Terms of Trade

1. General

(a) The Definitions in Clauses 15 and 16 of this Agreement define some of the terms used in the Agreement; and set out some of the rules of interpretation that apply to its construction.

(b) This Agreement refers to, and incorporates by reference the terms of the Proposal executed by the Customer at the commencement of the Services. Words capitalised in the Proposal will have the same meaning as they have in this Agreement. If there is any conflict between the terms of the Proposal and the terms of this Agreement then the terms of this Agreement will prevail.

(c) Despite the immediately preceding sub-clause of this clause 1, the presumption of precedence in favour of this Agreement over the Proposal is reversed with respect to the clauses (if any) set out in the “Special Conditions” section of the Proposal.

(d) The terms and conditions of this Agreement apply to the provision of Services and Deliverables by

Events Asia to the Customer.

2. Services & Deliverable

(a) Events Asia will provide Customer with a written Proposal of, among other things, its methodology, materials and proposed charges in respect of the Services requested by the Customer. In order for Events Asia to provide the Services, the Customer must first notify Events Asia in writing that Customer accepts the Proposal.

(b) The provision of Services is subject to availability. If at the time of receiving the written notice from Customer under sub-clause (a) above Events Asia is not in a position to provide the Services requested, then Events Asia will be under no obligation to provide those Services and may elect to provide Customer with only some of the Services requested. If Customer indicates that it wishes to acquire those part Services, then Events Asia will provide Customer with a revised Proposal for the Services.

(c) If Events Asia confirms that it is able to provide the Services requested, it will confirm the Proposal. Once the Proposal is confirmed and accepted, Events Asia shall perform the Services and deliver the Deliverables to the Customer substantially following and using the methodology and materials described in the Proposal on the terms and conditions of this Agreement, provided that Events Asia shall have the right to determine the method, details and means, including staffing arrangement, of performing the Services for the Customer taking into account the operational environment. The Proposal together with these terms and conditions will comprise the agreement between Events Asia and Customer.

(d) If Events Asia does not receive a written notice from Customer as required in Sub-clause (a) above within five (5) working days after the date of the Proposal, then the charges and service scope set out in the Proposal are subject to change.

(e) Any quote or cost proposal, which is not set out in the Proposal, is provided by Events Asia as a guide to Events Asia charges only and is not binding on Events Asia.

(f) Any cost quotation or estimate given by Events Asia is an invitation to the Customer to make an offer only and no order of the Customer placed with Events Asia pursuant to a quotation or estimate or otherwise shall be binding on Events Asia unless, and until, it is explicitly accepted by Events Asia.

(g) Events Asia reserves the right to levy an Outside Ordinary Hours Charge at the rate applicable to the nature, scope and manner of performance of Services to be performed.

 

(h) Events Asia must use reasonable endeavours to adhere to the Development Stages.

 

(i) The Customer shall have no remedy against Events Asia in relation to delayed completion of Services where such delay or failure is the direct or indirect result of any act or omission of the Customer or its agent or a breach by the Customer of its agent of this Agreement.

 

(j) If, (i) with the agreement of Events Asia, the Customer varies the terms of the Services or the timing of the Development Stages or any other element in the Proposal; or (ii) without agreement; or (iii) Events Asia is unable to adhere to any Development Stage as a direct or indirect result of an act or omission of the Customer or its agent or as a direct or indirect result of a breach by the Customer or its agent of this Agreement; then Events Asia may make an Additional Charge for time, overtime, travel, materials or resource rationalisation resulting directly or indirectly therefrom.

 

(k) If the act, omission or breach referred to in Sub-clause (j)(iii) causes delay exceeding thirty (30) days beyond the date of the final Deliverable, Events Asia may terminate this Agreement, whereupon it may pursue such remedies as may be available under this Agreement or at law.

3. Acceptance of Services & Deliverables

(a) The Customer will be deemed to have accepted performance of a Service or delivery of a Deliverable when a period of seven (7) days has elapsed since performance of the Services in question and supply of that Deliverable to the Customer and the Customer has either:

(i) confirmed its acceptance of the Deliverable; or

(ii) has failed to demonstrate to Events Asia in writing the nature of any discrepancies between the Deliverable as described in the Proposal and the Deliverable delivered to the Customer.

(b) Where the Customer demonstrates that a Deliverable fails to comply with the description in the Proposal, Events Asia must use reasonable endeavours to modify the Deliverable so that it substantially complies with the Proposal.

(c) All drawings, drafts, works and designs presented prior to the Completion Date are artists’ interpretations and are for illustrations and visualising purposes only. Final works may vary on Completion Date.

(d) Customer is allowed for a single (1) non-substantial revision of all multimedia and/or video productions and two (2) minor revisions of all design works without any Additional Charges, provided that any substantial change to the concept, nature, scope, design or substance of the productions or works as aforesaid shall be treated as a new piece of assignment and Customer shall pay Events Asia Additional Charges for all such revisions and Events Asia’s review of any additional materials in support of such revisions.

4. Customer’s Obligations and Liabilities

(a) The Customer must provide any assistance to Events Asia that is reasonably necessary for Events Asia to perform the Services. Any failure or delay by Events Asia to provide the Services or Deliverables to Customer due to the failure of Customer to provide such assistance shall not be considered as a breach of this Agreement by Events Asia.

(b) The Customer shall, in addition to any other obligations expressed in this Agreement, have the following responsibilities:

(i) provision of all Customer Materials to be used in the performance of the Services;

(ii) provision of any other information, ideas or suggestions, which are to be expressly considered by Events Asia in performing the Services.

(c) The Customer must ensure Events Asia is given such information, facilities, services and accessories as Events Asia requires to enable Events Asia to comply with its obligations under this Agreement.

(d) Events Asia will not be responsible for any deficiency or alleged deficiency in the performance of the Services or Deliverables which is attributable to incorrect information provided by the Customer, or failure by the Customer to provide relevant information, either pursuant to this clause or otherwise.

(e) The Customer undertakes to ensure that any material or information (including Customer Materials) provided to Events Asia for inclusion in the Deliverable:

(i) does not infringe the Intellectual Property Rights of any person;

(ii) is not obscene, offensive, upsetting, defamatory, personally offensive or in any way unsuitable for minors; and

(iii) does not comprise and cannot be used for any purpose or activity of an illegal, fraudulent or defamatory nature.

(f) Customer shall give credit to Events Asia on all Deliverables, their packaging, brochures, and all advertising or promotional materials, including but not limited to printed publications.

(g) Customer acknowledges that in requesting the Services from Events Asia, Customer is not relying upon any representation, promise or undertaking made by or on behalf of Events Asia, whether orally or in writing, (including, but not limited to, in relation to Customer’s requirements) unless that representation, promise or undertaking is expressly given in writing in this Agreement.

(h) Customer warrants that it is entitled and authorised to enter into and perform its obligations under this Agreement. Where a person enters into this Agreement in their capacity as Customer’s agent, both Customer and the agent agree that their obligations under this Agreement (including, but not limited to, payment of the Charges) bind both Customer and the agent jointly and severally.

5. Payment

(a) The Customer must pay the Charges at the rate and in the manner specified in the Proposal. The Charges are exclusive of taxes, duties and charges and stamp duties imposed or levied in the Territory or outside of the Territory in respect of this Agreement and each transaction effected by or made under this Agreement. Customer shall indemnify Events Asia against any liability arising from Customer ‘s failure to make such payment.

 

(b) If Customer requests for Additional Services ,Events Asia may impose Additional Charges for such Additional Services.

(c) If the Customer disputes the whole or any portion of the amount claimed in an invoice submitted by Events Asia, the Customer must pay the portion of the amount stated in the invoice which is not in dispute and shall notify Events Asia in writing (within seven days of receipt of the invoice) of the reasons for disputing the remainder of the invoice.

(d) If Events Asia does not receive payment within seven (7) days of invoice it may, in addition to any other remedies available to it at law or under this Agreement, and without liability to the Customer:

(i) withdraw a Deliverable from publication (if relevant) until such time as all due monies outstanding have been received; and

(ii) charge interest on outstanding sums due at the rate of 2% per month or such other maximum interest rate as is allowed under applicable law, whichever is lower, such interest to apply from the time the payment was due until it is paid in full, together with any legal expenses incurred by Events Asia (on a fully indemnity basis) in relation to recovering the outstanding amounts.

(e) The Intellectual Property Rights in any Deliverable shall remain with Events Asia until Events Asia has received all payments due under this Agreement.

(f) Subject to Sub-Clause (g) below, if Customer has an approved account with Events Asia with available credit then Customer must pay the total amount of the invoice for the Services (and any Additional Services) within thirty (30) days after the date of that invoice.

 

(g) If Customer does not have an account with Events Asia with available credit, then Customer must pay to Events Asia (in cleared funds) in scheduled payments as set in Sub-Clause (n) below, with the full amount equal to all Charges to be paid at least ten (10) working days prior to the Completion Date (“Prepayment”). Any Prepayment will be applied against the invoice Events Asia raise for the Services. In addition:

(i) if Customer does not pay the Charges in accordance with this clause Events Asia may, in Events Asia’s absolute discretion, elect not to provide the Services to Customer. If Events Asia does elect to provide the Services to Customer, Events Asia will invoice Customer for the Services and that invoice must be paid immediately; and

(ii) if, after Customer has made a Prepayment, Customer requires Events Asia to provide Additional Services, then Events Asia will invoice Customer for the Additional Charges and that invoice must be paid immediately.

(h) If Events Asia provides Additional Services to Customer, then any reference to "Services" in this Agreement includes a reference to "Additional Services" and any reference to "Charges" includes a reference to "Additional Charges" as appropriate.

(i) If Customer wishes to establish a credit account, Customer must submit a credit application to Events Asia at least forty (40) working days prior to the Completion Date. Events Asia will assess Customer’s application for a credit account and advise Customer in writing if Customer’s

application is accepted. Acceptance of Customer’s application for a credit account is at Events Asia’s absolute discretion.

(j) Irrespective of whether Customer holds an account with Events Asia, Events Asia may, in Events Asia’s absolute discretion, require Customer to pay some or all of the Charges, including, but not limited to, those Charges relating to manufactured items, production charges, venue charges, creative development and direction charges, and entertainment charges) prior to Events Asia’s provision of the Services. Such payment, if requested, will be applied against the invoice Events Asia raise for the Services. If Customer does not pay the Charges in accordance with this Clause 5, Events Asia may, in Events Asia’s absolute discretion, elect not to provide the Services to Customer.

 

(k) All payments are to be made in the currency specified within the service agreement via an electronic funds transfer to an account of Events Asia’s choosing as detailed on the invoice raised.

(l) Events Asia do not issue account statements.

(m) If Customer makes any payment by credit card with prior approval of Events Asia, Events Asia reserves the right to levy a surcharge to recoup the cost of the merchant service fee Events Asia incurs. The surcharge will be calculated as follows:

(i) Visa payments attract a surcharge at an additional 5% of the total payment amount due;

(ii) Events Asia do not accept Mastercard, American Express, Diners Club, Discover, or JCB.

 

(n) Events Asia’s standard payment schedule is based on three staged payments;

(i) On acceptance of the Proposal and appointment of Events Asia as the provider of the Services, an immediate non-refundable confirmation payment of 50% of total value of the Charges is required in cleared funds.

(ii) A second payment of 40% of the total value of the Charges is required in cleared funds no later than ten (10) working days or two (2) full weeks prior to the event Completion Date, whichever is earlier.

(iii) Final payment of all outstanding fees and any Additional Service Charges payable hereunder are required in cleared funds no later than five (5) working days after Completion Date.

(o) Events Asia reserves the right to adjust the weighting of the percentage payments in accordance with the scope of the project dictated by variables such as time, complexity, and resources required. 

 

(p) Any Additional Service Charges incurred by Events Asia for Additional Services requested by Customer following the final scheduled payment will be invoiced by Events Asia for immediate full payment at the time of performance of the Additional Services or upon receipt of Customer’s request.

(q) The exception to this payment schedule applies in regard to pitch services where Events Asia are engaged to develop and design a creative, strategic and or tactical solutions proposal on behalf of a third party agency. In such circumstances, the payment schedule is 100% non-refundable upfront payment prior to such services being undertaken.

(r) Any failure to pay in full any of the scheduled payments in cleared funds by close of business on stated invoice payment due date, may be considered by Events Asia as a breach of the Agreement and trigger at Events Asia’s discretion the termination of this Agreement as provided in Clause 9.

(s) Where postponement of an event or completion of the Services is agreed by Events Asia, Customer shall, if required by Events Asia, pay all costs and expenses caused by such postponement. In addition Customer hereby agrees to pay for any pre-booked and prepaid services, products and facilities where refunds are not due. If performance of the Agreement is suspended at the request of or delayed through default of Customer including (without prejudice to the generality of the foregoing) lack of, incomplete or incorrect instructions Events Asia shall

be entitled to payment at the full Agreement rate for Services already performed and any other additional costs incurred.

 

(t) If the date of an event or date for delivery of commissioned elements is changed, then any deposit received by Events Asia or work carried out will where reasonably practicable be applied to the deferred event, at Events Asia’s discretion.

 

(u) If Customer has given Events Asia notice to accept the Proposal, then Customer must advise Events Asia in writing in advance if Customer subsequently decides to cancel the Services. In these circumstances, a cancellation charge equal to a percentage of the outstanding Charges must be paid by Customer before the Services can be validly cancelled, calculated as follows:

(i) less than forty-six (46) working days before the Completion Date and time, 25% of the outstanding Charges; and all scheduled pre- payments already made are non-refundable and forfeited;

(ii) less than thirty (30) working days before the Completion Date and time, 50% of the outstanding Charges; and all scheduled pre- payments already made are non-refundable and forfeited;

(iii) less than fourteen (14) working days before the Completion Date and time, 100% of the outstanding Charges, and all pre-payments are non-refundable and forfeited (collectively, “Cancellation Charge”).

(v) In addition to the Cancellation Charge, Customer must reimburse Events Asia for any costs incurred by it in preparation for the provision of the Services including, but not limited to, the cost of manufactured items, production charges, venue charges, creative development, direction and development charges, and entertainment charges where such costs have not already been paid to Events Asia in accordance with this Clause 5.

6. Customer’s Materials

(a) Customer’s Materials delivered to Events Asia will be held by Events Asia at the risk of the Customer.

(b) Subject to sub-clause (c) of this clause 6, upon completion of the Services and receipt by Events Asia of payment in full of the Charges and any other money due under this Agreement, Events Asia will notify the Customer that its materials are available for collection (“Collection Notice”) and such materials must be collected by the Customer within seven (7) days of the date of the Collection Notice.

(c) If Events Asia is required to store Customer Materials for greater than seven (7) days after:

(i) delivery of a Collection Notice; or

(ii) payment of Charges is due, Events Asia will be entitled to recover from the Customer any costs of storage of the Customer Materials prior to collection by the Customer of the Customer Materials.

(d) Customer agrees to grant Events Asia and any other parties authorised by Events Asia the permission and the right to use the Customer Materials and to name Events Asia’s association with the event and commissioning client, in any and all of its publications and in any and all other media, whether now known or hereafter existing, that is controlled by Events Asia. Customer acknowledges that the intended use of any Events Asia publication, either external or internal, is for marketing or a public relations nature, such as advertisements, newsletters, brochures, promotional items, presentations, training materials and/or other such material including portfolio use by contractors and partners.

 

(e) Customer shall not make any monetary or other claim against Events Asia for the use of the Customer Materials.

7. Confidential Information

(a) A Party must not, without the prior written approval of the other Party, disclose the other Party's Confidential Information.

(b) A Party shall not be in breach of sub-clause (a) in circumstances where it is legally compelled to disclose the other Party's Confidential Information. The Party that is under the legal obligation to make disclosure shall promptly notify the other Party of any such requirement and shall disclose no more that the portion of the Confidential Information that is legally required to be disclosed.

(c) Each Party must take all reasonable steps to ensure that its employees and agents, and any subcontractors engaged for the purposes of this Agreement, do not make public or disclose the other Party s Confidential Information. Each Party shall be liable for any breach of this Agreement by its employees and agents.

(d) This clause shall survive the termination of this Agreement.

e) The information provided by Customer to Events Asia may contain Customer’s personal information. The purpose for which the information is collected is to enable Events Asia to consider Customer’s information, provide the Services and protect Events Asia’s interests and Customer consent to Events Asia collecting the information for these purposes.

(f) Customer is generally entitled to gain access to the information. Events Asia may disclose this information to a credit agency. If Customer does not provide personal information to Events Asia, Events Asia will not be able to assess Customer’s applications and provide the Services. Customer agrees that, in order to assess Customer’s application and manage Customer’s account, Events Asia may give personal information about Customer to a credit reporting agency including details of Customer’s identity, Customer’s application and the status of Customer’s account. Customer agrees that Events Asia may exchange information about Customer with credit providers named in this credit application, or named in a credit report issued by a credit reporting agency, any information about Customer’s credit arrangements, including information about Customer’s credit worthiness, credit standing, credit history or credit capacity that credit providers are

allowed to exchange under applicable laws.

 

(g) Customer agrees that Events Asia may use this information to assess an application by Customer for credit, notify other credit providers of a default by Customer under this Agreement or to assess Customer’s credit worthiness.

 

(h) If Customer are making an application for commercial credit then;

i) Customer agrees that Events Asia may obtain a consumer credit report about Customer from a credit reporting agency for the purpose of assessing Customer’s application for commercial credit; 

ii) Customer agrees that Events Asia may obtain from a credit reporting agency a consumer credit report for the purpose of collecting overdue payments relating to commercial credit owed by Customer to Events Asia.

 

(i) If Customer is making an application for consumer credit then Customer agrees that Events Asia may obtain information about Customer from a business which provides information about the commercial credit worthiness of persons for the purpose of assessing Customer’s

application for consumer credit.

8. Intellectual Property

(a) Subject to compliance by the Customer with its obligations under this Agreement, and in consideration of the Customer entering into this Agreement and upon full payment for the Services performed by Events Asia, Customer will be granted a limited licensed to use the presentations and the ideas contained in it on the specific event, application or agreed use only. Should Customer, for any reason, decides not to accept the Proposal, ownership of the presentation and the ideas presented remains with Events Asia and cannot be used by Customer or any other supplier without Events Asia’s express written permission and without compensation to Events Asia for the creative effort involved.

(b) Despite sub-clause (a) in this clause 8, the Customer acknowledges that there is no assignment of Intellectual Property Rights in:

(i) any pre-existing material (including but not limited to Events Asia's work created prior to the Commencement Date, documentation, templates and data) which is incorporated into or which has been used in the course of performing the Services or;

(ii) any Third Party Materials.

(c) The Customer will be responsible for obtaining all necessary permission, authorisations, licences and consents in relation to the use and incorporation of Third Party Materials into a Deliverable; and payment of all royalties or licence fees associated with the use of a third party's Intellectual Property Rights in connection with a Deliverable.

 

(d) Events Asia shall indemnify the Customer against liability under any final judgment in proceedings brought by a third party against the Customer which determine that the Customer's use of a Deliverable constitutes an infringement of Intellectual Property Rights of the Territory.

(e) Despite sub-clause (d),Events Asia shall not indemnify the Customer if such infringement, suspected infringement or alleged infringement arises from failure by the Customer to comply with its obligations under this Agreement or the provision by the Customer of infringing materials

for inclusion in the Deliverable and/or the failure of the Customer to obtain any necessary permission, authorisation, licence or consent of a third party in relation to the use and incorporation of Third Party Materials into a Deliverable or in the Services. 

(f) All documents prepared specifically for Customer’s exclusive presentation and the document and all associated content cannot be presented to, copied, redistributed without the express written authority and commercial compensation of Events Asia and is subject to commercial in confidence provisions.

(g) All proposals and strategic, creative and tactical event services provided by Events Asia are not deemed to be work for hire, and all rights in each creative idea presented therein are reserved by and remain the exclusive property of Events Asia.

(h) Under no circumstances may the creative ideas contained herein by used as the basis for a bid package or set of specs to be submitted to other suppliers to bid on the event under the Proposal or other events, Further, Events Asia confers no authority to Customer to give any other party any rights in those ideas. Conveyance or use by any other individuals or organisations without the written permission of Events Asia will be considered a breach of confidentiality.

9. Term and Termination

(a) Either Party may terminate this Agreement immediately by notice in writing where the other Party breaches any obligation of confidentiality or materially breaches any term of this agreement, and that breach is not capable of remedy.

(b) Without limiting the generality of any other clause in this Agreement, Events Asia may terminate this Agreement immediately by notice in writing and immediately cease to provide the Services to Customer if:

(i) the Customer is in breach of any term of this Agreement and such breach is not remedied within thirty (30) days of a written notice served by Events Asia referring to the breach and the manner of its remedy;

(ii) the Customer becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration; or being a partnership, dissolves, threatens or resolves to dissolve or is in jeopardy of dissolving; or being a natural person, dies; or ceases or threatens to cease conducting its business in the normal manner or unable to pay its debts as and when they fall due.

(c) Termination of this Agreement is without prejudice to the rights of the Parties accrued prior to termination.

10. Limitation of Liability

(a) Subject to the following sub-clauses, any condition or warranty that would otherwise be implied in this Agreement is hereby excluded.

(b) Where legislation implies in this Agreement any condition or warranty, and that legislation avoids or prohibits provisions in a contract excluding or modifying the application of or exercise of or liability under such condition or warranty, the condition or warranty shall be deemed to be included in this Agreement. However, the liability of Events Asia for any breach of such condition or warranty shall be limited, at the option of Events Asia, to one or more of the following:

(i) if the breach relates to goods:

a. the replacement of the goods or the supply of equivalent goods;

b. the repair of such goods;

c. the payment of the cost of replacing the goods or of acquiring equivalent goods; or

d. the payment of the cost of having the goods repaired; and

(ii) if the breach relates to services:

a. the supplying of the services again; or

b. the payment of the cost of having the services supplied again.

(c) Except in relation to liability for personal injury (including sickness and death), Events Asia shall be under no liability to the Customer in respect of any loss or damage (including consequential loss or damage) which may be suffered or incurred or which may arise directly or indirectly in respect of goods or services supplied pursuant to this Agreement or in respect of a failure or omission on the part of Events Asia to comply with its obligations under this Agreement.

(d) The Customer warrants that it has not relied on any representation made by Events Asia which has not been stated expressly in this Agreement or the Proposal. The Customer acknowledges that to the extent Events Asia has made any representation that is not otherwise expressly stated in this Agreement, the Customer has been provided with an opportunity to independently verify the accuracy of that

(e) The Customer shall at all times indemnify and hold harmless Events Asia and its officers, employees and agents ("those indemnified") from and against any loss (including reasonable legal costs and expenses) or liability reasonably incurred or suffered by any of those indemnified arising from any proceedings against those indemnified where such loss or liability was caused by:

(i) a breach by the Customer of its obligations under this Agreement; or

(ii) any wilful, unlawful or negligent act or omission of the Customer.

(f) If Events Asia is prevented or hindered from performing the Services or any part thereof by any Force Majeure Event, it shall not be responsible for any failure to perform its obligations under this Agreement.

(g) Where there is a Force Majeure Event, Events Asia shall have no liability for:

i) any costs, losses, expenses, damages suffered by the Customer as a result of Events Asia’s inability to perform its obligations under this Agreement due to the Force Majeure Event;

ii) any delay in any way incurred by Events Asia due to the Force Majeure Event.

(h) If Events Asia is prevented or hindered by a Force Majeure Event from performing its obligations under this Agreement for more than two (2) consecutive calendar months, Customer shall be entitled by notice in writing to Events Asia forthwith to terminate the Agreement or to cancel any outstanding part thereof. In such circumstances Customer shall pay at the Agreement rate (see clause 5) for all Services supplied and materials used by Events Asia to the actual date of such termination and Events Asia shall have no liability to Customer whatsoever for any direct or consequential loss or damage suffered by Customer as a result of Events Asia’s inability to perform its obligations under the Agreement by reason of any such circumstances.

 

(i) A Force Majeure Event does not relieve a Party from liability for an obligation that arose before the occurrence of that event, nor does that event affect the obligation to pay money in a timely manner for Services performed prior to the occurrence of that event.

11. Sub-Contracting

Events Asia may sub-contract the whole or any part of its obligations under this agreement at its discretion providing that Events Asia ensures any sub-contractor is bound by confidentiality obligations similar to those that Events Asia is bound in relation to Customer’s Confidential Information.

12. Entire Agreement

This agreement is the entire agreement of the parties in respect of this subject matter. All previous correspondence and negotiations in respect of it are superseded.

13. Assignment

Neither party may assign or attempt to assign any right or obligation under this agreement without the other Party’s written consent, save and except that Events Asia has the right of sub-contracting as provided in Clause 11.

14. Governing Law

Agreement shall be governed by and interpreted under the laws of the Territory and the Parties hereby agree to submit to the [non-exclusive] jurisdiction of the courts of the Territory.

15. Insurance

(a) Events Asia does not provide event insurance on Customer’s behalf (including but not limited to event cancellation, force majeure, liquor liability, third party, Customer’s public liability and contractual liability), and Customer should seek professional advice when considering coverage.

(b) From the Commencement Date, and for the duration of the provision of Service(s), Customer must insure the event equipment for its full new for old replacement value including all taxes and duties incurred, against loss or damage with a reputable insurer and, without limiting that responsibility, ensure that such insurance provides coverage for irreparably damage and theft. Its insurance policy must also include coverage for any charges or expenses incurred by Events Asia in hiring replacement Equipment while any lost, stolen or damaged Equipment is either replaced or repaired. Customer must provide to Events Asia, prior to the delivery of the Services, written evidence of the Insurance.

(c) In addition:

(i) where Events Asia is providing Services outside of the Territory, Customer’s insurance policy must extend to the region in which the Services are to be provided;

(ii) upon Events Asia’s request, Customer must provide Events Asia with evidence of the currency of its insurance policy at any time during the provision of the Service(s); and

(iii) insurance policy taken out by Customer must contain cross-liability and waiver of

subrogation clauses and shall name Events Asia as an additional insured party.

 

(d) The insurance charge imposed by Events Asia on Customer provides coverage for public liability Insurance associated with Events Asia’s provision of the Services at Customer’s event (but not Customer’s own liability in respect of that event).

16. Work Safety Policy

(a) Events Asia undertakes to provide a safe work environment and to promote safe systems of work. Events Asia plans the provision of its Services to achieve a safe working environment through consultation with its employees and the adoption of a risk management approach for identifying, assessing, controlling and reviewing risks as an integral part of its business operations.

 

(b) Events Asia reserves the right to withdraw its Services if Customer’s or a third party's plans are altered or the operating environment changes to such an extent as to breach Events Asia’s policies regarding safe work practices for its employees or any applicable Occupational Health & Safety

standards.

17. Miscellaneous

(a) If any of these terms and conditions is, or becomes, for any reason wholly or partially invalid, then that term or condition will to the extent of the invalidity be severed without affecting the enforceability and validity of the remaining terms and conditions.

(b) Events Asia is an independent contractor. Nothing in this Agreement and nothing done or omitted by the Parties pursuant to this Agreement shall constitute or be deemed to constitute the Parties a partnership, association, joint venture or other co-operative entity or a relationship of master and

servant or principal and agent between the parties. A Party hereto shall not incur any obligation or liability on behalf of the other Party.

(c) All parts of this Agreement shall apply to the maximum extent permitted by law. If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect, then such provision shall be replaced with terms that most closely match the intent of the Parties and the remainder of the Agreement shall continue in full force and effect and the replaced provision shall not affect the legality, validity or enforceability of any other provision of this Agreement.

(d) The single or partial exercise by a Party of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy by such Party. No failure on the part of a Party to exercise, nor any delay or failure or omission of a Party in exercising, any right, power or remedy provided by law or under this Agreement shall impair or operate as a waiver of such right, power or remedy of the exercise of such right or remedy or any other right or remedy on any other occasion. Any waiver by a Party of any provision of this Agreement or of any right, power or remedy provided by law or under this Agreement shall not be effective unless in writing signed by such Party and containing an express statement that it is a waiver pursuant to this clause.

(e) The rights, powers and remedies of a Party provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law.

(f) Any variation or addition to this Agreement will only be effective if agreed to in writing by the Parties.

(g) Any consent, approval or authorisation by a Party under this Agreement shall not be effective unless given prior to the matter to which it relates and in writing signed by such Party and expressed to be a consent, approval or authorisation pursuant to this Agreement and unless otherwise stated in this Agreement, should not be unreasonably withheld or delayed.

18. Definitions

In this Agreement, unless the contrary intention appears:

 

Events Asia means Events Asia (Singapore) Pte Ltd;

Additional Charge means a charge in accordance with Events Asia’s standard rates in effect from time to time, including but not limited to such additional payment for services to be provided by Events Asia outside of the scope of Services;

Additional Services means any services to Customer that are not detailed in the Proposal, including but not limited to late changes to the scope or orientation of the Customer’s event;

Agreement means this agreement for the delivery of the Services;

Charges means the charges payable by the Customer to Events Asia for the Services and/or Deliverables, as specified in the Proposal;

Commencement Date means the date so specified in the Proposal;

 

Completion Date means the date agreed by the Customer and Events Asia on which the Services shall be completed and provided and the Deliverables be delivered to Customer as specified in the Proposal. If the Services are to be delivered in more than one phase, it means the date where the last designated development stage of the Services is completed and/or the date of delivery of each of the Deliverables as the case may be;

Confidential Information means the confidential and proprietary information of a Party which relates to the subject matter of this Agreement and includes confidential information relating to the Services, the Deliverables; and information relating to the personnel, policies or business strategies of a Party; and any other information, whether oral, written, graphic or machine-readable form, including without limitation, a Party’s information encompassed in all patents and patent applications, concepts and ideas, plans, research and development, products, software, object and source code, algorithms, computer processing systems and techniques, services, development, inventions, know-how, trade secrets, processes, specifications, designs, drawings, diagrams, samples, data, reports, notes, forecasts, analyses, compilations, records, projections, design tapes, prototypes, documentation, comparative analyses of competitive products, technical plans and proposals, progress and reports, business information, business policies, marketing strategies, pricing policies and lists, customer lists, procedures, improvements, budgets and projections, and information, trade secrets, and/or any other information, materials, data or documents and all other matters which are of confidential and proprietary nature to that Party and/or its affiliates, or of an intellectual, technical, scientific, industrial or commercial nature in which that Party or its affiliates has a proprietary or ownership interest or has a legal or contractual duty to protect, disclosed in writing, orally or by any other means, whether before, after or on the date of this Agreement together with all analyses, compilations, studies or other documents, records or data which contain or otherwise reflect or are generated from such information and documents, information regarding Events Asia’s prospects and dealers, contractors, subcontractors or distributors, and all concepts or ideas in or reasonably related to the business of that Party (whether or not conceived by that Party or its employees or agents) and not generally available in the industry unless otherwise disclosed by that Party. Confidential Information of Events Asia includes the content of these terms and conditions, Events Asia’s presentation, materials and the concepts, ideas and information presented therein or as part of Events Asia’s Services performed

Customer means the Party whose name and contact information are set out in the Proposal;

 

Customer Materials means the things that are provided to Events Asia by the Customer for use in the delivery of the Services, including, but not limited to, references taken from interviews or comments made by Customer or individuals acting in their capacity as Customer’s agent, and/or to use photographs or video images taken of the Customer’s event.

Deliverable means those things to be delivered to the Customer in accordance with the Proposal pursuant to the performance of the Services, including without limitation any artefact that is identified as a “Deliverable” in the Proposal;

Development Stages means the stages specified in the Proposal for the performance of the Services and the delivery of Deliverables;

Force Majeure Event means an event or circumstance which is beyond the control and without the fault or negligence of the Party affected and which by the exercise of reasonable diligence the Party affected was unable to prevent, including but not limited to the following:

(i) riot, war, invasion, act of foreign enemies, hostilities (whether war be declared or not), acts of terrorism, civil war, rebellion, revolution, insurrection of military or usurped power, epidemic, strikes, lockout, requisition or compulsory acquisition by any governmental or competent authority;

(ii) ionising radiation or contamination, radio activity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel, radioactive toxic explosive or other hazardous properties of any explosive assembly or nuclear component;

(iii) natural disasters such as fire, flood, atmospheric disturbances, storm, tornado, earthquake, washing away of soil, landslide, lightning;

(iv) damage or destruction of event venue or site, food or labour shortages and failure by any third party to carry out its obligations; but excluding the payment of money unless the Party is restricted from making payment or transmitting the money due to a government ban.

Intellectual Property Rights means the performance of the Services and the Deliverables and any and all intellectual property rights (including without limitation any and all rights of, in and to, wherever and whenever existing in: all copyrighted material of any kind, and mask works, any works (whether copyrightable or not), computer program, music, film, graphic, photographs, pictures, literary and artistic works; designs; registered and unregistered trademarks, service marks, trade dress, trade names, logos, brands, symbols, indicia of origin or design of any kind, domain names and URLs; any invention and disclosure (whether or not patentable and any and all patents, patent applications, together with all provisionals, reissuances, continuations, or divisionals thereof); semiconductor or circuit layout rights; trade secrets, know-how, Confidential Information and other proprietary business information; in any language or any script, and any translation, transliteration, copy, reproduction, manifestation, derivation or version of any of the foregoing, in any form or format whatsoever) and all copies therefrom, all applications, registrations, and renewals in connection therewith, whether based on statute or common law and all goodwill and reputation associated therewith;

Outside Ordinary Hours Charge means an outside ordinary hours labour surcharge for services of Events Asia staff providing technical, creative, planning services commencing before 7am or concluding after midnight of a day and hours in excess of ten (10) continuous hours within a single

day;

Party means either Events Asia or the Customer as the context dictates;

Proposal means the proposal delivered to the Customer proposing the delivery of the Services by Events Asia and attaching this Agreement;

Services means the creative, strategic and tactical business communication services including, but not limited to, audio-visual technical equipment, decorative items, entertainment, event staging, production and creative services, digital design and development, to be supplied to the Customer by Events Asia under this Agreement as more specifically detailed in the Proposal;

 

Territory means the Republic of Singapore;

Third Party Materials means textual, graphical, audio or like materials, together with any software, which are supplied by a person other than a Party and which are used in the performance of the Services and/or provision of the Deliverables.

19. Interpretation

In this Agreement, unless the contrary intention appears:

(a) the clause headings are for ease of reference only and shall not be relevant to interpretation;

(b) words in the singular number include the plural and vice versa;

(c) words importing a gender include any other gender;

(d) a reference to a person includes bodies corporate and unincorporated associations and partnerships;

(e) a reference to a clause is a reference to a clause or sub-clause of this Agreement;

(f) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;

(g) monetary references are references to the currency of the Territory.

© 2019 Events Asia.

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