice relevant to the Sponsor.

4.2 Costs of production, identifications, displays and hospitality

The Sponsor is responsible for meeting the costs of:

A production, delivery, placement, servicing and return of Sponsor’s advertising banners and any other identifications (including their display at the required locations);

B hospitality and catering for its own team (except where specified); and

C any additional tickets (additional to that outlined below) to the EVENT for its staff and guests.

4.3 Payment

Subject to this agreement, the Sponsor shall pay any costs owing to ACASOCIETY in accordance with Item 13. The Sponsor acknowledges that failure to pay such invoices on time and in full may be considered by ACASOCIETY to be a material breach of this Agreement and can result in cancellation of the agreement. If any payments under this agreement fall due on a non-business day, the Sponsor will not be in breach of this Agreement if the relevant payment is made on the first business day after the date on which the payment was due.

4.4 Sponsor’s name and logo

The Sponsor grants ACASOCIETY the non-exclusive, non-transferrable, royalty free right to use the Sponsor’s name and/or logo subject to the terms of this Agreement and ACASOCIETY obtaining the Sponsor’s prior written consent to material on which the Sponsor’s name and/or logo will be placed for the sole purpose of fulfilling its obligations under this Agreement during the Term.

4.5 Approvals

A In relation to any approval required to be given by a party under this Agreement (the Approver), the party that is seeking the approval shall

give the Approver not less than 10 Business Days written notice of its request for approval.

B does not respond to a request made under clause 4.5A by the expiry of the 10 Business Day notice period, the Approver shall be deemed to

have approved the request.

5. Cancellation of the ACAS(YEAR)

5.1 Total cancellation

A If for any reason whatsoever, (including cancellation due to Coronavirus), other than the deliberate action of the Sponsor, ACAS(YEAR) is cancelled in full, the Fee shall be reduced by 90% (covering any marketing costs) ACASOCIETY shall refund the difference within thirty days of the notice of cancellation. ACASOCIETY confirms that ACAS(YEAR) will not be moved online as a result of Coronavirus ad if ACAS(YEAR) cannot be held due to Coronavirus then ACAS(YEAR) will either be cancelled in accordance with clause 5.1 or postponed in accordance with clause 5.2.

B Cancellation may take place by ACASOCIETY

C Refer to 7.1 of this agreement

5.2 Postponement

A If for any reason whatsoever, other than the deliberate action of the Sponsor and/or ACAS(YEAR) is postponed to a future date, the Fee shall be held by ACASOCIETY.

B Postponement may take place by ACASOCIETY

C If postponement is required for ACAS(YEAR), the sponsorship will be transferred to the new date at no additional cost to the sponsor.

6. Termination

6.1 Immediate termination by ACASOCIETY

ACASOCIETY may terminate this Agreement with immediate effect by written notice if:

A the Sponsor materially breaches this Agreement, fails to pay the Fee, or is negligent in its performance of this Agreement, and does not rectify the situation within any time frame reasonably specified by ACASOCIETY in writing;

B the Sponsor enters into a composition with its creditors, is declared bankrupt, goes into liquidation, or a receiver, or a receiver and manager, or statutory manager is appointed in respect of it; or

C ACASOCIETY becomes aware of any circumstances in relation to the Sponsor which might, in the reasonable opinion of ACASOCIETY, damage the reputation of ACASOCIETY, its related companies and/or ACAS(YEAR).

6.2 Immediate termination by the Sponsor

The Sponsor may terminate this Agreement with immediate effect by written notice if:

A ACASOCIETY materially breaches this Agreement, or is negligent in its performance of this Agreement, and ACASOCIETY does not rectify the situation within a reasonable time specified by Sponsor in writing; or

B ACASOCIETY enters into a composition with its creditors, is declared bankrupt, goes into liquidation, or a receiver, or a receiver and manager, or statutory manager is appointed in respect of it.

C Sponsor becomes aware of any circumstance in relation to ACASOCIETY or ACAS(YEAR) which might, in the reasonable opinion of the Sponsor, damage the reputation of Sponsor and/or its related companies.

D The Sponsor forfeits any financial contribution made upon termination.

E The Sponsor remains liable for monies owed for the Sponsorship Agreement unless otherwise agreed with ACASOCIETY.

6.3 Effect of termination

On termination of this Agreement:

Each party will return all property that belongs to the other party, including, but not limited to the party’s promotional and publicity material; and ACASOCIETY and the Sponsor will cease using the rights granted to each party under this Agreement.

7. Event limitations

7.1 Event meeting limitations or restrictions

A ACASOCIETY shall act in accordance with local laws from municipalities, state and federal governing bodies regarding any limitations or restrictions in place at the time of the event.

B ACASOCIETY will not breach any such laws to maintain any event expectations and will suitably apply remedies should limitations apply to the face to face event.

C Where there is an event outside of ACASOCIETY reasonable control which effects ACASOCIETY delivery of event services including and act of Force Majeure (intervening event) ACASOCIETY will refund as per clause 5.1. ACASOCIETY shall not be held responsible for such events beyond its control should the event be required to be altered in any way that limits the event offering to The Sponsor.

8. Relationship of the parties

8.1 Independent contractor

The Sponsor is engaged by ACASOCIETY as an independent contractor and not as an employee, agent, partner or joint venturer.

8.2 Authority to act

Subject to this Agreement, except as expressly approved by the parties in writing, neither party will have authority to act for or incur any obligation on behalf of the other party, its related companies, and/or ACAS(YEAR) and will not make any representation of having such authority.

9. Confidentiality

9.1 Use of Confidential Information

Each party will use the Confidential Information solely for the purposes of this Agreement.

9.2 Confidentiality

Neither party will disclose the Confidential Information to any person, except:

A with the other party’s express prior written consent;

B to its officers, employees and advisers to the extent necessary for the purposes of this Agreement (provided that the disclosing party is wholly responsible for all acts and omissions of its officers, employees and advisers concerning any Confidential Information disclosed to them); or

C as required by law.

i This clause survives termination or expiration,

9.3 Return of Confidential Information

Each party will return to the other party or, at disclosing party’s option, destroy and confirm in writing the destruction of all records and copies of the Confidential Information held by the receiving party, its officers, employees or advisers (in any form) immediately on disclosing party’s request. This clause survives termination or expiration.

9.4 Security measures

Each party will at all times maintain adequate security measures to prevent the disclosing party’s Confidential Information being used or disclosed other than as permitted by this Agreement.

10. Liability and indemnity

10.1 Indemnity

The Sponsor will indemnify and hold ACASOCIETY harmless against all costs, losses, expenses, claims, actions, suits, judgments, damages, penalties, obligations or liabilities (properly sustained or incurred by it directly or indirectly) made by any third party in relation to, or in connection with, this Agreement.

ACASOCIETY will indemnify and hold the Sponsor harmless against all costs, losses, expenses, claims, actions, suits, judgments, damages, penalties, obligations or liabilities (properly sustained or incurred by it directly or indirectly) made by any third party in relation to, or in connection with, this Agreement.

Sponsors, total liability, if any, and ACASOCIETY’s exclusive remedy with respect to the Sponsorship or its performance of its obligations under this Agreement is, to the extent permitted by law, limited to an amount not exceeding the Sponsorship Fee stated in this Agreement. This limitation shall not apply to third party claims for bodily injury or death caused by Sponsor’s negligence.

11. General

11.1 Variations

ACASociety has the right to make changes without the sponsor consent. Any variation to this Agreement by the sponsor must be in writing and signed by both parties.

11.2 Assignment

Neither party may assign this Agreement or any rights or obligations under this Agreement, without the other party’s prior written consent.

11.3 No waiver

Neither party is deemed to have waived any right under this Agreement unless the waiver is in writing. A failure to exercise or delay in exercising any right will not operate as a waiver of that right. Any such waiver will not constitute a waiver of any subsequent or continuing right or of any other provision of this Agreement.

11.4 Costs

Each party will bear its own costs in relation to the preparation of this Agreement.

11.5 Dispute resolution

A A party must be appointed by ACASCOIETY and will be engaged for any mediation required, as soon as reasonably practicable, and give the

other party notice of any dispute arising under or in connection with this agreement.

B If the parties fail to resolve the dispute by negotiation within 10 Business Days of a notice the parties will try to settle the dispute by mediation.

Either party may initiate further mediation by giving written notice to the other party.

11.6 Notices

Any notice required to be given by either party under this Agreement must be in writing and sent to the other party’s address. A notice is deemed to have been received by the other party:

A if delivered personally, when delivered;

B if posted, three Business Days after the day of posting;

C if emailed, at the time the sender receives an acknowledgement of receipt of delivery from the other party’s email address or (if earlier) at the end of two Business Days after the day the email was sent, unless a notice of non-delivery is received by the sender, provided that if any communication is received after 5.00pm on a Business Day or on a day which is not a Business Day, it will be deemed to have been received on the next Business Day.

12. Breakout Rooms

The sponsor may purchase a breakout room package as offered in the Sponsor Prospectus.

All activities being conducted in the breakout rooms require the approval of the ACAS board to ensure brand is maintained of the event and ACASociety purpose.

Sponsors are required to work in conjunction with the ACAS board & team to arrange the schedule for the overall event planning prior to 3 months before the event date.

Breakout rooms are offered exclusively to the sponsor and their sponsored company and may not be sub-let or resold without prior approval.

ACASociety bears no responsibility to ensure the breakout rooms attendance expectations are met.

13. Fee

The Sponsor shall pay as per this agreement;

Three installments as advertised equalling AU 100% ex GST

ACASOCIETY will send the Sponsor a valid tax invoice for the Sponsorship Fee (and for any additional relevant and reasonable costs referred to in this Agreement).

Unless otherwise instructed by ACASOCIETY, the Sponsor shall transfer the amounts invoiced on or before the dates referred to above to the following bank account;

Name: ACASociety BSB: 033-157 Account number: 640621

If the invoiced amount is not credited to ACASOCIETY’s account on the relevant date, then the Sponsor may be liable for interest on arrears at the rate of twelve per cent 12%p.a. for the period from the relevant date till the date the funds are received by ACASOCIETY.

•  Exclusive Product Category

– Nil

•  Sponsorship Benefits

- As per selected via https://www.acasociety.org/eventhub or the form completed below.

•  Additional agreement

- Nil