SPONSORSHIP AGREEMENT

GENERAL TERMS & CONDITIONS

1. 1. 1. OVERVIEW

         1. The Event Organiser is organising an Event and the Sponsor wishes to sponsor the Event in order to promote the Sponsor’s products or services to the Event Organiser’s audience.

         2. This Sponsorship Agreement consists of these General Terms & Conditions (T&Cs) and the Schedule along with any subsequent Schedule as agreed between the parties from time to time (Agreement).

         3. This Agreement sets out the terms and conditions under which the Sponsor will provide the Event Organiser with Sponsorship for the Event in exchange for the Benefits. 

         4. If there are any inconsistencies between the T&Cs and the Schedule, the Schedule will prevail to the extent of the inconsistency.

         5. Any variation to the Schedule must be agreed upon in writing by all parties.

         6. The Agreement will start on the Commencement Date and continue for the Term, unless terminated prior to that date in accordance with these Terms.

         7. Each party acknowledges that they have read and understood the T&Cs and the Schedule prior to signing the Agreement, and have sought professional and/or legal advice should they require clarification on any aspect of the Agreement.

      2. OBLIGATIONS

         1. The Sponsor will:

            1. exercise the rights and pursue the opportunities granted under this Agreement in a manner consistent with the Event Organiser’s good name, goodwill, reputation and image;

            2. comply with any Brand Guidelines provided by the Event Organiser when utilising their Intellectual Property ensuring that all uses reflect positively on the Event Organiser;

            3. not act in any way that could potentially harm or damage the Event Organiser or their reputation; 

            4. maintain appropriate insurance coverage, including but not limited to public liability, professional indemnity insurance, with proof of such insurance available on request; and

            5. comply with all Applicable Laws, including any industry standards or guidelines, and conduct themselves in a professional and ethical manner during all events and activities related to this Agreement.

         2. The Event Organiser will:

            1. use their best endeavours to promote the Sponsor’s role in the Event;

            2. provide reasonable notice of any promotional activity they have planned in relation to the Event to allow sufficient time for collaboration and preparation;

            3. comply with any Brand Guidelines provided by the Sponsor when using their Intellectual Property ensuring that all representations are approved;

            4. ensure agreed publications (such as invitations, banners, signage, promotional products and merchandise) acknowledge the Sponsor’s role in the Event; 

            5. recognise, as agreed from time to time, the Sponsor’s promotional requirements and interests ensuring alignment with the Event’s marketing efforts;

            6. not act in any way that may offend or damage the Sponsor or their reputation; 

            7. acknowledge the tiered nature of sponsorships and ensure that the Benefits provided to the Sponsor are commensurate with their sponsorship level. The Event Organiser will ensure equitable treatment and opportunities within the same sponsorship tier, guaranteeing that sponsors receive benefits and recognition proportional to their contribution and agreed terms;

            8. not be held accountable for the Sponsor not achieving specific outcomes, whether positive or negative, as a direct or indirect result of the Sponsorship. The Event Organiser’s obligations under this Agreement are limited to providing the agreed-upon Benefits and opportunities within the scope of the Event, without guaranteeing any particular success or results for the Sponsor.

            9. have appropriate insurance in place for the Event; and

            10. comply with all Applicable Laws, including any industry standards or guidelines relevant to the Event.

         3. Each party acknowledges and agrees that:

            1. neither party is liable for any failure to carry out any obligation under this Agreement to the extent it is caused by the failure of the other party to comply with its obligations under the Agreement; and

            2. if delays occur for reasons beyond the parties’ control, such as due to a Force Majeure Event or the failure of third parties to meet their obligations, rendering the Key Dates in need of being rescheduled, the parties will use their best efforts to reschedule the Key Dates accordingly.

      3. FEES AND PAYMENT

         1. If applicable, The Event Organiser will issue the Sponsor with a tax invoice, or payment link with online tax invoice, for the Sponsorship Fee outlined in the Schedule, and the Sponsor will pay the Sponsorship Fee in accordance with the process set out in the Schedule and upon receipt of a valid tax invoice.  

         2. All amounts payable or other consideration provided in respect of amounts payable in relation to this Agreement are exclusive of GST unless otherwise stated. 

         3. All GST must be paid at the time any payment to which it relates is payable (provided a tax invoice has been issued).

         4. Payment Plans

            1. Payment plans accrue a 20% administration fee 

            2. Payments will be made monthly.

            3. Any missed payments may incur a late payment fee.

            4. WPWI has the right to terminate this agreement if payments are not received, no refunds will be provided if this is the case. 

      4. CANCELLATION

Cancellation by Event Organiser

1. If the Event is cancelled by the Event Organiser for any reason other than Force Majeure and the Event cannot be rescheduled, the Event Organiser agrees to repay the Sponsorship Fee within [14] days of the cancellation notice.

Cancellation due to Force Majeure

2. In the event of cancellation due to a Force Majeure event, the Sponsor acknowledges that the Event Organiser is not responsible for any damages or other claims resulting from a Force Majeure event. In such a case, the Event Organiser has the right to request a fair and reasonable extension of time to reschedule the Event.  Should rescheduling be possible, both parties agree to negotiate in good faith to apply the Sponsorship Fee and Benefits to the rescheduled Event.  

Cancellation by Sponsor

3. In the event that the Sponsor cancels their participation [45] days prior to the Event, the Event Organiser shall refund [50%] of the Sponsorship Fee paid by the Sponsor within [7] days of the cancellation notice.

4. Cancellation by the Sponsor within [45] days before the Event will result in forfeiture of the full Sponsorship Fees to cover fair and reasonable administrative costs incurred by the Event Organiser.  The Sponsor acknowledges that the retention of the Sponsorship Fee is fair and reasonable to cover the administrative costs associated with the late cancellation.  

5. The Event Organiser agrees to make reasonable efforts to mitigate the impact of the Sponsor’s cancellation by seeking a replacement sponsor.

6. Upon cancellation, the Event Organiser reserves the right to immediately revoke any Sponsorship Benefits previously granted, including, the use of the Event’s logo, branding or promotional materials.

5. MARKETING MATERIALS

   1. Within [14] days of the Commencement Date, the parties will collaboratively develop and agree to specific guidelines for promotional materials that feature or relate to the Sponsor’s involvement in the Event.  These guidelines will cover all advertising material, media releases and any content that directly involves the Sponsor’s branding or contributions for the Event (Guidelines). 

   2. Both parties agree to adhere to the Guidelines for any promotional material that specifically pertains to or features the Sponsor’s involvement in the Event.

   3. Before the Guidelines are approved, both parties must obtain written consent from each other prior to releasing any promotional material that directly relates to the Sponsor’s involvement. This requirement does not extend to the Event Organiser’s general promotional activities or content related to the Event or other sponsors that does not specifically feature or mention the Sponsor.

   4. Unless otherwise specified by mutual agreement, the party responsible for creating promotional materials for the Sponsorship is also responsible for covering the production costs associated with those materials.  This includes materials intended for public release that specifically feature the Sponsor’s brand, messaging or contributions to the Event.

6. INTELLECTUAL PROPERTY

   1. To the extent that a party is required to use any of the other party’s Intellectual Property (IP) for the purpose of performing their obligations under this Agreement, each party grants to the other a revocable, non-transferable, non-exclusive, royalty-free licence to use the other party’s IP for that sole purpose.

   2. The licence granted by each party to the other to use IP for the purpose set out in the Agreement is conditional on the recipient not sub-licensing, publishing, selling, or otherwise allowing it to be used by third parties, and also not modifying it in any way.

   3. The parties agree that:

      1. each party retains ownership of all IP Rights (including Moral Rights) in their IP; and

      2. unless otherwise expressly agreed in the Schedule, each party will retain the right to reproduce, publish and display their involvement in the Event together with reference to the other party in portfolios, on websites, and in galleries, design periodicals and other media (including social media) or exhibits for the sole purpose of recognition of their participation and collaboration in the Event; and

      3. all collaborators will retain the right to be credited with the authorship of any content created by them for the Event unless otherwise agreed in writing.

   4. Each party must obtain written consents from individuals who hold Moral Rights for any promotional materials they contribute under this Agreement. This ensures that the materials can be used in accordance with this Agreement and that the use of the materials by either party, its licensees, successors, or authorised individuals will not infringe anyone’s Moral Rights.

   5. The parties acknowledge that all Third Party Materials are the exclusive property of their respective owners and where Third Party Materials are required to perform the Sponsorship or otherwise required to be integrated into the Final Content then:

      1. the parties will agree and obtain a licence and any costs associated with obtaining a licence; and

      2. any costs associated for the use of Third Party Materials will be borne equally or as expressly provided for in the Schedule.

   6. This clause survives termination or expiry of this Agreement. 

 

7. TERMINATION AND POST TERMINATION OBLIGATIONS

Termination by either party (Breach and Force Majeure)

1. Either party may terminate the Agreement immediately if the other party:

   1. is unable to meet their obligations due to a Force Majeure Event for a period exceeding 30 days;

   2. commits a material breach of the Agreement, including a failure to pay the Sponsorship Fees when due or a failure to provide the agreed-upon Sponsorship Benefits, the non-breaching party shall provide written notice to the breaching party, detailing the breach and allowing a remedy period of 7 days from the date of notice. Failure to remedy within this period shall entitle the non-breaching party to terminate the Agreement immediately;

   3. commits a material breach of the Agreement that is not capable of remedy; or 

   4. enters liquidation or administration, or becomes insolvent or bankrupt.

Termination by Event Organiser

2. If the Sponsor engages in behaviour or conduct during any event or activity related to this Agreement that is in violation of the agreed-upon Code of Conduct or is materially detrimental to the Event Organiser’s interests, the Event Organiser reserves the right to terminate this Agreement with immediate effect. Examples of such behaviour include, but are not limited to, acts of violence, harassment, illegal activity, or behaviour that poses a significant risk to the safety or reputation of the Event, its participants, or the Event Organiser. In the event of immediate termination of this Agreement due to the Sponsor’s inappropriate behaviour or conduct detrimental to the Event Organiser’s interests during any event or activity related to this Agreement, the following consequences shall apply:

   1. The Sponsor may be subject to removal from the venue or Event premises, as determined by the Event Organiser or venue management.

   2. Any sponsorship Fees already paid shall be forfeited by the Sponsor and shall not be subject to a refund.

   3. The Sponsor shall have no claim, right, or entitlement to any unfulfilled Sponsorship Benefits, including but not limited to advertising space, promotional opportunities, or any other benefits outlined in this Agreement.

   4. The Event Organiser shall not be liable for any costs, expenses, or damages incurred by the Sponsor as a result of the termination.  This includes but is not limited to travel expenses, production costs, or any other prearranged or associated costs.

   5. The Event Organiser is under no obligations to provide any post-termination services, assistance, or support to the Sponsor, and all further rights or privileges under this Agreement are revoked.

Post Termination Obligations

3. If the Agreement is terminated:

   1. Subject to clause 7.3b) below, where the Agreement is terminated by the Event Organiser and the Sponsor has not received the Sponsorship Benefits, the Event Organiser will refund to the Sponsor the Sponsorship Fees;

   2. The obligation set out in clause 7.3a) above does not apply if termination is due to a breach by the Sponsor;

   3. each party must continue to maintain the confidentiality of any confidential information disclosed during the term of the Agreement and return or destroy (at the other party’s request) all Confidential Information of the other party; 

   4. any obligations to continue the Sponsorship will cease;

   5. each party agrees to immediately cease the use of the other party’s trademarks, logos, and other intellectual property. The Sponsor shall return or destroy (at the Event Organiser’s request) all materials containing the Event Organiser’s intellectual property. Any use of the Event Organiser’s intellectual property after the termination date must be approved in writing by the Event Organiser;

   6. each party agrees to return or destroy (as requested by the other party) any physical or digital property belonging to the other party within 30 days of termination. This includes, but is not limited to, promotional materials, equipment, and any other assets provided under the terms of this Agreement;

   7. the parties agree to settle any outstanding accounts within 30 days of the termination date. This includes the payment of any fees for services rendered or expenses incurred by either party up to the termination date that have not yet been paid.

8. WARRANTIES AND INDEMNITIES

   1. The parties warrant that they have full power, capacity and authority to enter into and perform their obligations under the Agreement.

   2. The Sponsorship and Benefits are provided on an “as is” basis, without representation, warranty or condition of any kind (either express or implied).

   3. Any express or implied warranty or condition relating to the Agreement or its subject matter that are not contained in the Agreement are excluded to the maximum extent permitted by law.

   4. Nothing in the Agreement excludes, restricts or modifies any condition, warranty, right or remedy implied or imposed by any law that cannot be lawfully excluded, restricted or modified.

   5. If any warranty or condition is implied into the Agreement and cannot be excluded, our liability is limited to resupplying our services involved in the Sponsorship or payment of the cost of having our services resupplied.

   6. Each party agrees to indemnify the other against any and all third party claims,  liability, actions, claims, demands, damages, costs or expenses (including reasonable legal expenses) incurred or suffered by the other party in connection with the Sponsorship, including any breach of the Agreement by the other party or any claim that the use or possession of any Intellectual Property infringes a third party’s Intellectual Property rights.

   7. The parties agree that:  

      1. neither party will be responsible, liable or held in breach of the Agreement for any failure to perform its obligations under the Agreement or otherwise, to the extent that the failure is directly caused by the other party failing to comply with its obligations under the Agreement or negligence or misconduct of the other party or its employees, agents, guests, personnel or contractors;   

      2. each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done by the other party under or in connection with the Agreement; and 

      3. in no event will either party be liable to the other party for any Consequential Loss. 

   8. Neither party will be liable to the other for any loss or damage suffered by a third party in connection with the Agreement.

   9. The liability of each party to the other party (including under indemnity) is mutually capped to the amount of $10,000, except for liabilities arising from claims of intellectual property infringement.  The cap on liability shall not apply to any claims for intellectual property infringement, for which the liable party shall be responsible for the full amount of any damages awarded.  The overall liability cap will be reduced to the extent that the other party’s acts or omissions contribute to or cause the liability. 

   10. This clause survives termination or expiry of this Agreement. 

9. CONFIDENTIALITY AND PRIVACY

   1. Each party agrees that, unless it has the prior written consent of the other party, it will:

      1. keep the Confidential Information of the other party confidential at all times;

      2. ensure that any person to whom Confidential Information is disclosed is aware of and complies with this clause; and

      3. where there is prior consent, inform the other party of any proposed disclosure, including the form of disclosure, within a reasonable timeframe.

   2. These obligations of confidentiality do not apply to any disclosure that:

      1. is for the purpose of performing the Agreement or exercising a party’s rights under the Agreement;

      2. is required by Applicable Law; or

      3. relates to Confidential Information that is publicly available through no fault of the receiving party, or was rightfully received from a third party without restriction and without the breach of any obligation of confidence.

   3. Any Confidential Information supplied to us that incorporates personal information will be dealt with in accordance with our Privacy Policy, which is available on our website. 

   4. This clause survives termination or expiry of this Agreement. 

10. MISCELLANEOUS

    1. Relationship of Parties

The relationship between the parties does not constitute that of a partnership, joint venture, agency or employer and employee. Nothing in this Agreement gives either party the authority to bind the other in any way, nor impose any fiduciary duties on the other party.

2. Non-Disparagement

Without limiting either party’s rights, each party agrees not to disparage the other or provide negative feedback in a public forum (such as social media or an online review platform) at any time during or following the Term. Where one party is dissatisfied, the issue must be dealt with in accordance with the provision of this Agreement relating to disputes. In the event that either party breaches this provision by engaging in disparagement or posting negative feedback in a public forum, the non-breaching party has two options:

1. The non-breaching party may initiate the dispute resolution process as outlined in clause 10.5 of this Agreement to resolve the matter amicably.

2. The non-breaching party may pursue legal action to seek remedies, including injunctive relief and damages, as allowed by applicable laws.

The choice between these options will be at the sole discretion of the non-breaching party.

3. Exclusivity

During the Sponsorship Period, the Event Organiser agrees to not promote, market or advertise a competitor of the Sponsor which sells products or services in the same or similar vertical as the Sponsor.

4. Conflict of Interest

Each party warrants that they are free to enter into this Agreement and that it shall not violate the terms of any other agreement between that party and a third party.

5. Disputes

Negotiation 

Should any dispute or disagreement arise during the Term of this Agreement, both parties agree to make a good-faith effort to resolve the matter amicably through direct negotiation. This initial step involves open communication and a sincere attempt to reach a mutually acceptable resolution.

Mediation 

If the dispute remains unresolved after the negotiation phase, both parties commit to participating in mediation within 30 days from the notice of the dispute. Mediation will take place in the state of New South Wales or any other mutually agreed-upon location. The parties will engage a qualified, neutral mediator to facilitate the mediation process.

Cost Sharing 

All costs associated with the mediation, including mediator fees and related expenses, will be shared equally between the parties unless otherwise agreed in writing.

Arbitration 

If mediation does not lead to a resolution or if both parties mutually agree to skip mediation, any unresolved dispute shall be submitted to binding arbitration in accordance with the rules of the relevant arbitration authority in the location the Event Organiser is based. The decision of the arbitrator(s) will be final and binding on both parties.

Legal Action 

Should either party resort to legal action to resolve the dispute, the prevailing party will be entitled to recover reasonable legal fees and related costs incurred in connection with such action from the non-prevailing party.

6. Notices

Where a party gives notice, it must be done in writing to the email address specified in the Schedule, or by post to the residential or business address specified in the Schedule. For email, the notice will be considered delivered on the date it was sent, unless a delivery failure notice was received. For registered or express post, the notice will be considered delivered within 5 Business Days of being sent.

7. Entire Agreement

This Agreement constitutes the entire agreement between the parties about the subject matter. It supersedes all previous agreements, understandings and negotiations, whether written or verbal. 

8. Governing Law

The formation, construction, performance and enforcement of the Terms will be in accordance with the laws in force in Queensland, Australia. The parties submit to the non-exclusive jurisdiction of the courts of that jurisdiction.

9. Execution and Counterparts

The Agreement will become binding when any one or more counterparts of a Schedule, individually or taken together, are signed by the parties. The Agreement may be executed by way of electronic signature, including by clicking “I consent” or similar. If the Agreement is executed in this way, it will be considered an original that has been properly executed.

10. Amendment or Variation

Any amendment or variation to the Agreement is not effective unless agreed by the Event Organiser and the Sponsor in writing. 

11. Validity

If any provision of the Agreement is held invalid or unenforceable, it will either be severed from the Agreement or replaced by a valid or enforceable provision. If applicable, any new provision will take effect immediately. All other provisions will remain in effect throughout. 

12. Assignment

Neither party is permitted to assign the Agreement or otherwise deal with any benefits or rights under it without the other party’s prior written consent (not to be unreasonably withheld).

13. Interpretation

All headings are for ease of reference and do not affect the interpretation of the Agreement. Words in the singular include the plural and vice versa, and references to “including” and similar words do not imply any limit.

2. DEFINITIONS

In the Agreement, the following terms have the stated meaning unless a contrary intention appears.

 

3. SCHEDULE

 

ACCEPTANCE OF TERMS

By ticking the ‘I agree to the terms and conditions’ button on the checkout page, the parties acknowledge that they have read, understood, and agree to comply with these terms and conditions which govern this Agreement and confirm the information contained in this Schedule is true and correct.