THE CONTRACT
1. In these terms and conditions, the 'Organiser' means ADMA (The Australian Direct Marketing Association) and the 'Exhibitor' means the person identified in the Organiser's form of application for exhibition space or other form of written request for exhibition space (the 'Application').

2. A contract (the 'Contract') between the Organiser and the Exhibitor on these terms and conditions is formed when the Organiser accepts the Application including by forwarding an invoice to the Exhibitor or when 60 days have passed after the Organiser receives the Application, whichever happens first. These terms and conditions supersede all prior representations and agreements between the Organiser and the Exhibitor concerning the exhibition and may be amended only in writing signed by the Organiser.

3. The Organiser may at its discretion, by notice to the Exhibitor, cancel the Contract if any required deposit is not paid within 28 days of acceptance or by returning any deposit paid within 28 days of payment.

THE ORGANISER'S RIGHTS AND OBLIGATIONS
4. The Organiser agrees to:
a) organise and hold the exhibition;
b) promote the exhibition;
c) use its reasonable efforts to make available to the Exhibitor the exhibition space specified in the Application (the 'Exhibitor's Space') for the exhibition.

5. Notwithstanding the Organiser's obligations under clause 4, the Organiser makes no representations or warranties as to the number of visitors to the exhibition or the level of commercial activity generated in relation to the exhibition and may at any time prior to the commencement of the exhibition cancel the exhibition by notice to the Exhibitor if, in the Organiser's opinion, the exhibition would not be commercially viable for the Organiser. In the event of such cancellation, the Organiser will within 30 days refund to the Exhibitor the full amount of fees previously paid by the Exhibitor.

6. The Organiser may, in its absolute discretion, make modifications to the exhibition including without limitation:
a) altering or reallocating the Exhibitor's Space or the location and dimensions of the Exhibitor's Space; in the event of a reduction in size of the Exhibitor's Space, the fee payable by the Exhibitor will be reduced on a pe rmetre cost basis proportionate to the reduced area;
b) postponing or amending the date of the exhibition;
c) shortening or lengthening the duration of the exhibition;
d) altering the hours during which the exhibition is open to visitors; and change the venue of the exhibition to another venue in the same city.

7. The Organiser is entitled to take such action and give such verbal or written directions (including in any Exhibitor's manual) to the Exhibitor as are reasonably necessary to ensure that all laws in connection with the exhibition are complied with, to prevent damage to person or property and to maximise the commercial success of the exhibition, including without limitation:
a) refusing to permit or requiring cessation of particular displays or uses of Exhibitor's Space;
b) specifying heights of walls and coverings for display areas;
c) approving or disapproving the content and presentation of catalogues, acknowledgments, handbills and printed matter;
d) determining the hours during which the Exhibitor will have access to the exhibition venue for the purpose of setting up and dismantling the Exhibitor's displays;
e) making provision for use of entry cards by the Exhibitor, its employees, contractors or agents at the exhibition;
f) specifying conditions in relation to the movement of goods and displays before, during and after the exhibition;
g) restricting the taking of photographs during the exhibition;
h) specifying the requirements for the use of and sound level for microphones, sound amplification and machine demonstrations and videos; and
i) specifying requirements in relation to the health and safety of persons, including in relation to the Exhibitor's Space.

THE EXHIBITOR'S RIGHTS AND OBLIGATIONS
8. The Exhibitor acknowledges that it is permitted, subject to these terms, to use the Exhibitor's Space for the display and promotion of goods and/or services and is not a tenant for the Space.

9. The Exhibitor must;
a) use the Exhibitor's Space only for display and promotion of goods and/or services within the scope of the exhibition;
b) use its best effort to maximise the promotional and commercial benefit to the Exhibitor and the Exhibitor's Space;
c) comply at the Exhibitor's cost with all directions by the Organiser under clause 7 and, where time is specified in a direction, treat time as of the essence;
d) in relation to the exhibition and its use of the Exhibitor's Space, comply with all applicable laws including laws in relation to occupational health and safety, and act with care to avoid damage to person or property; and
e) ensure the cleanliness and tidiness of the Exhibitor's Space including, after the exhibition, promptly removing all exhibits, tools and other materials and, if the Exhibitor fails or refuses to do so, permit the Organiser to do the same and pay to the Organiser any costs thereby incurred.

PRICE AND PAYMENT
10. Subject to these terms and conditions, the Exhibitor must pay the fee instalments specified by the Organiser in the time and manner required by the Organiser. In the event that the Exhibitor cancels the contract in breach of this obligation, the Contract terminates immediately and the Exhibitor is then liable for liquidated damages in accordance with clause 12. Unless specified by the Organiser, the fees payable by the Exhibitor do not include the following, which may give rise to additional costs to the Exhibitor:
a) services and connections for services such as electricity, water, gas waste, compressed air, internet access, telephone etc;
b) loading and handling equipment and staff;
c) duties and taxes including GST;
d) advertising and promotional material;
e) insurance;
f) display stands and dressing, display items; and
g) cleaning.

ORGANISER'S REMEDIES
11. In the event of any breach by the Exhibitor of the Contract, the Organiser may exercise one or more of the following remedies in addition to any remedies it may have at law or otherwise under the Contract: reallocate the Exhibitor's Space or refuse to allow the Exhibitor access to it's Space;
a) without notice to the Exhibitor, take such action as is necessary to remedy the breach and require payment by the Exhibitor of the cost of such action;
b) assert and maintain a lien over goods and materials until all amounts owing to the Organiser by the Exhibitor are paid;
c) issue a notice to the Exhibitor requiring rectification of the breach and, if the breach is not rectified within the time specified in the notice, terminate the Contract; and
d) on immediate notice to the Exhibitor, terminate the Contract.

12. In the event of termination of the Contract for breach by the Exhibitor, the Organiser is entitled to liquidated damages in the amount of all moneys paid or payable by the Exhibitor to the Organiser before the date of termination plus the next fee instalment due for payment by the Exhibitor, and may retain for those damages any moneys previously received from the Exhibitor.

RESPONSIBILITY FOR RISK AND INSURANCE
13. The Exhibitor acknowledges that the exhibition site is similar to a construction site and may at times be hazardous. The Exhibitor must take its own care to prevent personal injury and property damage arising from the hazards of the site and the Organiser has no responsibility for such damage caused by acts or omissions of the Exhibitor. The Exhibitor must take out valid and enforceable public liability and other insurance policies required by the Organiser with insurers approved by the Organiser to provide coverage at least at the level required by the Organiser and the Exhibitor must on request by the Organiser provide evidence of such insurance.

WARRANTIES AND LIABILITIES
14. To the extent permitted by law, the Organiser:
a) except as stated in these terms and conditions, makes no representations or warranties in relation to the exhibition;
b) excludes all conditions and warranties implied by custom, the general law or statute;
c) excludes liability for injury to or death of any person, damage to property, economic loss or any indirect, special or consequential damages caused in connection with the exhibition; and
d) limits its liability under any non-excludable implied condition or warranty to, at the Organiser's option, supplying again the affected services or paying the cost of having the services supplied again.

15. The Exhibitor indemnifies the Organiser from and against any and all claims, damages, losses and costs suffered or incurred by the Organiser as a result of or arising out of:
a) any breach of the Contract by the Exhibitor; or
b) any act or omission (including negligent and other tortious acts or omissions) of the Exhibitor in connection with the exhibition.

16. Save where required by the law, in any claim for damages brought against a party by the other party or any other person, the damages recoverable in the claim must be reduced to such an extent as is just and equitable, to take account of the other party's share in the responsibility for the damage.

GENERAL
17. Where references to time are made in the Contract, time will be of the essence, unless otherwise specified.

18. The Organiser will not be liable for any expenditure, liability or loss including consequential loss, nor be in default for any delay failure or interruption resulting directly or indirectly from acts of God, civil or military authority, public enemy, war, accidents, fires, explosions, earthquakes, floods, the elements, strikes, labour disputes, shortages, electric power supply failure or failure of lifts or transportation, postage, air-conditioning, or the availability of the appropriate premises, the non-attendance by a sufficient number of Exhibitors or visitors to the exhibition, which in the opinion of the Organiser is commercially adequate or any intervening commercial circumstances beyond the Organiser's control or any other cause beyond the reasonable control of the Organiser.

19. Clause 9 (Exhibitors rights and obligations), 10 (Price and Payment), 11 and 12 (Organisers Remedies), 13 (Responsibility for Risk and Insurance), 14 (Warranties and Liabilities) continue to apply after termination of this Contract.

20. The Exhibitor must not assign its rights with respect to any part of the Exhibitor's Space or sub-let the Exhibitor's Space without the written consent of the Organiser. Any consent given will be on condition that the Exhibitor as assignor/sublessor continues to be bound by these terms and conditions, and that the assignee/sublessee agrees to enter into a form of contract in identical form to these terms and conditions.

21. The Organiser may, at any time, assign or otherwise deal with of its rights under these terms and conditions as the Organiser considers appropriate.

22. Part or all of any provision of these terms and conditions that is illegal or unenforceable may be severed from these terms and conditions and the remaining provisions of these terms and conditions will continue in force.

23. The Contract is governed by the law applicable in New South Wales and both the Exhibitor and Organiser submit to the non-exclusive jurisdiction of the Courts of that State.

ABN 34 002 909 800

Suite 1, Level 5
100 William Street
EAST SYDNEY NSW 2011
Telephone: (02) 9368 0366 Fax: (02) 9368 0866 website: www.adma.com.au