By submitting your Application Form, the Applicant will be bound by all of the terms and conditions set out in this Application Form, together with our Stallholder Standard Terms (the “Agreement”) as set out below.
WINE ISLAND
STANDARD TERMS FOR STALLHOLDERS
1. Acceptance of these Standard Terms
The Agreement comprises these Standard Terms, together with the terms and conditions set out in the Application Form. These Standard Terms will prevail to the extent of any inconsistency with the Application Form.
2. Agreement subject to acceptance by Black Betty Productions Pty Ltd
This Agreement is not binding on either party unless and until we notify you in writing that we have accepted your Application Form.
3. Stall-Hire Fee
You must pay to us the Stall-Hire Fee within 14 days of receiving from us an invoice for the Stall-Hire Fee.
4. Our obligations
Subject to your payment of the Stall-Hire Fee and your compliance with this Agreement, we will make available your Stall to you at the Event and will provide you with the Equipment.
5. Your obligations
You must, and must procure that your employees, contractors, representatives and agents:
(a) deliver Stallholder Deliverables;
(b obtain and comply with all consents, approvals, authorities, permits and licences as may be required to operate the Stall and participate in the Event, and produce at our request copies of all such consents, approvals, authorities, permits and licences;
(c) have the relevant qualifications and certifications as may be required to operate the Stall and participate in the Event, including but not limited to food safety and handling certification and any responsible service of alcohol qualifications;
(d) comply with all Laws in connection with operating the Stall and participating in the Event;
(e) comply with all reasonable directions given by us (including but not limited to directions given by Security, NSW National Parks & Wildlife Service, Police and other Stakeholders);
(f) comply with all of our policies and rules relating to the Event;
(g) provide in a timely manner all information requested by us in the Application or otherwise in connection with the Event or the Application; and
(h) not disparage or otherwise make any unfavorable statements or comments regarding us, either directly or by implication, verbally or in writing.
6. Methods of sales at the Event
(a) You must offer your product as Tastings to ticketholders at the Event as set out in the Application Form or as otherwise directed by us.
(b) You must only accept payment for your goods and services at the Event by using our cashless point of sales system as notified by us. You must not accept payments using any other method of payment, such as cash, debit and credit card or cheque.
(c) Subject to your payment of the Stall-Hire Fee and your compliance with this Agreement, after the Event we will remit to you by transfer to your nominated bank account, less 2% service charge on revenue to cover credit card fees on top ups:
(i) the amount of all sales of your product at the Event processed by you and collected by us through our cashless point of sales system, except for the GA & VIP Tasting Entitlements.
(d) You must not offer for sale (or sell or otherwise provide) to any person at the Event your alcoholic products:
(ii) in volumes of greater than 30ml for Tastings or 150ml for individual glasses; or
(iii) in whole units (for example, as full bottles, full cans or cases of full bottles or cans), in any manner that we consider in our absolute discretion would allow or encourage the person to consume the alcoholic product at the location of the Event or otherwise in our absolute discretion, including but not limited to the sale or supply of opened bottles or cans of alcohol, the sale or supply of chilled bottles, cans or cases, permitting the collection of bottles, cans or cases prior to the final 30 minutes of the scheduled closing time of each session of the Event, or the sale or supply of product that are not bagged and sealed with tape.
(e) If you breach clause 6(d) above or otherwise contravene any of our reasonable directions, policies, rules, or terms of this Agreement we may terminate this Agreement (and close your Stall) without notice to you, without prejudice to any other remedy or rights we have under this Agreement or at law. We will have no liability whatsoever to you, and you will not make any claim for compensation of any nature against us, as a result of us exercising such right of termination.
7. Damage and destruction
(a) You must obtain and maintain Public & Products Liability Insurance (to a minimum of $20,000,000.00 per claim) and Workers Compensation Insurance (as required by law) and produce at our request copies of all such policies.
(b) You will not engage in any activities that would reasonably be expected to cause damage, loss or injury to any person or property at the Event.
(c) You will not make any alterations to the Stall without our prior written consent.
(d) You will be solely liable for any loss or damage caused by or during the construction, establishment, operation dismantling or removal of your property or any other element of your exhibit from the Event.
(e) You must immediately notify us of any defects, dangers or damage to any property or person relating to the Event, and, at our direction, repair, rectify or reinstate any such loss or damage immediately so that the damaged property is repaired, rectified or reinstated to its pre-existing condition.
(f) You will at all times cooperate with any site inspections of your Stall.
(g) You must not invite or permit any other person (other than your approved representatives) to share or use your Stall without obtaining our prior written consent.
8. Promotional materials
(a) You will ensure that all materials on display at your Stall are of an acceptable quality to us and in accordance with our reasonable instructions. We may inspect your Stall and reasonably request alterations to, or the removal of, any materials on display at your Stall at your cost.
(b) You must not display any advertising materials (such as banners) or other obstructions outside of the boundaries of your Stall.
(c) You grant to us an irrevocable, perpetual, irrevocable, worldwide, assignable, sub-licensable, all-media licence to produce, communicate and exhibit all marketing and promotional materials you provide to us in the context of the Event.
9. Confidentiality
You will keep confidential the terms of this Agreement and any information that is not already available to the public regarding the Event other than by your breach, subject to our prior written approval. This clause 9 survives termination of this Agreement.
10. Change of location, cancellation and postponement of the Event by us.
We may, for any reason in our sole discretion, move the Event to another location or cancel or postpone the Event or part of the Event. If we do so, we may terminate this Agreement and you will not make any claim against us of any nature, except that if we move, cancel, or postpone the Event due to inclement weather, we may in our absolute discretion determine to give you a refund of part of the Stall-Hire Fee, the amount of which is to be determined by us in our absolute discretion.
11. Cancellation by you
You may cancel your occupation of your Stall at any time by giving us notice in writing. If we receive your cancellation 30 days or more prior to the Event, you will be entitled to a refund of 50% the Stall-Hire Fee received by us, on your written request. If we receive your cancellation less than 30 days prior to Event, you will not be entitled to any refund of any Stall-Hire Fees.
12. We can terminate this Agreement for your breach
We can immediately terminate this Agreement if you breach this Agreement and will not be liable to any loss of income etc.
13. Your indemnity
You hereby indemnify us, our employees, contractors, representatives and agents (the Indemnified) from and against all claims, costs, damages, expenses or liabilities (including without limitation, legal fees and any sums paid on the advice of counsel) incurred by the Indemnified arising from or in connection with:
(a) your breach of this Agreement;
(b) damage or loss to property caused by you; and
(c) any infringement of any third party rights (including intellectual property rights), including in any materials provided to us under clause 8(c).
This clause 13 survives termination of this Agreement.
14. Our liability
To the maximum extent permitted by law:
(a) we will have no liability whatsoever to you:
(i) without limiting anything else in this Agreement, in connection with poor crowd attendance, inclement weather or poor trading at the Event;
(ii) to the extent that our performance is delayed or unable to be provided as a result of any Force Majeure Event, war, terrorism, fire, earthquake, sickness, accident, civil commotion, act of government or any other cause wholly beyond our control;
(iii) as a result of us exercising our right of termination under clause 6(c) of this Agreement; or
(iv) as otherwise set out in this Agreement;
(b) subject to clause 15, we exclude all conditions, warranties, statements, assurances and representations in relation to the Event or any other goods or services provided by us to you, whether express or implied (and including without limitation, those implied by statute, custom, law or otherwise);
(c) subject to clause 15, our cumulative liability to you for all claims made by you under or in relation to this Agreement will not exceed in aggregate the Stall-Hire Fee actually paid by you to us;
(d) without limiting anything else in this Agreement, neither us nor any of our directors, officers, employees, or related bodies corporate will be liable to you in respect of any claim for any loss of profit, opportunity, goodwill or business, for interruption to business, for any failure to realise anticipated savings or for any consequential, indirect, special, punitive or incidental damages; and
(e) without limiting anything else in this Agreement, we will not be liable to you (or your representatives) in respect of any damage, harm or loss arising from any damage, deterioration, spoilage or loss by way of theft or otherwise (including negligence) of any property belonging to you, including while it is in our possession, and you will remain solely responsible for the safe keeping and storage of such property.
This clause 14 survives termination of this Agreement.
15. Statutory Provisions
Certain legislation may imply warranties or conditions, impose obligations or give statutory guarantees (together, Statutory Provisions) which cannot be excluded, restricted or modified, except to a limited extent. These Standard Terms must be read subject to the Statutory Provisions. If the Statutory Provisions apply, notwithstanding any other provision of these Standard Terms, to the extent to which we are entitled to do so, we limit our liability in respect of any claim to, at our option: (i) the supply of the services again; or (ii) the payment of the cost of having the services supplied again.
16. Authority to bind
The Authorised Representative warrants that he or she has the authority to bind you to the terms of this Agreement.
17. Definitions
In this Agreement:
(a) Agreement means the agreement between us and you, formed in accordance with clause 2 of these Standard Terms.
(b) Application Form means the application form to which these Standard Terms are attached.
(c) Authorised Representative means the person who submits the Application Form to us and agrees to the Agreement on your behalf.
(d) Equipment means the equipment and services to be provided by us that are described in the Application Form.
(e) Event means the Wine Island event produced by us, to be held at the time and at the place set out in the Application Form, or as otherwise notified by us from time to time in accordance with clause 10 of this Agreement.
(f) “Force Majeure Event” means any event beyond the reasonable control of either party, including, acts or declarations of war, terrorism or other hostility, inclement weather (including hail, lightening, high winds, extreme heat or cold), fire, pandemic (including any cancellation as a result of circumstances relating to or arising out of the outbreak of coronavirus), any government order, act or order of riot or civil commotion in, around, or near the Event venue, lockout or strike, earthquake.
(g) GA & VIP Tasting Entitlement means the entitlement of ticketholders who hold “GA” level tickets to receive six complimentary tastings, as recorded on our cashless point of sales system or entitlement of ticketholders who hold “VIP” level tickets to receive ten complimentary tastings, as recorded on our cashless point of sales system.
(h) Laws means all applicable laws (including Work Health and Safety Legislation), by-laws, regulations, codes, guidelines, policies, protocols, consents, approvals, authorities, permits and licences, and any requirements or directions given by any person with the authority to bind the relevant party in connection with this Agreement, including by not limited to all rules and regulations of New South Wales and Work Health and Safety Legislation.
(j) Stall-Hire Fee means the fee set out in the Application Form.
(k) Standard Terms means these standard terms.
(l) Tastings means the sale of your product as 30ml “tastings” to ticketholders, as recorded on our cashless point of sales system. This excludes the GA & VIP Tasting Entitlements.
(m) We or us means Black Betty Productions Pty Ltd (ABN 31 603 135 182).
(n) Stall means the stall at the Event for use by you, at such location and such size as notified to you in our absolute discretion.
(o) Work Health and Safety Legislation means all work health and safety legislation, including that legislation which is applicable in the place in which the Event is to be held.
(p) You means the entity named in the Application Form.
(q) Stallholder Deliverables means the deliverables to be supplied by you as set out in the Application Form.
18. General
(a) This agreement is governed by the laws of New South Wales, and the parties submit to the non-exclusive jurisdiction of the courts of that State.
(b) If any provision of these Standard Terms is held to be invalid or unenforceable for any reason, it will be severed and will not affect the remaining provisions.
(c) These Standard Terms do not create a relationship of employment, trust, agency or partnership between the parties.
(d) You agree to do all things and execute all documents as reasonably required to give full effect to the terms of this Agreement and to ensure all provisions of this Agreement are observed and performed.
(e) This Agreement contains the entire understanding between the parties, and supersedes all discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
(f) No terms or provisions in this Agreement will be deemed waived and no breach excused unless such waiver or consent is in writing and signed by the party against whom the waiver or consent is asserted.
(g) You must not assign, transfer or otherwise deal with all or any of your rights or obligations under this Agreement without our prior written consent.
(h) This Agreement may be executed in any number of counterparts and all such counterparts together constitute one instrument. Each party consents to the other party executing its counterpart by electronic signature.