These Terms apply to ALPMA Summit Partnership opportunities offered by ALPMA should be read in conjunction with the Application Terms, Application Form and the Prospectus. Unless agreed in writing by ALPMA, these Terms will apply to the exclusion of any inconsistent terms and conditions which may appear on any other document issued by the Partner. The Partner will be deemed to have accepted these Terms when the Partner completes and submits an Application Form to ALPMA.
Unless qualified by or inconsistent with the context:
2.1 a reference to one gender includes the other genders; reference to a person includes an incorporated or unincorporated body or other association of persons or a governmental agency and vice versa; the singular includes the plural and vice versa;
2.2 references to any statutory enactment mean references to that enactment as amended, modified and re-enacted from time to time;
2.3 where a party comprises more than one person, these Terms apply to all of them together and each of them separately;
2.4 headings are for convenience of reference and will not affect the interpretation of these Terms;
2.5 these Terms are written in plain English as far as possible. Their terms are to be interpreted so as to give effect to the parties' agreement. No rule will apply to resolve a doubt as to the interpretation of a provision in these Terms against the party that prepared these Terms or that particular provision. The specific provisions will not limit the interpretation of general provisions;
2.6 a reference to costs includes legal costs on a full indemnity basis;
2.7 in these Terms, where a word or phrase is given a particular meaning, other parts of speech or grammatical forms of that word or phrase have corresponding meanings;
2.8 a reference to writing is to be construed as including a reference to any mode of representing or reproducing words, figures or symbols in a visible form;
2.9 these Terms bind the parties’ respective heirs, successors, legal personal representatives and assigns;
2.10 the approval or consent of a party means that party’s prior written approval or consent which is not to be unreasonably withheld or delayed. Similar expressions have corresponding meanings;
2.11 a reference to a clause or a Schedule is a reference to a clause of or schedule to these Terms;
2.12 wherever “include” or “for example” or any form of those words are used, they must be construed as if they were followed by “(without being limited to)”;
2.13 if the day on or by which a person must do something under these Terms is not a Business Day, the person must do it on or by the next Business Day;
2.14 any amount payable pursuant to these Terms is expressed to be inclusive of GST. The recipient of any taxable supply is not liable to pay any additional amounts to the supplier in respect of GST;
2.15 “ALPMA” means the Australasian Legal Practice Management Association ABN 30 094 240 981 of PO Box 157 Richmond, Victoria 3121;
2.16 “Application Form” means the application form which is completed by the Partner for the Summit Partnership;
2.17 “Application Terms” means the application terms set out in the Prospectus regarding the application process;
2.18 “Authority” means any government or governmental, semi-governmental, administrative or judicial body, tribunal, department, commission, authority, agency, minister, statutory corporation or entity;
2.19 “Business Day” means Monday to Friday in South Australia, except a day which is a proclaimed public holiday in South Australia;
2.20 “Claim” means any claim, action, proceeding, demand, cost, damage including Consequential Damages, loss, expense, liability incurred or suffered by, or brought or made or recovered against any person and however arising (whether or not presently ascertained, immediate, future or contingent);
2.21 “Confidential Information” means any information of a party which is confidential or secret and which pertains to the dealings, transactions, finances or affairs of the party or the customers or clients of that party and which information is not in the public domain other than as a result of a breach by another party of its obligations of confidentiality under these Terms and includes the Intellectual Property;
2.22 “Consequential Damages” means any indirect, special, consequential, punitive or exemplary damages, expenses, losses or costs including loss of anticipated or actual revenue or profits, loss of or inability to use equipment, a failure to realise anticipated savings, lost data, down time costs or loss of goodwill;
2.23 “Force Majeure Event” includes earthquake, flood, landslide, fire, explosion, war, invasion, act of foreign enemies, hostilities, civil war, rebellion, revolution, insurrection, military or usurped power, martial law or confiscation by order or any government or other Authority, change in Law, strikes, lockouts, labour difficulties, rationing or unavailability of essential equipment, labour or supplies and disruption or unavailability of utilities and services which are beyond a party’s control;
2.24 “GST” means goods and services tax payable under the GST Law and an expression used in these Terms in relation to GST will have the meaning used in or attributed to that expression by the GST Law from time to time;
2.25 “GST Law” has the same meaning as the definition of “GST law” in A New Tax System (Goods and Services Tax) Act 1999;
2.26 “Insolvent” in relation to a person means that the person has committed an act of bankruptcy or is made bankrupt or presumed insolvent within the meaning of section 459C(2) of the Corporations Act 2001 (Cth), is placed into liquidation, has an administrator or receiver or manager or other form of insolvency administrator appointed or a mortgagee takes possession of any substantial asset(s) of the person or if the person ceases to carry on its business;
2.27 “Intellectual Property” includes all know‑how, business methods, systems, procedures, databases, drawings, plans, processes, formulae, artwork, designs, logos, technology and records and all patents, copyright, designs, trade marks (whether or not registered), business and company names, domain names, Confidential Information and trade secrets;
2.28 “Intellectual Property Rights” means all rights in relation to the Intellectual Property;
2.29 “Laws” means acts, ordinances, regulations, rules, codes and by-laws of the Commonwealth of Australia or any state or territory;
2.30 “notice” means written notice and “notify” means notification in writing;
2.31 “Partner” means the entity who has applied for a Summit Partnership opportunity as set out in the Prospectus;
2.32 “Partnership Entitlements” means the entitlements set out in the Prospectus for the applicable Summit Partnership Level or as agreed between the partner and ALPMA;
2.33 “Partnership Fee” means the amount payable by the Partner for the relevant Summit Partnership Level;
2.34 “Prospectus” means the Annual ALPMA Summit & Trade Exhibition Prospectus;
2.35 “Summit” means the annual ALPMA Legal Management Summit and Trade Exhibition
2.36 “Summit Partnership Level” means one of the partnership types as specified in ALPMA Summit prospectus or as agreed between the partner and ALPMA; and
2.37 “Tax Invoice” means an invoice for the Partnership Fee which is issued by ALPMA to the Partner in accordance with these Terms and has the respective meaning ascribed to it in the GST Law;
3.1 The Partner agrees to sponsor the Summit in accordance with these Terms.
3.2 These Terms are binding on the Partner from the time that the Application Form is submitted to ALPMA and remain binding on the Partner (if approved by ALPMA) until the conclusion of the Summit or until such time as they are terminated earlier in accordance with clauses 5.2 and 12.
4.1 The Partner agrees to provide ALPMA with a high resolution jpeg of the Partner’s logo in order for ALPMA to provide the Partner with the Partnership Benefits in relation to the applicable Summit Partnership Level.
4.2 ALPMA must not use or permit the use of the Partner’s logo in a manner which may be misleading or deceptive or bring the Partner into disrepute.
4.3 ALPMA will not use any Intellectual Property of the Partner for any purpose not set out in the Prospectus or these Terms without the consent of the Partner and ALMPA will comply with any conditions which the Partner may impose in relation to such consent.
4.4 The Partner will retain all Intellectual Property Rights in relation to its Intellectual Property and any materials which are provided to ALPMA by the Partner.
4.5 The Partner grants to ALPMA a non‑exclusive licence to reproduce and publish the Partner’s Intellectual Property for the purpose of carrying out its obligations under these Terms and the Prospectus.
4.6 The Partner will not use any Intellectual Property of ALPMA for any purpose without consent of ALPMA and the Partner will comply with any conditions which ALPMA may impose in relation to such consent.
4.7 The Partner will provide immediate written notice to ALPMA if the Partner becomes aware of any actual or threatened infringement of any Intellectual Property Rights of the ALPMA.
4.8 Each party agrees acknowledges that a party’s Intellectual Property remains the property of that party and that nothing in this clause transfers or assigns any rights in that Intellectual Property to another party.
5.1 The Partner will pay to ALPMA the Partnership Fee. The Partnership Fee will be paid to ALPMA no later than 30 days of a Tax Invoice being provided by ALPMA to the Partner and prior to the commencement of Summit.
5.2 In the event that the Partnership Fee is not paid in accordance with clause 5.1, any amounts paid will be forfeited by the Partner and these Terms will automatically terminate. Upon termination of these Terms, ALPMA will have the ability to re-offer the relevant Summit Partnership Level to a third party, in which case the Partner will have no Claim against ALPMA regarding the termination of these Terms.
5.3 If any party under these Terms is or becomes subject to GST, the party to whom the supply is made (“the Recipient”) must pay to the party making the supply (“the Supplier”), as consideration in addition to any consideration payable or to be provided elsewhere in these Terms, subject to issuing a Tax Invoice, an additional amount on account of GST, such amount to be calculated by multiplying the consideration by the applicable rate of GST.
5.4 If any party is required to reimburse or indemnify the other party for a cost, expense or liability (“Cost”) incurred by the other party, the amount for that Cost for the purpose of these Terms is the amount of the Cost incurred less the amount of any credit or refund of GST to which the party incurring the Cost is entitled to claim in respect of the cost.
6.1 The parties acknowledge and agree that:
6.1.1 the Partner is a sponsor of the Summit only and has no responsibility for the management, conduct and promotion of the Summit;
6.1.2 except to the extent of the obligations set out in these Terms, the Partner is under no obligation to partner with ALPMA for any further Summits or pay any other Partnership Fee on any continuing basis;
6.1.3 ALPMA has the sole responsibility for the management, finances, conduct and promotion of the Summit;
6.1.4 ALPMA will seek and secure all relevant permissions and approvals, including rights and licences from any third parties required to manage, conduct and/or promote the Summit;
6.1.5 ALPMA will ensure all contracts it enters into for the management, conduct and promotion of the Summit are consistent with these Terms and are formally executed; and
6.1.6 ALPMA will provide the Partner with updates regarding the progress of the planning of the Summit from time to time or as requested by the Partner.
6.2 ALPMA agrees to use reasonable endeavours to provide the Partner with the agreed Partnership Entitlements.
7.1 The Partner will, at the Partner’s own cost:
7.1.1 perform its obligations under these Terms with due care and skill and in a diligent, professional, competent and timely manner;
7.1.2 ensure that it does not act in a position where the Partner’s interests are in conflict with ALPMA’s interests; and
7.1.3 ensure that it does not do any act or thing which may injure, impair or reduce the goodwill or reputation of ALPMA.
7.2 Representatives of the Partner organisations are limited to attending events which are specific to their Summit Partnership Level unless directly invited by the Association’s executive committee to attend other events as guests. Such invitation does not confer any rights or benefits on the guests in relation to the Summit or affect he rights or benefits that accrue to the actual event partner/s.
7.3 It is a condition of entry that all Partner representatives must wear the Summit lanyard issued as part of your identification and admission.
7.4 Each Summit Partnership Level has an allowance for staff representatives. The number allocated will be strictly adhered to and any additional members on your booth/stand will be charged for.
7.5 The parties must comply with all requirements of the premises at which the Summit is to be held.
8.1 The Partner warrants that:
8.1.1 it owns all the rights in relation to the Partner’s Intellectual Property;
8.1.2 it has the right, power, authority and entitlement perform its obligations under these Terms; and
8.1.3 any information provided by the Partner to ALPMA prior to the Partner entering into these Terms was, and remains at the date of entering into these Terms, true and correct.
8.2 The Partner will provide immediate written notice to ALPMA if the Partner becomes aware that a representation or warranty given by the Partner under this clause 8 has become untrue or misleading.
8.3 The Partner acknowledges that ALPMA has engaged the Partner as a partner in relation to the Summit in reliance on the representations and warranties set out in this clause 8.
9.1 ALPMA reserves the right to cancel or postpone the Summit in its sole discretion. Except as set out in clause 9.4 below, ALPMA will not be liable to the Partner for any Claim or inconvenience caused by such postponement or cancellation.
9.2 In the event that ALPMA elects to cancel the Summit, ALPMA must provide written notice of the cancellation to the Partner.
9.3 In the event that ALPMA cancels the Summit in accordance with clause 9.2, these Terms will automatically terminate. ALPMA must refund to the Partner the full amount of the Partnership Fee within 30 days of issuing the notice of cancellation.
9.4 If ALPMA postpones the Summit but reschedules the Summit so that it is held within 12 months of the original Summit date, ALPMA will not be obliged to refund the Partnership Fee and these Terms will apply to the rescheduled Summit.
9.5 ALPMA may cancel the Summit and/or terminate these Terms as a result of a Force Majeure Event by written notice to the Partner.
9.6 ALPMA will not be liable to refund the Partnership Fee to the Partner if the Summit is cancelled and/or these Terms are terminated as a result of a Force Majeure Event and will not be liable to the Partner for any Claim arising from the Force Majeure Event.
10.1 The Partner indemnifies ALPMA on a full and continuing indemnity basis from and against any and all Claims arising directly or indirectly in relation to any:
10.1.1 breach of these Terms;
10.1.2 breach of any Laws;
10.1.3 actual or alleged infringement of any Intellectual Property Rights; or
10.1.4 disclosure of any Confidential Information,
by the Partner.
10.2 ALPMA is not responsible for any loss or damage to or arising from any Intellectual Property of the Partner being used during the Summit.
Except as otherwise expressly provided in these Terms:
11.1 the existence of these Terms are confidential to the parties;
11.2 all Confidential Information received by a party from another party must be kept confidential and may only be used by the receiving party for the purpose of performing its obligations under these Terms;
11.3 neither party may make any announcement to any person other than the officers and employees of the party concerning these Terms without the approval of the other party;
11.4 despite the proceeding provisions of this clause 11, a party may disclose Confidential Information:
11.4.1 to its professional advisor(s) for the purpose of obtaining advice; or
11.4.2 if required by Law, but unless prevented by Law, that party will notify the other party of the disclosure prior to such disclosure or if prior notice is not possible, then as soon as reasonably practicable after that disclosure.
12.1 If the Partner is in breach of these Terms (other than a breach of its payment obligations pursuant to clause 5), ALPMA may provide a written notice to the Partner specifying the breach and requiring the Partner to remedy the breach within 14 days and, if the Partner does not remedy the breach within 14 days after receiving such notice, ALPMA may provide written notice to the Partner to immediately terminate these Terms.
12.2 ALPMA may immediately terminate these Terms if the Partner:
12.2.1 commits a serious or repetitious breach of its obligations under these Terms;
12.2.2 commits an act of dishonesty, fraud, wilful disobedience, misbehaviour or wilful neglect in the provision of its obligations under these Terms;
12.2.3 becomes Insolvent; or
12.2.4 engages in any activities or conduct (whether in the performance of its obligations under these Terms or otherwise) which ALPMA reasonably considers could damage the reputation or standing of ALPMA.
12.3 In the event that these Terms are terminated by ALPMA in accordance with this clause 12, ALPMA is entitled to retain and the Partner forfeits the Partnership Fee or any portion of the Partnership Fee paid by the Partner under these Terms as at the date of termination.
13.1 On expiry or termination of these Terms, the parties will:
13.1.1 immediately provide the other party with all hard copies of the Confidential Information, and all other items of the other party’s property, in the possession or control of the other party (and will, notwithstanding the provision of such items, continue to be bound by the confidentiality obligations of these Terms);
13.1.2 immediately provide to the other party all copies of the Confidential Information, and then erase and destroy all remaining soft copies of the Confidential Information in the control or possession of the other party (and will, notwithstanding the provision of such items, continue to be bound by the confidentiality obligations of these Terms);
13.1.3 take such action as reasonably directed by the Partner for the protection and preservation of the Confidential Information, the Intellectual Property Rights of the parties; and
13.1.4 not do any act or thing which may injure, impair or reduce the goodwill or reputation of the other party.
13.2 The provisions of clause 13.1 will survive the expiry or termination of these Terms.
Each party must, at all times:
14.1 conduct itself and all activates associated with these Terms in such a manner so as to maintain or enhance the goodwill and good reputation of the other party; and
14.2 not conduct itself or any activities associated with it in a manner that, in the other party’s reasonable opinion, may:
14.2.1 damage or harm the goodwill and good reputation of the other party;
14.2.2 offend the general public;
14.2.3 detract from the value or advantage that the other party seeks to obtain from these Terms;
14.2.4 ensure its employees and agents (as applicable) comply with the obligations in this clause 14; and
14.2.5 comply with all applicable Laws.
15.1 A party seeking to resolve a dispute under these Terms (“Dispute”) must notify the other party of the existence and nature of the Dispute. Upon the other party receiving the notice, the parties must exercise good faith in seeking to resolve the Dispute by negotiation between themselves through their nominated representatives.
15.2 If the Dispute cannot be resolved by negotiation under clause 15.1 within 14 days of the notice, the parties must jointly request the appointment of a mediator. If the parties fail to agree on the appointment of a mediator within seven days of a notice of appointment of a mediator, either party may apply to the Chief Executive Officer of the Law Institute of Victoria or the nominee of the Chief Executive Officer to appoint a mediator.
15.3 Once the mediator has accepted the appointment, the parties must comply with the instructions of the mediator.
15.4 In the event that the Dispute is not resolved within 14 days of the appointment of a mediator, or any other period which is agreed between the parties in writing, the mediation ceases.
15.5 In the event that the mediation ceases pursuant to clause 15.4 , either party may submit the Dispute to arbitration in accordance with the Rules of the Conduct of Commercial Arbitration for the time being of the Institute of Arbitrators and Mediators Australia (ACN 008 520 045) (VIC Division). The parties may be legally represented during such arbitration. The decision of the arbitrator appointed pursuant to this clause 15.5 will be final and binding on both parties except in the case of manifest error on the part of the arbitrator.
15.6 The parties agree that the costs of the mediator and the arbitrator appointed pursuant to this clause 15 are to be paid equally by the parties.
The Partner agrees to comply with the ALMPA’s Partners Code of Conduct as amended from time to time which are located on the ALPMA website at www.alpma.com.au/partner-code-of-conduct.
The failure by one party to insist upon strict performance by the other party of any terms of these Terms will not be deemed a waiver of any term or a breach by the other party of any term of these Terms.
The parties will promptly do everything necessary or desirable, even if not expressly stated in these Terms, to ensure that these Terms are fully carried into effect.
Any amendment to these Terms must be made in writing and executed by the parties or duly authorised officers on behalf of the parties.
Every provision of these Terms will be deemed severable as far as possible from the other provisions of these Terms. If any provision is found to be void, illegal or unenforceable for any reason, it will be deemed to be severed and omitted from these Terms. These Terms, with the offending provision severed and omitted and with any consequential amendment if necessary, will otherwise remain in full force.
Any notice to be given by one party to any other must be signed by the party giving the notice or by one of its officers or its duly authorised lawyer or agent and must be hand delivered or sent by prepaid post or sent by facsimile or electronic mail to the address, facsimile number or electronic mail address (as the case may be) shown at the commencement of these Terms (or any other address, facsimile number or electronic mail address that a party may notify to the others) and will be deemed sufficiently given:
21.1 in the case of hand delivery, on the date of delivery;
21.2 in the case of prepaid post, two Business Days after being sent by prepaid post;
21.3 in the case of facsimile, on receipt by the sender of a successful transmission answerback; or
21.4 in the case of electronic mail, on the day of transmission provided that the sender can give evidence of transmission and the intended recipient does not give evidence of non-receipt.
The Partner acknowledges that it has read these Terms, the Prospectus, the Application Form and Application Terms and acknowledges and agrees that the documents create a legally binding relationship between the parties.
These Terms are to be construed according to Victorian Laws and the parties submit themselves to the non-exclusive jurisdiction of the Courts of Victoria and any competent appellate courts.
These Terms, the Application Form and Application Terms (“Summit Terms”) contain the entire agreement between the parties in respect of the subject matter of these Terms. The Summit Terms supersede any prior agreement or understanding (if any) between the parties and there is no collateral or other form of agreement between the parties in relation to the subject matter of the Summit Terms.
25.1 ALPMA will be entitled to (but subject to the Partner’s rights under these Terms) assign either absolutely or in part or by way of security its rights and obligations under these Terms.
25.2 The Partner must not, except with ALPMA’s consent, assign its rights or obligations under these Terms.
25.3 Any change in the ownership structure of the Partner which has the effect of changing the person or persons in effective management or control of the Partner will be deemed an assignment by the Partner for the purposes of these Terms.
26.1 The parties will pay their own costs in respect of any negotiation and preparation of these Terms.
26.2 A party that breaches these Terms will pay all Claims incurred by the other party in consequence of that breach but without limit to any other rights or remedies which the other party not in breach may have as a result of that breach.
Where, pursuant to these Terms, ALPMA is required to perform any obligation with or by reference to any period of time, that period of time shall be of the essence.