Please review the following Corporate Hospitality Terms and Conditions for the 2018 Australian PGA Championship.
CORPORATE HOSPITALITY AND PREMIUM TICKETING
1.1 Professional Golfers Association of Australia Ltd ABN 46 127 641 829 (referred to as the “PGA”), agrees to provide the company (referred to as the “sponsor”) with one or more corporate hospitality packages and associated benefits during the four days of play at the tournament (29 November – 2 December 2018) in return for payment of the fees.
1.2 PGA reserves the right to appoint and to change the location of any package, marquee, suite, room or club booked by the Sponsor.
Payments via invoice are to be made in accordance with the invoice. Credit card transactions will be charged on receipt of a completed booking form and issued a payment notification invoice. A credit card processing fee of 2.471% will apply.
Should the Sponsor fail to pay any amount to PGA on the due date for payment, the Sponsor shall be liable to pay PGA without demand interest on that amount at the monthly rate of 2% above the indicated lending rate published by the Commonwealth Bank of Australia from time to time from the date payment is due to the date payment is made.
The Sponsor recognises that PGA has various sponsorship agreements under which it has obligations to third parties concerning promotional material and advertising at the Tournament and if the Sponsor were to conduct promotional activities without PGA prior consent then that may lead to a breach of a sponsorship agreement and lead to financial loss to PGA. Accordingly the Sponsor acknowledges that it has no right to place any advertising, logo or trademark representing itself or any of its guests, associates, offices and employees without prior written approval by PGA and further acknowledges that PGA has the right to refuse any advertising by the Sponsor for whatever reason it determines. In the event that the Sponsor breaches this clause, then the Sponsor accepts that PGA has a valid and right to claim liquidation damages equal to an amount no less than any sponsorship money lost by PGA as a result of such a breach.
(a) In this clause the expression, “GST”, has the meaning given to that expression in the A New System (Goods and Services Tax) Act 1999 and includes any Act or regulation that amends, repeals and/or replaces the same:
(b) The supplier shall upon receiving the amount from the recipient provide the recipient with a tax invoice in respect of the supply.
(c) Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under this document are inclusive of GST.
6.1 Force Majeure Event
(a) PGA is not liable for delays or failure to perform any of their obligations contemplated in this Agreement where the delay is caused by Force Majeure.
(b) If performance of an obligation under this Agreement is delayed by a Force Majeure the PGA must promptly notify the Sponsor, providing details of:
- The cause of the delay; and
- The likely duration of the delay.
(c) The performance of PGA’s obligations will be suspended for the period that the Force Majeure exists.
(d) PGA must promptly notify the other party when the Force Majeure ceases.
(e) All time limits under this Agreement which are reasonably affected by the Force Majeure will be extended by a period equal to the period of the delay.
6.2 Force Majeure Event
Where by reason of a Force Majeure:
(a) The whole or any part of the Tournament is delayed;
(b) The delay continues for more than 28 days; and
(c) PGA does not hold a replacement tournament within such a period, then the Sponsor may terminate this Agreement by written notice to PGA.
INDEMNITY AND RELEASE
7.1 Sponsor’s Release
The Sponsor releases and holds harmless PGA and its respective offices, agents and employees from and against all claims, damages, liabilities, costs and expenses (including and reasonable legal costs and expenses) incurred or suffered by the Sponsor or any of their guests or associates arising out of, in connection with, or incidental to any act, omission or negligence of PGA, its agents or representatives in connection with the Tournament.
7.2 Sponsor’s Indemnity
The Sponsor indemnifies PGA and its respective offices, agents and employees from and against all damages, liabilities, costs and expenses (including any legal expenses incurred in respect of any threatened claims) as a result of any claims or threatened claims made by any of the Sponsor’s employees, agents or guests in respect of anything which happened or did not occur whilst they were attending or travelling to and from the tournament.
An Agreement concerning the Tournament will commence upon PGA acceptance of the Sponsor’s booking application. PGA reserves the right, as it in its sole discretion may determine, to not accept any booking application. In the event that a booking request is refused PGA will refund such amount paid to it to the applicant.
9.1 Termination by the Sponsor
The Sponsor may terminate this Agreement immediately by written notice to PGA if the Tournament, which the Sponsor is contracted to, is cancelled or unless clause 6 applies, is delayed for more than 7 days.
9.2 Termination by PGA
PGA may terminate this Agreement immediately by written notice to the Sponsor if:
(a) Any part of the payment of the Fee due from the Sponsor is 5 days late from the due date specified; or
(b) The Sponsor commits a material breach of this Agreement and that breach has not been remedied to the reasonable satisfaction of PGA within:
- If the breach occurred more than 5 days prior to the commencement of the Tournament, then within 3 days of receipt of written notification from PGA of that breach:
- Otherwise if the breach is not rectified immediately.
9.3 Damages for failure to pay
If the Sponsor has not paid the Fee required, then PGA may in its sole discretion resell the corporate hospitality package that the Sponsor had booked and if:
(a) The consideration received by PGA following the resale is less than the amount owing to PGA, then PGA may seek recovery from the Sponsor of the amount owing to PGA;
(b) The consideration received by PGA following the resale is more than the amount owning to PGA, then PGA will refund such excess amount to the Sponsor.
10.1 Non transferable
(a) The Sponsor cannot without the prior written approval of PGA (such an approval not to be unreasonable withheld) assign or otherwise deal with the corporate Hospitality package.
(b) PGA may in its sole discretion assign its rights and obligations under the Agreement to any person or entity it may in its absolute and unfettered discretion determine.
No right under this Agreement shall be deemed to be waivered except by notice in writing signed by each party. Any failure by a party to enforce any clause of the Agreement, or any forbearance, delay or indulgence granted by one party to the other party will not be construed as a waiver of the former party’s rights under this Agreement.
No amendment, alteration or variation of this Agreement shall have any effect unless it is in writing, signed by the parties to the Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the state of Victoria and each party submits itself to the jurisdiction of the courts of the state of Victoria.
10.5 Entire Agreement
This Agreement together with its Schedules contains the entire agreement between the parties relating to its subject matter and supersedes all prior oral and written understandings, arrangements and agreements.
10.6 Use of Name
No Sponsor may without the prior written approval use or refer to in any manner PGA, its associates or any Tournament in respect to the promotion or otherwise of its business or enterprise.