Terms & Conditions

The Provider and the Customer agree as follows:

1. Definitions and Interpretations

1.1 In this Agreement the following expressions have the following meanings, unless otherwise stated:

“Agreement” means these terms and conditions as amended by us from time to time, including the Proposal and any other documents expressly incorporated;

“Authorised User” means those of your employees, agents and contractors who are authorised by you to use the Platform and Services;

“Business Day” means a day other than a weekend or public or bank holiday in the state/country in which the event is taking place;

“Charges” means the charges set out in the Proposal or as published by us from time to time and includes any Minimum Commitment;

“Claims” includes in relation to a fact, matter or circumstance all rights of whatsoever nature including to the payment of money and all existing and future actions, suits, causes of action and demands of any description whatsoever (including of an administrative nature), whether arising at law, in equity or under any statute in relation to that fact, matter or circumstance.

“Commencement Date” means the commencement date specified in the Proposal, or if there is no date specified, the date that this Agreement is signed by the last of the parties to sign it;

“Consultants” means Cliftons employees, contractors, agents or consultants;

”Delivery Date” means an estimated date of each Event to deliver a Service, as specified in the Proposal (if applicable);

“Event” means each pre-booked attendance at a Clifton’s venue or Cliftons’ Affiliate Venue by the Client during the term of the agreement between Clifton Operations Pty Ltd (Cliftons) and The Client whereby Clifton Operations Pty Ltd agrees to perform the Services and includes these Terms & Conditions.

“Intellectual Property Rights” means all present and future intellectual and industrial property rights throughout  the world of whatever nature  (whether or not registered or  registrable) including but  not  limited to all rights in respect of technical information, know­ how, copyright, trademarks, designs, patents, domain names, business names, logos, drawings, trade secrets, the right to have confidential information kept confidential or other proprietary rights, or any rights to registration of such rights;

“Minimum Commitment” means the minimum Charges due under this Agreement per the Proposal;

“Privacy Laws” means the Privacy Act 1988(Cth) as amended, the General Data Protection Regulation (EU 2016/679) (GDPR), and any other privacy and data;

“Platform” means the platform we provide under this Agreement as defined in the Proposal and which includes any associated software, technology, code and all Intellectual Property Rights contained therein;

“Proposal” means the Provider’s proposal for services provided to the Client;

“Related Bodies Corporate” has the meaning given in the Corporations Act 2001 (Cth);

“Services” means the services that we provide to you under this Agreement, including associated deliverables, as set out in the Proposal; and

“Term” means the period between the Commencement Date and the date specified in the Proposal, unless terminated in accordance with this agreement.

2. Confirmation of Contract Bookings      

2.1 Specific Contract Events

Subject to clause 11, Events outlined within this contract will be confirmed upon acknowledgment by Cliftons of the receipt of the signed contract and payment of the deposit. Any specific bookings in this contract are subject to room availability until acknowledged by Cliftons by email. All prices quoted are exclusive of GST.  GST or its equivalent shall be charged on all bookings.

2.2 Deposit or Upfront Payments (Deposit)

Any required deposit will be invoiced upon execution of this contract and will be due for payment within seven (7) Business Days from the date of invoice.

2.3 Release of Confirmed Contract Events

Non-payment of a deposit as above shall entitle Cliftons to revert any confirmed bookings to tentative status.

2.4 Client Booking and Services

Client shall deliver either a signed Cliftons Booking Confirmation Form, Confirmation of the event via the Cliftons Portal, or reply email to a confirmation request from the Cliftons booking team, which is subject to room availability and email acceptance by Cliftons.

3. Use of the Platform 

3.1 You will not, and you will ensure the Authorised Users will not (except as authorised herein):

(a) modify or merge any aspect of the Platform with another programme;

(b) record, reverse engineer, copy, duplicate, reproduce, create derivate works from, frame, download, display, transmit or distribute any of the Platform, the source code of the Platform or any documents, manuals or setup instructions provided with the Platform or in relation to the Services;

(c) license, sell, lease, assign or otherwise commercially exploit the Platform or the Services;

(d) in relation to the Platform exercise unauthorised access to or use of data, services, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security measures;

(e) access, store, distribute or transmit material on the Platform:

i. containing viruses, worm, trojan or other malicious code that corrupts, degrades or disrupts the operation of the Platform;
ii. that is unlawful, unethical, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or a contravention
iii. that facilitates illegal activity, or that abuses or causes damage or injury to any person or property;

 (f) provide access to the Platform, to any unauthorised third party and will take all reasonable steps to prevent unauthorised access to, or use of, the Platform;

(g) share any features of the Platform not publicly available with any unauthorised third party: and

(h) act unlawfully or in breach of this Agreement.

4. Services 

4.1 Cliftons will provide all Services assuming accuracy and completeness of information and specifications supplied by you. Cliftons do not warrant or guarantee the accuracy or completeness of any information provided by us or any third party. Cliftons may engage Consultants to deliver Services in its discretion.

4.2 Provision of the services provided to the Client by Clifton’s are non-exclusive unless stated otherwise.

4.3. Cliftons may amend the Services, Deliverables and any platform functionality from time to time. Cliftons will use reasonable endeavours to provide the Services by the applicable Delivery Date

5. Affiliates – Operating Internationally

5.1 In addition to our own venues, Cliftons operates throughout the world and, as such, is subject to the Taxation Laws of the countries within which it operates. Goods and services tax, Value added tax, or their equivalents will be collected on behalf of the government in that country by Cliftons and you agree to pay Cliftons any such amounts as are required under the Taxation Laws of the country in which your event took place.

5.2.     Unless agreed otherwise, Cliftons will invoice you in the local currency in which the event took place.

5.3.     If, for any reason, Cliftons provides you with a Credit Note, you acknowledge that you may only use that credit note to pay part of, or all, of an invoice rendered in the same currency. 

6. Your Obligations 

6.1 You will (and will ensure that the Authorised Users will):

(a) co-operate with and assist us in the supply of the Platform and the Services, and comply with all reasonable directions and guidelines from us as advised from time to time;

(b) provide accurate and complete information, and specifications when requested;

(c) comply with all Privacy Laws.

(d) ensure that your network and systems comply with the relevant specifications and guidelines provided by us from time to time; and

6.2 You must procure all rights from third parties, required for us to provide the Platform or the Services to you.

7. Attendees 

7.1 You acknowledge responsibility for the conduct of attendees, and will ensure the orderly behaviour of attendees and will avoid disturbing other Clients by conduct which Cliftons reasonably believes to be inappropriate. You will ensure all attendees will comply with Consultant’s reasonable directions, to ensure the health and safety of all users of Cliftons facilities.

7.2. You shall bear the cost if any damage is caused by your attendees to premises or equipment.

7.3.  In the event of a breach of these Terms and Conditions causing damage or nuisance to our neighbours, or our having reasonable grounds for fearing such damage or nuisance, we reserve the right (i) to require The Client or attendees (or representatives of either) to leave the venue; (ii) to terminate the event immediately (in which case the full amount will be payable) if the noise or nuisance cannot be controlled at an acceptable level and the offending party refuses to leave; (iii) to disconnect electricity supplies to noise producing or audio visual equipment; and (iv) to cancel any further bookings  made by The Client (irrespective of whether you have paid a deposit).

8. Damage 

8.1 The Client shall pay:

i. the reasonable costs of repair of any damage to allocated rooms, contents or the venue caused by the Client during an Event, and

ii. the value to us of any subsequent loss of business or trade or other commercial activity suffered by us;
in respect of any damage to allocated rooms, contents or the venue occurring during an Event.

9. Client’s and Visitors Property

9.1.      Whilst all reasonable efforts are made to ensure our premises are safe and secure, we do not accept any liability for any theft, loss or damage to The Client’s and visitors’ property.

10. Charges and Payment Terms & Method

10.1. The Client will pay Cliftons the Charges in consideration for the Services.

10.2. If payment of the Charges is not received by any due date, Cliftons will be entitled (without prejudice to any other right or remedy available to us to:

(a) suspend your access to any or all of the Platform or the Services, until payment of the outstanding invoice (including interest) is received by us in full; or

(b) charge interest on the outstanding amount at the rate of two per cent (2%) per annum above the base-lending rate of the Reserve Bank of Australia Cash rate (or equivalent).

(c) recover from the Client, in addition to the outstanding amount, all reasonable costs incurred by Cliftons in collection of the outstanding amount on an indemnity basis.

10.3. You will pay the Charges without any deduction for tax (including in instances where there is an applicable withholding tax) unless a tax deduction is required by law.

10.4. Cliftons may, at any time during the Term, increase the Charges by providing you with 30 days’ prior written notice. If you do not agree to these changes, you may terminate the Agreement by giving us thirty (30) days’ written notice no later than fourteen (14) days after the date you received written notice of the changes.

10.5. An invoice will be issued on or no later than 5 days after the last day of the event.  You must spend the Minimum commitment within the Contract Term. Any extra services requested during the event or shortfall of the Minimum Commitment will be included in the final invoice.

10.6 If the Client requires Clifton’s to enter an invoice into a third party Spend Management System (e.g. Ariba, etc) The Client will be charged an additional administration fee of $100.00 per transaction.

11. Postponement and Cancellation Policy

11.1 Confirmation of your booking is subject to availability. Subject to this clause, confirmed bookings:

(i) Three (3) business days or less from the booking date cannot be cancelled, rescheduled or moved and will be invoiced and are payable in full.

(ii) Greater than three (3) business days from the booking date:

(i) can be cancelled but will incur a cancellation fee that is 30% of the total event value as at the cancellation date;

(ii)can be moved or rescheduled but will incur a rescheduling fee that is the greater of $500 or 10% of the total event value, plus any direct costs incurred by Cliftons as at the date of cancellation;

(iii) for rescheduled or moved events, any deposits invoiced are still 100% payable by the due date and the amounts, less the relevant fees, can be used for future new events delivered within 12 months of the original booking date;

(iiii) Where a deposit invoice has not been issued by Cliftons and you reschedule or move your confirmed booking, Cliftons will invoice the full amount of the event, up to a maximum of $5000, which can be used, less the relevant fees, for future new events delivered within 12 months of the original booking date

 11.2.     Delegate Numbers

i. If there is an increase to the booked number of delegates, scheduled visitors or guests on the day(s) of your rental, you shall be liable for any extra charge(s) as per your contracted rates.

12. Intellectual Property 

12.1. Subject to clauses 12.2 and 12.3, we grant you a personal, non- exclusive, non-transferable and revocable license to permit the Authorised Users to access and use the Platform and the Services (including the Intellectual Property Rights contained therein) throughout the world during the Term.

12.2. All rights, title or interest in and to the Platform and any information or technology that may be provided to, or accessed by, you in connection with your use of the Platform or Services is owned, and will remain owned, by us or our licensors (“Provider IP”). Using the Platform or the Services does not transfer any ownership or rights, title or interest in and to the Provider IP.

12.3. All Intellectual Property Rights including any enhancements, improvements and modifications to the Provider IP (collectively, the “Developed IP”) discovered, or coming into existence directly or indirectly by reason of the provision of any Services will be owned by us.

12.4. You retain ownership rights to data and content that you provide to us, (“Client Data”). You grant us a worldwide, perpetual, irrevocable, non- exclusive and royalty free license to access and use the Client Data for:

(a) improving and refining the features, functionality and operation of the Platform and the Services;

(b) aggregate level reporting; and

(c) the purpose of performing our obligations under this Agreement.

13. Warranties 

13.1 Cliftons will use reasonable endeavours to provide uninterrupted access to the Platform and the Services, but this cannot be guaranteed. We will not be responsible or liable for any direct or indirect loss or damage incurred by you as a result of, or in connection with, any interruption or delay in accessing and using the Platform or the Services.

13.2. Cliftons will investigate all problems or errors in any Services, provided that you notify us in writing within seven (7) days following delivery of those Services and you give us all necessary information so to do.

14.  Liability and Exclusions 

14.1. To the fullest extent permitted at law, you agree to release Cliftons from liability for any Claim.

14.2. Cliftons’ maximum liability to you for any Claim, under Clause 14.1, that cannot be released at law arising out of, or in connection with, this Agreement, for any one event or a series of related events, will be limited to the total Charges paid (excluding expenses) by you for the related event or series of related events.

14.3. You agree to indemnify and hold Cliftons, our Related Bodies Corporate and our officers, and Consultants (collectively, the “Indemnified”) harmless from and against any and all Claims made by a third party (or their legal personal representatives) arising directly or indirectly out of:

(a) any breach by you or any Authorised User of any of your obligations under the Agreement;

(b) any breach by you or any Authorised User of any law (including Privacy Laws) enacted by Parliament or any law in equity or the common law.

(c) an infringement by you of any third party’s Intellectual Property Rights.

15. Confidentiality

15.1. Each party agrees not to use or disclose confidential information received or disclosed to it by the other party in the negotiation or operation of this Agreement, save for such use or disclosure necessary and required to perform their respective obligations under this Agreement.  Disclosure will be, in any event, only made to the receiving party’s employees, officers, agents or contractors to whom it is necessary to do so and who are directly involved in performing the receiving party’s obligations. The receiving party will ensure that such persons receiving will comply with the same obligations regarding confidentiality as that of the receiving party.

15.2. Information is not to be regarded as confidential, where that information is already in the public domain or enters the public domain through no fault of the receiving party, is received from a third party without any obligations of confidentiality, is used or disclosed with the prior written consent of the disclosing party, is disclosed in compliance with a legal requirement or is independently developed by the receiving party.

15.3. Any confidential information received by a receiving party will be returned to the disclosing party on termination, or destroyed at the written request of the disclosing party given at any time.

16. Privacy

16.1. You must, in connection with this Agreement comply with all applicable Privacy Laws and ensure that your employees, contractors and agents similarly comply.

17. Term and Termination

17.1 This Agreement will commence on the Commencement Date and will continue in force for the Term unless terminated in accordance with this clause 17.

17.2. Cliftons may terminate this Agreement (or at our discretion, the supply to you of the Platform or the Services) immediately if you fail to pay any invoice and such invoice remains unpaid for fourteen (14) days after payment is due under this Agreement.

17.3. Either party may terminate this Agreement immediately by giving written notice to the other party if:

(a) the other party is in breach of this Agreement to a material extent and fails to remedy the breach within seven (7) days of being notified of the breach (if it is capable of being remedied); or

(b) the other party is subject to an external controller or has ceased to trade or threatened to cease business, had shares or assets taken over by a company whose financial standing is unacceptable to us, or is otherwise insolvent.

17.4. Within three (3) Business Days of Termination, you must pay for all Charges properly incurred up to the date of termination and during any applicable notice period, including any Minimum Commitment and amounts subject to the Cancellation and Postponement Clause (Clause 11) together with any accrued interest (if applicable).

17.5. The termination of these terms and conditions shall be without prejudice to any antecedent act matter or thing.

18. Force Majeure

18.1 A Party shall not be considered to be in default or breach of this Agreement, and shall be excused from performance or liability for damages to any other party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance out of its reasonable control. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents or delays performance and may only suspend performance of its obligations for the period reasonably required to remove the condition as above. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. 

19. Notices

19.1. Any notice required to be given pursuant to this Agreement must be in writing and be sent to the other party marked for the attention of the person at the address specified in this Agreement (or to such other address as either party may from time to time notify the other). A notice, if sent by post, shall be deemed to have been delivered 72 hours after posting, and if sent by email, deemed to have been delivered on the date of transmission.

20. Dispute Resolution

20.1 If a dispute arises in respect of this Agreement, the parties must attempt to resolve such dispute by negotiation or mediation (except in the case of interim or interlocutory relief). If the dispute cannot be settled within fourteen (14) Business Days of the dispute first arising, then either party may commence court proceedings.

21. General

21.1. Neither party will attempt to employ, either directly or indirectly or as consultants, any of our Consultants during the term of this Agreement without our prior written consent.

21.2. Variations to this Agreement will only be effective if in writing and signed by authorised representatives of both parties. The terms of any master agreement held by Cliftons will apply to all relevant bookings, provided the terms of this agreement shall apply where the master agreement is silent.

21.3. The provisions of this Agreement that are capable of having effect after the termination or expiry of this Agreement will remain in full force and effect following the termination or expiry of this Agreement.

21.4. You must not, without our prior written consent (not to be unreasonably withheld), assign, transfer, charge or sub- contract in any other manner with any of your rights or obligations under this Agreement.  

21.5. If either party chooses to waive or ignore a breach of the Agreement, then this will not prevent that party from taking action in respect of the same type breach at a future date.

21.6. Nothing in this Agreement is intended to create or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this Agreement.

21.7. If any provision of this Agreement is held invalid or unenforceable, such provision will be deemed deleted from this Agreement and the remaining provisions of this Agreement will continue in full force and effect.

21.8. This Agreement is governed by and construed in accordance with the laws of the country of contract/Cliftons office. The parties submit to the to the exclusive jurisdiction of that country.

21.9. This Agreement may be executed electronically and in any number of counterparts. All counterparts together will be taken to constitute one instrument.

21.10. This Agreement constitutes the entire agreement between the parties in respect of the subject matter of this Agreement and supersedes and replaces any prior written or oral agreements, representations or understandings. The parties confirm that they have not relied on any representation that is not expressly incorporated into this Agreement.

21.11. You agree that you shall not make, sell, broadcast, distribute or reproduce by any manner or means any audio-visual images of our venues, space, employees and officers to other independent organisations, without our prior written consent (which may be withheld at our absolute discretion).