1.1. In this Agreement, unless specified to the contrary, the following words and phrases either: have the expressed meaning given to them; OR have the meaning given to them in the clause set out opposite them:
1.2. “AGREEMENT” means and is constituted by the Audio Visual Request Form, the Invoice Total and by these Terms and Conditions; “AUDIO VISUAL REQUEST FORM” or “AVRF”means the document headed“ “audio visual request form” which contains your quotation and details of your order with Disco Doctors; “CANCELLATION FEE” – Clause 5.2; “CONFIRMATION DATE” – means the closer calendar day that is a period 14 days from date the AVRF was created or a period 14 days prior to the START DATE; “DAMAGED GOODS” – Clause 8.1; “DAY-RATE” means the rate per day for the hire of the Equipment (if any) as set out in the AVRF; “EQUIPMENT” means the equipment listed in the AVRF and shall include the Services; “DISCO DOCTORS” or “US” or “Our” means Disco Doctors, its servants, or agents. “EXHIBITION” means the exhibition described on the AVRF. “FINISH DATE” means the date and time upon which the provision of the Services or the hire of the Equipment finishes (as set out in the AVRF “GUARANTEE & INDEMNITY” – Clause 16.1.2; “HIRE FEE” means the Invoice Total as outlined in the AVRF; “HIRE PERIOD” means the period commencing on the Start Date and finishing on the Finish Date; “INVOICE TOTAL” means the Invoice Total as set out in the AVRF; “IP” – Clause 11.1; “NOTICE”- Clause 5.1; AVRF “PAYMENT OPTIONS” means the methods of payment as described in the AVRF. “SERVICES” means the provision of labour including but not limited to labour for transport, installation, pack-down, desk-top stand (all sizes), cleaning, start-up and on-site tech each morning of the Exhibition; “START DATE” means the date and time upon which the hire of the Equipment starts (as set out in the AVRF) “VENUE”- the Venue of the Exhibition; “YOU” or “YOUR” means the company or person named in the AVRF as the “Client” and includes the Guarantors (if any).
2.1. This Agreement sets forth the terms and conditions upon which DISCO DOCTORS will hire the Equipment to You and is entered into and becomes legally binding upon Your written acceptance of the AVRF.
2.2. The AVRF will be valid until the Confirmation Date and thereafter may be varied by written notice to You. If You accept the AVRF within the Confirmation Date period, the AVRF will be binding upon the parties subject to any further services or equipment required by You for which You give DISCO DOCTORS notice after the date of the AVRF.
3. HIRE OF EQUIPMENT
3.1. The hiring of the Equipment will commence from the Start Date and continue for the Hire Period. Any extension of the Hire Period must be agreed to in writing by DISCO DOCTORS.
3.2. You are entitled to use the Equipment for its intended and proper use during the Hire Period.
3.3. DISCO DOCTORS reserves the right at any time prior to the Start Date to substitute or change the Equipment for equipment of an equivalent or superior standard.
3.4. The Equipment will be delivered to You OR collected by You (as the case may be) on the Start Date or as otherwise agreed.
3.5. The Equipment must be returned by You or collected by Us (as the case may be) on or before the Finish Date. Any return of Equipment after the Finish Date will result in additional charges being incurred by You as outlined herein.
4.1. You agree to pay the Hire Fee specified in the AVRF for the hire of the Equipment.
4.2. The Hire Fee must be paid together with your submission of the AVRF (but in any event no later than the Start Date) via one of the Payment Options.
4.3. All fees, charges, costs and expenses are quoted in Australian dollars and are exclusive of Goods and Services Tax (“GST”) and other applicable taxes and duties however the “invoice total” is inclusive of GST.
5.1. In the event that You wish to cancel this Agreement or amend any terms of the AVRF, You must give DISCO DOCTORS no less than 7 Days written notice prior to the Start Date (“Notice”) of Your intention to do so.
5.2. If You fail to give DISCO DOCTORS the required Notice, You shall be liable for any expenses incurred by DISCO DOCTORS in preparation of the hire of the Equipment to You (“Cancellation Fee”).
5.3. The Cancellation Fee will be invoiced by DISCO DOCTORS and must paid by You within seven (7) days of the date of such invoice.
5.4. In the event that You wish to cancel this Agreement or amend any terms of the AVRF at any time after the Start Date, You will be liable to pay to DISCO DOCTORS all amounts set out in the AVRF regardless of whether such services have been fully provided by DISCO DOCTORS at such time.
6. THE SERVICES
6.1. You must: 6.1.1. ensure that DISCO DOCTORS is able to gain access to the Venue at the times specified by DISCO DOCTORS; 6.1.2. ensure that the Equipment, once installed remains in place at the Venue for the Hire Period and that the Venue is not required for any other purpose which would require the Equipment to be dismantled and re-installed; 6.1.3. ensure that on the Finish Date at such time specified by DISCO DOCTORS, the Venue is available to enable DISCO DOCTORS to dismantle and remove any Equipment from the premises; 6.1.4. do all things necessary to comply with Your obligations under Occupational Health and Safety legislation, regulations and codes of practice to ensure that the Venue is safe and free from defects and dangerous conditions. 6.1.5. obtain all relevant permits and licences with respect to Your occupation and use of the Venue and ensure that such permits and licenses are in place prior the Start Date.
6.2. DISCO DOCTORS require all lighting, audio, audio visual, scenic, venue or any other relevant plans, plots and weights to be submitted no later than 14 days before the Start Date.
7. USE, OPERATION AND MAINTENANCE OF EQUIPMENT
7.1. The Equipment at all times remains the property of DISCO DOCTORS.
7.2. You must not sell, transfer, hire, loan or give the Equipment to any other person or part with or share possession of the Equipment or do anything which may affect DISCO DOCTORS’S interest in the Equipment.
7.3. You are responsible for the Equipment from the time it leaves DISCO DOCTORS’S premises (or from the time of delivery as the case may be) until it is returned to DISCO DOCTORS (or from the time of collection as the case may be).
7.4. You will ensure that all persons operating or erecting the Equipment are instructed in its safe and proper use.
7.5. In the event that DISCO DOCTORS is required to re-attend the Venue or attend any premises at which the Equipment is being used for any reasons (including but not limited to Your incorrect ordering of the Equipment, or Your incorrect use the Equipment), then You may be charged an additional Hire Fee at the discretion of DISCO DOCTORS.
7.6. You agree to operate, maintain, store and transport the Equipment strictly in accordance with any instruction provided by DISCO DOCTORS and with due care and diligence.
7.7. You agree that the Equipment will only be used for its intended purpose and in accordance with any manufacturer’s instructions and recommendations whether supplied by DISCO DOCTORS or posted on the Equipment in regards to its use, operation, maintenance and storage.
7.8. You agree to comply with all occupational health and safety legislation relating to the use of the Equipment and associated operations;
8. LATE FEES, LOSS & DAMAGE
8.1. You will be responsible for any loss or damage to the Equipment irrespective of how the loss or damage occurs (subject only to fair wear and tear) during the Hire Period (“Damaged Goods”) and will be liable to pay for the repairs of any Damaged Goods or if the Damaged Goods cannot be repaired, the cost of replacement.
8.2. You will be liable for all costs incurred by DISCO DOCTORS in relation to the Damaged Goods including without limitation Our own labour costs, and for the loss of hire fees from future clients for the period during which the Damaged Goods are unable to be re-hired by DISCO DOCTORS.
8.3. Equipment must be returned in the same condition in which it was supplied. DISCO DOCTORS may charge You for the cost of any cleaning required to the Equipment upon its return by You.
8.4. In the event that You do not return all parts of the Equipment to DISCO DOCTORS on time, You may at DISCO DOCTORS’S sole discretion, be required to pay an additional fee at the applicable Day-Rate for each day or part day for which the Equipment (or part thereof) is retained by You and/or charged for the replacement cost of the Equipment (as the case may be).
8.5. You will be liable for the payment of the new list price of any Equipment not returned to DISCO DOCTORS.
8.6. In the event of any breakdown or failure of the Equipment however so caused, You shall notify DISCO DOCTORS immediately such that the appropriate action may be taken.
9.1. DISCO DOCTORS shall maintain a policy of insurance over all equipment owned by DISCO DOCTORS which shall cover such equipment whilst in the possession of DISCO DOCTORS or whilst such equipment is being operated by any employee or agent of DISCO DOCTORS
9.2. At all times during the Hire Period, You must hold and maintain an adequate amount of insurance cover in connection with the supply, hire, use and possession of the Equipment. You shall further be required to hold and maintain insurance cover in connection with Your event and/or the Venue, including without limitation an insurance policy in respect of public liability.
9.3. You must provide DISCO DOCTORS with certified copies of Your certificates of insurance upon request by DISCO DOCTORS.
9.4. You must compensate DISCO DOCTORS for any increases in its insurance premiums, where such premiums are increased as a result of the supply of the Equipment and/or the provision of Services to You or by Your breach of this Agreement or any negligent act or omission by You.
10. EQUIPMENT USED IN THE PROVISION OF SERVICES
10.1. DISCO DOCTORS will be responsible for all maintenance and any loss and damage to Equipment ONLY WHERE such equipment is used by representatives or employees of DISCO DOCTORS in the provision of the Services and DISCO DOCTORS will also be responsible for any cleaning costs in relation to such Equipment.
10.2. DISCO DOCTORS shall ensure that it maintains adequate insurance cover for any loss or damage to the Equipment caused by DISCO DOCTORS’s employees.
11. INTELLECTUAL PROPERTY
11.1. DISCO DOCTORS retains all copyright and other associated intellectual property rights over its designs and other creative works including but not limited to printed materials, trademarks, designs and any graphics/artwork used in connection with DISCO DOCTORS’s businesses (“IP”).
11.2. You must not replicate or use in any format any of the IP without the express written consent of DISCO DOCTORS and DISCO DOCTORS reserves all its legal rights in this regard.
12. WARRANTY and INDEMNITY
12.1. To the full extent permitted by law, DISCO DOCTORS is not liable to You or to any other person for any cost, loss, expense, demand, claim or liability arising directly or indirectly from the supply of the Equipment and/or the Services however resulting.
12.2. DISCO DOCTORS is not liable to You or to any other person for any cost, loss, expense, demand, claim or liability arising directly or indirectly from Your use or misuse of the Equipment, the incorporation or use of any third party’s equipment or services, any breach of this Agreement by You, or the negligent act or omission of any person in connection with this Agreement.
12.3. You hereby agree to assume all risks and liabilities for, and in respect of the Equipment and for all injuries to or deaths of persons and any damage to property however so arising from Your possession, use, maintenance, repair, storage or transport of the Equipment.
12.4. To the full extent permitted by law, You hereby release, discharge and forever indemnify DISCO DOCTORS from all claims and demands of any nature made against DISCO DOCTORS arising out of or consequent on the use or misuse of the Equipment during the Hire Period.
12.5. Without limiting the previous sub-clause, You agree that no warranties are given by DISCO DOCTORS in respect of the Equipment.
13.1. DISCO DOCTORS may terminate this Agreement without notice if: 13.1.1. You fail to pay any amounts owing by You under this Agreement on the due date; 13.1.2. You breach any other term of this Agreement; 13.1.3. DISCO DOCTORS is of the opinion that the supply of the Equipment and/or the Services by DISCO DOCTORS may create an unsafe environment or may damage the Equipment; 13.1.4. You commit any negligent act or omission; 13.1.5. where You are a Corporation under the meaning of the Corporations Act 2001, You have taken against You, any voluntary or compulsory action to be wound-up, or You enter into Liquidation, or have an Administrator or a Receiver appointed to You; or where You, being a natural person make an assignment for the benefit of Your creditors, or otherwise commit an act of bankruptcy.
13.2. If DISCO DOCTORS terminates this Agreement pursuant to this clause 13, You forfeit all amounts already paid to DISCO DOCTORS (including any deposits), and You must immediately pay DISCO DOCTORS any and all other amounts You are required to pay under this Agreement but have not yet paid. You must return (or permit the disassembly and pick-up by DISCO DOCTORS) all the Equipment and You must also pay or reimburse to DISCO DOCTORS’S loss, damage, costs and expenses (including DISCO DOCTORS’S legal costs and expenses on a full indemnity basis) however so in connection with the termination of this Agreement. This clause shall not serve to limit any other rights DISCO DOCTORS may have under this Agreement or at law.
13.3. DISCO DOCTORS may retake immediate possession of the Equipment in the event that You breach any provision of this Agreement
14. FORCE MAJEURE
14.1. DISCO DOCTORS shall not be liable to You or to any third party for any failure to perform or delay in performing its obligations under this Agreement caused (in whole or in part) by an event beyond DISCO DOCTORS’s control including (without limitation) labour shortages, labour disputes, transport delays, data communication delays, inability to obtain products or supplies, fires, civil disobedience, mechanical breakdown, weather, acts of God, government action or regulation, computer software error or any similar event. In those circumstances DISCO DOCTORS can delay performance of its relevant obligations without any liability to You.
15.1. The parties acknowledge and agree that they shall each keep the terms and conditions of this Agreement confidential. Neither party shall make any statement or announcement or give or supply any information to any person (other than professional advisers where such information is given in confidence) relating to the affairs of either party, the terms of this Agreement or the exercise of any rights granted pursuant to this Agreement.
16. GUARANTEE AND INDEMNITY
16.1. The Guarantor(s) (if any) named in the AVRF, in consideration of You (at their request) entering into this Agreement: 16.1.1. irrevocably guarantee to DISCO DOCTORS that You will perform all of its obligations under this Agreement; and 16.1.2. indemnify DISCO DOCTORS in the event that You default in the payment of any money under this Agreement. In this instance, the Guarantor(s) must on demand immediately pay the outstanding amount to DISCO DOCTORS against all losses, costs, charges and expenses whatsoever which may incur by reason of any default by You under this Agreement. (collectively referred to as either this or the “Guarantee & Indemnity”).
16.2. If You default in the payment of money under this Agreement, the Guarantor(s) must on demand immediately pay the outstanding amount to DISCO DOCTORS.
16.3. If You fail to perform or observe any of Your obligations under this Agreement, other than an obligation concerning the payment of money, the Guarantors must on demand immediately compensate DISCO DOCTORS for that failure.
16.4. The Guarantors acknowledge that: 16.4.1. this Guarantee & Indemnity is a continuing one which will not be affected by part payment or part performance by ; and 16.4.2. their liability to DISCO DOCTORS will not be affected by: 18.104.22.168. granting to You or the Guarantors any time or other indulgence; 22.214.171.124. agreeing not to sue You or the Guarantors; 126.96.36.199. the failure of any of the Guarantors to sign this Agreement.
17.1. This Agreement shall be governed by and construed in accordance with the laws of the State of Victoria, Australia and the parties hereby submit to the exclusive jurisdiction of the courts of such State.
18.1. In the interpretation of this Agreement, unless specified to the contrary: words importing the singular include the plural and vice versa; 18.1.1. a reference to any matter or thing includes the whole and each part of it separately; 18.1.2. where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning; 18.1.3. a reference to a natural person includes a company or other corporate body and vice versa; 18.1.4. a reference to any legislation, regulation, code or local law includes any modification, re-enactment or substitution of it; 18.1.5. the obligations imposed by this Agreement on or in favour of a party who is a natural person includes his heirs, executors, administrators and assigns; 18.1.6. the obligations imposed by this Agreement on or in favour of a party which is a company or other corporate body includes its successors and assigns; and 18.1.7. A reference to a Statute in this Agreement is a reference to that Statute as amended, re-enacted or modified from time to time. 18.2. In the interpretation of this Agreement, time will be of the essence. However, if something must be done on or by a specified day which is not a Business Day, it is to be done instead on or by the next Business Day. 18.3. Any obligation imposed by this Agreement on two or more persons binds them jointly and each of them severally. 18.4. Any party which is a trustee (whether or not that role is disclosed in this Agreement) is bound personally and in its capacity as trustee.
19. UNSIGNED AVRF
19.1. In the event that You fail or neglect to sign the AVRF yet we still preform and you still accept the Services and/or Hire of Equipment, this Agreement shall still constitute a legally binding Agreement as if it had been signed by all parties.