Bowerbird Terms & Conditions (“Conditions”) Version 2.0

Relating to events held between 1 July 2021 to 30 June 2022

1. DEFINITIONS

   “Administration Fee” means the portion of the “Fee” relating to administration and marketing expenses.

   “Application” means the online application that each Vendor completes including their personal and business information.

   “Additional Charges” means any additional charges associated with requests from a Vendor for other amenities such as (but not limited to) furniture hire, liquor license, early access and power.

   “Bump In” means setting up and the requirements of Bump In as set out in the Stallholder Information.

   “Bump Out” means packing up and the requirements of Bump Out as set out in the Stallholder Information.

   “Cancellation Notice” has the meaning as set out in 7.2.

   “Conditions” means the terms and conditions set out in this document.

   “Evacuation Plan and Procedure” means the Venue’s evacuation procedure.

   “Event” means a Bowerbird design market, operating during the Event Dates.

   “Event Area” means the prescribed area of the Event within the Venue.

   “Event Dates” means dates set by the Organiser.

   “Event Staff” means direct employees, volunteers or contractors of the Organiser for the duration of the Event.

   “Fee” means the amount invoiced for the Vendor’s requested Stall, which includes the Administration Fee, as requested in the Application, or Workshop.

   “Fee Structure” means the stall fees as set out at Annexure A of these conditions.

   “Offer” means the offer sent to a potential Vendor in regard to participation in the Event.

   “Organiser” means Bowerbird Bazaar Pty Ltd (Bowerbird) of 243 Carrington Street, Adelaide SA 5000.

   “Payment Terms” means terms of payment of invoice agreed in writing by the Organiser and a Vendor.

   “Stall” or “Stalls” means space allocated to Vendors and any structures assembled by Vendors to carry out the sale of goods and products during the Event.

   “Stallholder Information” means the stallholder information booklet provided by the Organiser to the Vendors regarding information about the Event.

   “Total Fees” means the sum of the Fees including the Administration Fee and Additional Charges.

   “Venue” means the location of the Bowerbird Design Market.

   “Vendor” means person(s) and organisation(s) that participate in the operating and managing of a Stall and or Workshop at the Event, details of which are set out in the Application.

   “Venue’s Conditions of Entry” means the Venues terms and conditions to access and attend at the Venue.

   “Workshop” has the meaning set out in the Application.

2. AGREEMENT TO CONDITIONS
   1. By completing an Application, the Vendor signifies their unequivocal acceptance of these Conditions, and the Venue’s Conditions of Entry.
   2. The Vendor accepts that the Organiser reserves the right to change, modify, add or remove portions of these Conditions at any time without notice.
   3. The Vendor undertakes to check these Conditions regularly prior to expressing interest in engaging the Organiser’s services or agreeing to these Conditions.
   4. Any amendment to these Conditions shall be effective from the date of amendment.
3. GENERAL TERMS
   1. Only products designed and or created by Vendors are to be sold at the Event.
   2. Stalls shall be displayed in a professional manner with a quality that shall enhance both Vendor’s products and services and the Event aesthetic alike.
   3. Vendors must have a representative as set out in the Application present at their Stall at all times.
   4. Stall displays must adhere to the terms set out in the Stallholder Information.
   5. All packaging materials and rubbish must be taken with Vendors after hours or disposed of. Vendors will be invoiced for removal of excess rubbish left at the Venue.
   6. In the best interest of the Event, and as a courtesy to fellow Vendors, early departures are not permitted.
   7. All Event Staff, Vendors, Volunteers and the general public will be treated with respect at all times by all participants in the Event.
   8. Vehicle unloading procedure and parking with respect to Bump In and Bump Out shall be undertaken as set out in the Information Booklet.
   9. No Vendor vehicle access is permitted during Event trading hours.
   10. Vendor’s stock, produce, equipment, cash and personal effects are the responsibility of the Vendor.
4. BUMP IN AND BUMP OUT
   1. Bump In and Bump Out shall be undertaken as set out in the Stallholder Information and will be done with due consideration and care.
   2. The Organiser reserves the right to request changes to the Stall set up if it does not adequately reflect the approved design at the time of application.
   3. Vendor stalls must be ready to trade as set out in the Stallholder Booklet.
   4. Vendors must take all reasonable care and use their best endeavors to minimise risk of damage to the Venue during Bump In and Bump Out.
5. TOTAL FEES
   1. The Total Fees are payable by the Vendor to the Organiser to participate in the Event.
   2. Failure to pay the Total Fees may result in cancellation and reallocation of a Stall.
   3. Subject to clause 7 of these Conditions, the Total Fees must be paid to the Organiser whether Vendor attends the Event or not.
6. OFFERS TO VENDORS
   1. The Organiser will provide a Vendor with an Offer if their application is accepted, followed by an invoice of the Fee.
   2. To accept the Offer, payment of the Fee must be made in full within fourteen (14) days of receipt.
   3. The Organiser reserves the right to revoke the Offer if payment is not received or Payment Terms have not been entered into within a reasonable time.
7. VENDOR PARTICIPATION AND CANCELLATIONS
   1. Vendors have an obligation to attend the Event.
   2. If a Vendor intends to withdraw from the Event, the Vendor must give written notice to the Organiser (“Cancellation Notice”).
   3. If a Vendor issues a Cancellation Notice to the Organiser one (1) week or less prior to the Event. The Vendor shall forfeit 100% of the Total Fees paid.
   4. If a Vendor issues a Cancellation Notice to the Organiser six (6) weeks or less prior to the Event. The Vendor shall forfeit 100% of the Fee paid
   5. If a Vendor issues a Cancellation Notice to the Organiser more than six (6) weeks and less than twelve (12) weeks from the Event, the Vendor shall forfeit 100% of the Administration Fee paid.
   6. The Vendor may request to move their Offer to a future Event in lieu of a partial refund. The Organiser reserves the right to accept or deny the request.
   7. Inclement weather, without prior and adequate notice of cancellation or postponement, will not excuse Vendor absence.
   8. If the Event is cancelled for any reason within 6 weeks of the Event, then:
      (a) the Organiser assumes no obligation to arrange a substitute event; and
      (b) the Organiser in its sole discretion may, notwithstanding any other provision in these Conditions, refund to the Vendor the Total Fee less the Administration Fee.
8. LIABILITY AND RESPONSIBILITIES
   1. All Vendors must hold public liability insurance for a minimum of $20,000,000.00
   2. No Vendor will be allowed to trade at the Event without proof of current cover.
   3. If requested by the Organiser, the produce a true copy of the insurance policy and a certificate of currency of the insurance policy noting the interest of the Organiser must be sent to the Organiser no later than seven (7) days from the date of request.
   4. The Organiser and Event Staff will not be liable for anything they may do or omit to do in the event of any loss or damage to any vehicle, property or goods, or death or injury to any person however caused.
   5. Vendors must take due care to prevent injury to property damage.
   6. Damages must be paid for by the person(s) responsible.
   7. The Organiser does not accept responsibility for expenses arising from theft and/or damage of goods whilst within the venue.
   8. The Organiser does not accept responsibility for any injury caused by the negligence of a Vendor.
   9. Any damage to an Event Area from use of, but not limited to, vehicles, cooking, liquids, or other causes, must be repaired at the expense of the Vendor.
   10. Where a Vendor applies to the Organiser to use or sell electrical equipment during the Event, the Vendor must have all electrical items tested and tagged by an authorised certified electrical contractor.
   11. The Vendor is solely responsible to ensure all goods sold at the Event must comply with the relevant Australian Standard.
   12. The Organiser takes no responsibility for faulty and/or damaged good.
   13. Vendors are solely responsible for supplying and providing their own services.
   14. The Organiser does not become a party to transactions between Vendors and the general public. The Organiser is not responsible for any transaction between the Vendor and the Customer.
   15. The Organiser assumes no liability or responsibility for damages associated with the products or services provided by the Vendors or resulting from any other transactions between Vendors and the general public.
   16. The Organiser has no control over and does not guarantee the existence, quality, safety, suitability, or legality of any products or services provided by Vendors.
   17. The Organiser has no control over and does not guarantee the truth or accuracy of any product or service offered by Vendors or any descriptions, ratings or reviews.
   18. The Organiser does not endorse any Vendor and any description of any Vendor is not an endorsement, certification or guarantee by the Organiser.
9. PROHIBITED ACTIONS

   Vendors must not (unless otherwise authorised):

   1. Solicit unauthorised products or business;
   2. Sell or attempt to sell counterfeit goods, illegal, prohibited or unauthorised goods, including goods bearing trademarks which the Vendor does not have authority or licence to sell; and

   3. Sell or attempt to sell illicit substances or hazardous chemicals.
10. SAFETY AND RISK MANAGEMENT
    1. The Vendor acknowledges and agrees that it will complete the Venue’s Online Safety Induction.
    2. The Vendor agrees to perform any and all other induction(s) requested by the Venue or the Organiser to meet health and safety requirements.
    3. The Vendor agrees to register with the Organiser prior to attending the event and agrees to meet current Department for Health and Wellbeing (“SA Health”) advice and directives as amended and updated from time to time.
    4. The Vendor will notify the Organiser immediately of personal illness or contact with anyone considered ill within two (2) weeks of the event and will not attend the Venue or the Event at any time until medical advice has been sought, and confirmation of health status in line with SA Health advice, as advised from time to time, has been received.
    5. The Vendor agrees to follow all SA Health directives, as advised from time to time, in relation to events during participation at the Event.
11. INDEMNITY
    1. Vendors release and indemnify the Organiser, the Venue, sponsor organisations, land owners and lessees, their respective servants, officials, representatives and agents (collectively “Associated Entities”) against any claim, loss, damage, liability, cost and expense that may be incurred or sustained by the Associated Entities arising out of any act, matter or thing done, permitted or omitted to be done by the Vendor or Attendee in relation to the Event.
12. EVACUATION PLAN AND PROCEDURE
    1. The Vendor acknowledges and agrees that it will familiarise itself with the Evacuation Plan and Procedure and follow the Evacuation Plan and Procedure in the event of an emergency.
    2. The Vendor acknowledges and agrees that it will familiarise itself with the fire extinguisher points and further acknowledges and agrees that these are never to be covered or used for any purpose other than their intended purpose.
    3. Vendor’s must ensure access to all emergency exit doors and gates available for the Event are maintained at all times during the event, including during Bump In and Bump Out.
13. HAZARDOUS ACTIVITIES
    1. Vendors must notify the Organiser not less than thirty (30) days prior to the Event of any and all hazardous or unusual activities planned as part of the Event.
    2. Hazardous activities must not occur without prior approval from the Organiser.
    3. The Organiser may require Vendors to provide inter alia permits, registrations, and risk assessments in regards to these activities.
    4. The Organiser in its sole discretion may not allow a Vendor to undertake the hazardous or unusual activity requested.
14. HAZARD REPORTING
    1. Vendors must notify the Organiser immediately, should they identify any hazards which may result in:

       (a) the injury, illness or death to people or animals; or

       (b) damage, destruction or loss of property.

       (c) Vendors are to assist the Organiser to complete any forms required by the Venue or the Organiser in the event a hazard is reported by a Vendor to the Organiser.

15. INCIDENT REPORTING
    1. Vendors must notify the Organiser immediately should an incident occur which has resulted, or may have resulted in:

       (a) the injury, illness or death of any person or animals;

       (b) the damage, destruction or loss of property; or

       (c) an incident that could have resulted in the consequences listed above.

       (d) Vendors are to report and assist in the recording of any incident that may occur within the Event Area.

16. AUTHORITY OVER EVENT
    1. The Organiser reserves the right to:

       (a) add, withdraw or substitute any Vendor associated with the event;

       (b) vary programming,

       (c) event arrangement,

       (d) capacity; and

       (e) Event opening and closing times.

17. PERSONAL PROPERTY OF ATTENDEES
    1. Vendors bring personal property to the Event at their own risk.
    2. The Vendor acknowledges and agrees that the Organiser will not be liable for loss of, or damage to, a Vendor’s personal property.
18. CHILDREN AT EVENT
    1. Children aged 15 years and under are not permitted during Bump In and Bump Out, as set out in the Stallholder Information.
19. EXCLUSION OF THESE CONDITIONS

    Nothing in these Conditions intends to exclude, restrict or modify any term, condition, warranty, guarantee, right or remedy (including but not limited to a guarantee under the Australian Consumer Law) which cannot be lawfully excluded, restricted or modified.

20. VENDOR’S CONSENT TO RECORDING
    1. The Vendor expressly consents to the recording and use of their image, brand and/or voice (“Likeness”) for the purposes of commercial use of their likeness by the Organiser and/or any entity or person authorised by the Organiser, in any form the Organiser may decide or approve without any payment or compensation to the Vendor.
    2. The recording of the Vendor’s Likeness may be undertaken using a variety of methods, including by television cameras and photography.
21. RELEVANT LAWS

    These Conditions are governed by, and are to be construed in accordance with, the laws of South Australia and the parties to these Conditions irrevocably submit to the exclusive jurisdiction of the courts of South Australia.

22. ENTIRE AGREEMENT

    These Conditions, and any document incorporated by reference, constitute the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.

23. INCONSISTENCY

    If these Conditions are inconsistent with any other related document, then these Conditions prevail to the extent of that inconsistency.

24. SEVERANCE

    A provision or part of these Conditions that is illegal or unenforceable may be severed and the remaining provision or parts of the provisions of these Conditions continue in force.

25. ACCEPTANCE OF CONDITIONS

    Acceptance of these Conditions is indicated by the Vendor’s entry to the Event.

26. CONFIDENTIALITY
    1. Except where the Conditions otherwise provides, the parties must keep confidential the terms of these Conditions, all information obtained in investigations or negotiations leading to this Agreement and all personal information of parties exchanged pursuant to these Conditions:

       (a)including information obtained from any employee, agent or contractor of either party; and

       (b)excluding information which is or becomes a matter of public record (otherwise than as a result of a breach of this Agreement or any other duty of confidence),
       (‘Confidential Information’).

    2. A party may disclose (or permit anyone else to disclose) the Confidential Information to a person who:

       (a) has been approved in writing by the other party; or

       (b) is an employee of, or a professional adviser to, the disclosing party, provided that the disclosing party must make clear the continuing obligations of confidentiality to any such person.

    3. A party may disclose (or permit anyone else to disclose) the Confidential Information if required by law or the rules of a stock exchange, government or government agency having jurisdiction over the party concerned. In that case, the party intending to make a disclosure must give to the non- disclosing party notice of the intended disclosure not less than 48 hours before making any disclosure.
    4. The provisions of this clause survive the termination or expiry of these Conditions.
27. REFUSAL OF ENTRY
    1. The Organiser reserves the right to refuse entry to, or remove from the Event, any person:

       (a) under the influence of drugs or alcohol;

       (b) who is disorderly;

       (c) engaged in offensive or inappropriate behaviour, or vandalism;

       (d) who evades legal admission to the event;

       (e) carrying prohibited items on their person; or

       (f) with reasonable cause in our absolute discretion.

28. COMPLAINTS AND QUESTIONS

    The Organiser will contact the Vendor for resolution of complaints arising from customers.

29. FORCE MAJEURE
    1. An obligation under these Conditions shall be suspended to the extent and for so long as the performance of that obligation is prevented or delayed by an event or circumstance which:

       (a) prevents a party from complying with any of its obligations under these Conditions; and

       (b) which that party did not cause, and is unable to control, influence, prevent or avoid through prudent management processes, policies, precautions or other reasonable steps,
       (‘Force Majeure’).

    2. The party whose obligation is suspended under clause 29.1 must:

       (a) notify the other parties as soon as it becomes aware of the effect of the Force Majeure upon its obligations;

       (b) use its best endeavors to work around or overcome the effect of the Force Majeure;

       (c) keep the other parties informed of any changes in the Force Majeure and of the measures taken to comply with this clause; and

       (d) recommence performance of its obligations as soon as possible without delay.

30. COVID-19 RESTRICTIONS AND ORGANISER’S INDEMNITY
    1. Due to COVID-19 restrictions, the Vendors covenant and agree that:

       (a) The Vendor and all of its employees or agents, or any other participant attending the Venue, must at the request of the Organiser, undertake registration for the purpose of COVID-19 contact tracing and that a refusal to do so will result in any of the persons mentioned in this clause 30.1 being denied entry to the Venue;

       (b) The Vendor and all of its employees or agents or any other participant attending the Venue, must abide by SA Health COVID- 19 guidelines, as may arise from time to time; and

       (c) The Vendor agrees to indemnify the Organiser against all loss incurred or resulting from the contraction or transmission of COVID-19 between persons at the Venue.

    2. The Vendor attending the Event held by the Organiser, undertake to the Organiser that:

       (a) They have not been outside of the country in the last fourteen (14) days;

       (b) They have not returned to the State in the last fourteen (14) days from anywhere which as a condition requires them to self- isolate; They have not been in contact with someone who has been outside the Country in the last fourteen (14) days;

       (c) They have not been in contact with someone who has been, is currently in isolation for, or is confirmed to have COVID-19 in the last fourteen (14) days;

       (d) They will notify the Organiser immediately if they develop flu like symptoms or if they come into contact with anyone with flu like symptoms within fourteen (14) days of the event and will not attend the venue or event at any time until medical advice has been sought and confirmation of health status is in line with SA Health advice; and

       (e) They will notify the Organizer if they begin to feel unwell at any time during the Event.

    3. In the case of any Government enforced restrictions, Bowerbird is guided by relevant authorities including the Australian Government (including any health department of the same), the South Australian Government (including any health department of the same), and the Local Government Association of South Australia (including any individual local government council) (collectively, Authorities).
    4. The Vendor acknowledges and Agrees that the Organiser is not liable for any loss or damages suffered by a Vendor as a result of any decision, action, or restriction imposed on the Organiser by the Authorities relating to an Event.
    5. The Organiser hereby reserves the right to recover damages and all reasonable legal costs incurred as a result of, or incidental to, a breach of this clause 30.