Terms & Conditions

ACTIVITYHQ – SERVICES TERMS & CONDITIONS

1. Definitions

1.1 Definitions

In these Terms and Conditions:

Agreement means the agreement between ActivityHQ ("AHQ") and the Business for the provision of Services, including these Terms and Conditions and any written proposal, quotation, booking confirmation, or other document specifying the Services, Fees and Service Period.

AHQ means ActivityHQ and its employees, contractors, agents and approved service providers.

Business means the client, organisation or entity engaging AHQ to provide the Services.

Confidential Information means any non-public information, whether oral, written, electronic or otherwise, relating to the business, operations, clients, finances, activities, proposals, projects, procedures or affairs of either party that is disclosed in connection with the Services.

Fee means the amount payable by the Business to AHQ for the Services, as specified in the relevant quotation, proposal or booking confirmation.

Intellectual Property means all current and future intellectual property rights, including copyright, trademarks, patents, designs, business names, domain names, confidential information, know-how and any other proprietary rights recognised by law.

Plant and Equipment means any equipment, vehicles, tools, facilities, structures or other items supplied by AHQ for use during the provision of the Services.

Services means the activities, programs, consultancy, facilitation, event management and related services provided by AHQ.

Service Period means the period during which AHQ will provide the Services.

2. Appointment

2.1 Engagement

The Business appoints AHQ to provide the Services, and AHQ accepts that appointment, subject to these Terms and Conditions.

2.2 Final Numbers

The Business must provide final participant numbers no later than fourteen (14) days before the event date to enable AHQ to adequately prepare and resource the event.

2.3 Booking Confirmation

The Business must confirm all event details at least fourteen (14) days before the event date. AHQ cannot guarantee availability for bookings or amendments received within fourteen (14) days of the scheduled event.

3. Fees and Payment

3.1 Fees

In consideration of AHQ providing the Services, the Business agrees to pay the Fee.

3.2 Payment Terms

  • Full payment (100%) is required no later than four (4) weeks before the event date.

  • Payments made by Visa or Mastercard may incur a 1.8% administration fee.

  • AHQ reserves the right to withhold delivery of Services where payment has not been received by the due date.

4. Provision of Services

4.1 AHQ Obligations

AHQ will:

(a) provide the Services during the Service Period; and

(b) exercise reasonable care, skill and diligence consistent with industry standards in delivering the Services.

4.2 Other Clients

Nothing in this Agreement restricts AHQ from providing similar services to other clients.

4.3 Participant Safety

The Business acknowledges that certain activities organised by AHQ may involve physical activity and inherent risks of injury.

Participants must:

  • Follow all instructions and safety guidelines provided by AHQ staff.

  • Not participate while affected by alcohol or drugs.

  • Inform AHQ of any alcohol consumed prior to participation if requested.

AHQ reserves the right to refuse participation to any person who, in its reasonable opinion, may be impaired by alcohol, drugs or any other condition that may compromise safety.

To the extent permitted by law, AHQ will not be liable for any injury, loss or damage arising from a participant's failure to follow safety instructions or from participation while impaired.

5. Independent Contractor

5.1 Relationship of Parties

AHQ acts as an independent contractor and may engage suitably qualified employees, contractors or suppliers to provide the Services.

5.2 Responsibility for Personnel

AHQ is solely responsible for:

(a) the engagement, supervision and termination of its personnel;

(b) payment of salaries, wages, superannuation and other employment entitlements;

(c) payroll tax, workers compensation premiums, PAYG withholding and any other employer obligations required by law.

Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the Business and AHQ personnel.

6. Insurance and Liability

6.1 Public Liability Insurance

AHQ will maintain public liability insurance with a minimum cover of AUD $20,000,000 throughout the Service Period.

6.2 Limitation of Liability

To the extent permitted by law, AHQ is not liable for any loss, damage, injury, cost or expense suffered by the Business, its employees, contractors or participants unless directly caused by AHQ's negligence or wilful misconduct.

6.3 Damage to Equipment

The Business is responsible for any loss of or damage to AHQ's Plant and Equipment, excluding fair wear and tear, caused by the Business, its employees, contractors, agents or participants during the Service Period.

The Business's liability under this clause is limited to AUD $100,000.

7. Intellectual Property

7.1 Ownership

Unless otherwise agreed in writing, all Intellectual Property created, developed or supplied by AHQ in connection with the Services remains the property of AHQ.

8. Confidentiality

8.1 Confidential Information

AHQ agrees that it will not, and will ensure that its employees, contractors and agents do not, disclose, use or reproduce any Confidential Information obtained during the provision of the Services, except as required by law or with the prior written consent of the Business.

This obligation continues for two (2) years following termination of the Agreement.

9. Termination and Postponement

9.1 Termination

This Agreement may be terminated:

(a) by either party providing at least seven (7) days' written notice; or

(b) by written agreement between both parties.

9.2 Event Postponement

Where weather conditions or other unforeseen circumstances may impact the event, the Business may request to reschedule the event by providing at least forty-eight (48) hours' notice.

The following conditions apply:

  • The event must be rescheduled within three (3) months of the original event date.

  • No postponement fee will apply.

  • Only one reschedule is permitted per booking.

10. Consequences of Termination

10.1 Cancellation Fees

If the Business cancels the event, the following fees will apply:

Notice Period Cancellation Fee More than 7 days before event 20% of total Fee

Between 2 and 7 days before event 50% of total Fee

Less than 2 days before event 100% of total Fee

10.2 AHQ Obligations Upon Termination

Upon termination, AHQ will:

(a) provide the Business with all documents belonging to the Business in its possession; and

(b) cease representing itself as associated with the Business.

10.3 Business Obligations Upon Termination

Upon termination, the Business will:

(a) return any Intellectual Property belonging to AHQ; and

(b) cease representing itself as associated with AHQ.

11. General Provisions

11.1 Amendments

Any amendment to this Agreement must be in writing and signed by both parties.

11.2 Assignment

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party.

11.3 Waiver

A waiver is only effective if made in writing and signed by the party granting the waiver.

11.4 Additional Rights

The rights and remedies under this Agreement are in addition to any rights and remedies available under law.

11.5 Governing Law

This Agreement is governed by the laws of Victoria, Australia.

The parties submit to the non-exclusive jurisdiction of the courts of Victoria.

11.6 Notices

Any notice under this Agreement must be:

(a) in writing; and

(b) delivered by hand, email, registered post or any other agreed method of communication.

11.7 Interpretation

Unless the context requires otherwise:

  • Singular words include the plural and vice versa.

  • Headings are for convenience only and do not affect interpretation.

  • References to a person include corporations, partnerships, associations and government bodies.

  • References to legislation include amendments, replacements and subordinate legislation.

  • Rights and obligations held by more than one party are held jointly and severally.

12. Marketing and Promotional Use

AHQ may use the Business name, event details and photographs or video footage taken during the event for marketing, promotional and portfolio purposes.

If the Business does not consent to such use, it must notify AHQ in writing prior to the event date.