BNE DESIGN T&Cs

BNE DESIGN AGREEMENT

PARTIES:

Museum of Brisbane Pty Ltd

ABN 52 098 223 413

(MOB)

AND   

The Stallholder named in Schedule 1

(Stallholder)

BACKGROUND

  1. The Museum of Brisbane (MoB) is delivering a design market, BNE DESIGN.
  2. MoB is responsible for the operation and promotion of BNE DESIGN.
  3. MoB has developed Agreements with Stallholders to promote a high-quality design market.
  4. This agreement allows the Stallholder to occupy a site at BNE DESIGN on the terms of this Agreement.

AGREEMENT – The parties now agree as follows

1.0 DEFINITIONS AND INTERPRETATIONS

1.1 Definitions

In this document, the terms in bold in the Schedule to this document have the meanings that appear opposite them; and

  1. Agreement means this agreement and any schedules to it.
  2. Stallholder Form means the form designed by MoB that must be completed and signed by all those who wish to participate in BNE DESIGN.
  3. Commencement Date means the date this agreement is executed.
  4. BNE DESIGN means the markets operated by MoB located at King George Square, Brisbane, Queensland.
  5. MOB Undertaking means the general undertakings and obligations provided to all Stallholders which enable them to operate a safe and successful market stall.
  6. Permitted Use means the use shown in the BNE DESIGN Stallholder Form;
  7. Shared Stall means a site allocated by MoB that is managed by a stall coordinator and includes products/services from a number of suppliers who individually and severally comply with the requirements for the stall coordinator’s alignment group.
  8. Site means the site allocated by MoB to the Stallholder;
  9. Product Category means the stall type defined by MoB for the Stallholder based on their products or services as shown in BNE DESIGN Stallholder form;
  10. Stall Coordinator means the person nominated in Schedule 1;
  11. Stallholder’s Undertaking means the general undertakings of the Stallholder to operate a safe and legally compliant market stall
  12. Stallholder’s Offering means the Stallholder’s undertaking to provide the products or services described in BNE DESIGN Stallholder form;
  13. Stallholder's Property means all fixtures, fittings, equipment, stock, signs and other articles within the designated stall site.
  14. Stallholder means the contact person show in Schedule 1;
  15. Trading Hours means the hours defined in section 3.8.
  16. Intellectual Property Rights means all forms of patent, copyright, trade mark (whether registered or not), trade name, trade secret, knowhow, discovery, invention, secret process, design, improvement in procedure, innovation or confidential information and any right to register or claim any type of intellectual property.
  17. New Contract Material means Contract Material that is created or prepared by MoB or any of its staff or contractors in or incidental to the provision of BNE DESIGN and in which subsists newly created Intellectual Property Rights but specifically excludes Existing Contract Material.

1.2 Interpretation

Unless expressed to the contrary:

  1. The Stallholder can initiate a change of offering in accordance with the terms of this Agreement.
  2. The Schedules to this Agreement may be amended by MOB from time to time to record any changes to the offerings in accordance with the terms and conditions below. These changes will be incorporated into this Agreement and will remain enforceable between MOB and the Stallholder as though they were the original terms.

2.0 MOB'S UNDERTAKINGS TO STALLHOLDERS

2.1 MoB’s General Obligations

Provided the Stallholder complies with this Agreement, MoB will offer Stallholders a safe trading environment with the following features:

  1. Site – A clean site offering reasonable foot traffic;
  2. Equipment – the Stallholder will be provided with a pagoda measuring 3 x 3 metres, lighting and stall signage in market branding;
  3. Customer Service – Experienced staff to assist with site and market administration
  4. Promotion – An integrated promotion program using various forms of marketing;
  5. Privacy – Stallholder’s private information will be kept confidential and not disclosed without the Stallholder’s consent (unless required by law);
  6. Storage – MoB takes no responsibility for the security of any items stored in the pagodas which is at the Stallholders own risk;
  7. Security – MoB takes no responsibility for the security of any items stored in the pagodas which is at the Stallholders own risk;
  8. Safety- The Site will be a safe space according to occupational health and safety or planning requirements for the business of the Stallholder;
  9. Communication – MoB will communicate with Stallholders in the case of a need to cancel the Markets due to unsafe weather conditions;
  10. Emergencies – MoB will maintain and from time to time, notify the Stallholder of the current emergency policies in place, including notification of designated emergency meeting points in the event of a fire or other emergency;

3.0 STALLHOLDER UNDERTAKINGS TO MoB

3.1 Stallholder Undertaking

The Stallholder undertakes to provide the products or services outlined in the Stallholder Form 

3.2 Stallholder Obligations

The Stallholder will not sell products or services that:

  1. breach laws and regulations including but not limited to copyright;
  2. include cigarettes, drug using equipment or weapons;
  3. are not aligned with BNE DESIGN values aimed at showcasing Brisbane design and craftmanship.

3.3 Products and Services

  1. MoB are committed to promoting a design market of original high-quality products.
  2. Only those products or services approved in writing by MoB may be sold anywhere on the Site.
  3. Stallholders must ensure their Site is always attended or supervised, presented in a professional manner and all of the Stallholder’s property including signage must be contained within the set Site parameters of the Stallholder and safely kept.
  4. The Stallholder acknowledges they do not have any rights to exclusivity in relation to their product or service and that MoB may permit other stallholders to sell similar goods or offer similar services.
  5. MoB may inspect the products and services offered by the Stallholder either on site or at the Stallholder’s workshop or place of production at reasonable and convenient times on request by MoB, to verify the details provided by the Stallholder in their Stallholder form.
  6. MoB reserves the right to prohibit anyone from selling at the markets and/or any product from being sold at the market.

3.4 What can be sold

The following standards apply:

  1. All product sold at BNE DESIGN must be handmade locally by the individual stallholder. The Stallholders contribution to each finished product must outweigh the contribution of any commercial component used in the making of that product.
  2. Products must be of high quality and meet the relevant safety standards if applicable. It is the responsibility of the Stallholder to have relevant safety registration.
  3. Products must be original in design and appearance and reflect the signature style of the StallholderStallholders must have certificates and/or licenses as well as relevant copyright/royalty usage agreements where relevant.

3.5 Safety

Stallholder will;

  1. Act with the highest regard for the safety of all persons, all property, and the general public and with the utmost regard for each market venue.
  2. Ensure your entire stall stays within your allocated site boundaries.
  3. Ensure that all equipment used on, at or for your site is safe and secure at all times.
  4. Ensure that your stall is kept clear of rubbish and must be left tidy at the end of the day.
  5. The Stallholder will be responsible for complying with any workplace health and safety regulations/legislation relevant to the operation of their business from the Site and for ensuring that their employees or contractors are aware of such regulations/legislation; and
  6. The Stallholder is responsible for any work cover insurance policies if they employ staff and will be responsible for payment of any work cover premium payments to ensure their staff are insured against accidents if required by law.

3.6 Behaviour

  1. Stallholders are to represent themselves, their site and BNE DESIGN in a professional, safe and courteous manner and not to engage in behaviour that brings the reputation of MoB and BNE DESIGN into disrepute;
  2. Stallholders must not engage in conduct that is offensive or of deliberate nuisance to neighbouring stallholders, MoB staff or the public. Stallholders shall comply with reasonable directives of MoB authorised staff at all times.

4.0 THE SITE

The Site for BNE DESIGN is King George Square, Brisbane.

  1. MoB will designate a Site location to the Stallholder.
  2. MoB may change the Site location of the Stallholder from time to time by providing appropriate notice to the Stallholder.
  3. MoB will provide the Stallholder with confirmation of the Site dimensions on allocation of the Site.
  4. The Stallholder agrees to pay the site fee of $180 including GST by Friday 3 April 2020.
  5. The Stallholder must only operate within the dimensions of the site and must not have the Stallholder’s Property outside the Site boundaries.

4.1 Shared Stalls

  1. MoB may agree to grant a Shared Stall to more than one Stallholder to share a single Site on the terms of this Agreement.
  2. Each Stallholder to a Shared Stall must submit a stallholder form to MoB and sign a copy of this Agreement.
  3. Sharing Stallholders must nominate a Stall Coordinator to be responsible for:
    1. communications between the sharing Stallholders and MoB; and
    2. ensuring that the requirements under this Agreement are met regardless of any split agreed for these costs between the respective Stallholders.
  4. Each Sharing Stallholder must comply with the terms of this Agreement and are jointly and severally responsible for the fees, charges and other obligations required under this Agreement.

4.2 Care of Site

Stallholders must leave their site in a thorough state of cleanliness and all waste must be removed from the Site regularly. All bulk waste generated from Stallholder set up, sales or dismantle must be removed from site by the Stallholder.

4.3 Traffic Management (Bump In/Out Procedures)

Brisbane City Council require BNE DESIGN to have a succinct Traffic Management Plan in place for all Stallholders who need to bring their cars into King George Square to unload. A Traffic Management plan will be supplied to all Stallholders prior to the market. Stallholders agree to comply with the Traffic Management Plan and exercise safety and patience with staff during bump in/out.

  1. If you require access to King George Square for either bump in /out then you will need to lodge your car details in the Stallholder Form. If you are not sure which car you will be bringing, list more than one car.
  2. All vehicles must adhere to their drop off and pick up slots, which will be determined by site location. You will ONLY be able to place goods / set up in your site at your given slot time.

4.4 Site regulation

  1. Ensure that all Queensland State Government regulations governing no smoking are adhered to regarding outdoor public places where people gather as groups, and particularly where children are present, and food is served.
  2. Stallholders may not bring pets of any kind to BNE DESIGN, with the exception of Guide or Assistance animals.

5.0 EQUIPMENT AND DISPLAY

5.1 Mandatory Equipment

  1. Weather Protection: you must supply adequate weather protection for yourself during set up as well as whilst trading. Walls and tarps/plastic covers are highly recommended in wet weather conditions and must be secured when in place.
  2. Secure Displays: you must also supply weights for all freestanding display items and ensure that they are secured and weighted. Please also note that there is no water access in King George Square, so it is recommended if you are using water weights you bring them pre-filled.
  3. If any stallholder fails to meet the mandatory safety standards as outlined in this agreement they may be refused to trade until the problem is rectified.

5.2 Point of Sale

  1. Stallholders will be responsible for their own point of sale, float and Eftpos facilities.
  2. Stallholders must provide their own Mobile data.

5.3 Stall Presentation

  1. MoB will provide Stallholders with a pagoda, signage and lighting.
  2. Stallholders are responsible for the presentation of their individual stall.
  3. Stallholders will achieve a high level of presentation for their stall display. Stallholders are permitted to be creative in the presentation of their stalls provided all the relevant occupational health and safety requirements outlined in this document are adhered to,
  4. The presentation of the store shall not resemble a discount store or display large price-point signs. All price-point signage needs to be subtle and not dominate your stall.

5.4 Packaging

The Stallholder must supply products in a ready to sell condition, including a form of packaging for each item where necessary.

5.5 Stall Safety

  1. Ensure that any electrical equipment used must have current certification and is cleared by the market management prior to use. The market team will then physically check your tags and connections on the day. Please ensure that any of your leads or power boards are secured and safe within the boundaries of your stall and do not cause a hazard to yourself, fellow Stallholders or the public in any way.
  2. Ensure that no open flame is lit within the market or under Stallholder’s marquees.

6.0 MARKETING AND PROMOTION

6.1 Brand

  1. The Stallholder agrees that the intellectual property and goodwill in BNE DESIGN is of crucial value to MoB and to the successful operation of each Stallholder’s business and consequently each Stallholder agrees to abide by this Agreement at all times and to cooperate with MoB at all times to ensure the intellectual property and goodwill is upheld when dealing with customers, clients, suppliers, other Stallholders and any other person the Stallholder deals with, in relation to their site or the MoB.
  2. The Stallholder must obtain the prior written consent of MoB to use any BNE DESIGN branding in connection with the Stallholder’s business.

6.2 Marketing

The Stallholder agrees to:

  • Liaise with MoB in the development and delivery of marketing for BNE DESIGN.
  • Liaise with MoB in the development and delivery of publicity for BNE DESIGN. MoB may request artists and or designers to attend media opportunities for MoB, any such attendance costs involved will be borne by the artists and or designers and will not be a paid fee event.
  • Provide copy and images for collateral.
  • Promote the Event as approved by MoB.
  • Share and promote BNE DESIGN and MoB’s social media messages on multiple platforms e.g. Facebook, Twitter and Instagram.

6.3 Ownership of Intellectual Property Rights

  1. The Stallholder grants a permanent, irrevocable, royalty-free, non – exclusive license to MoB to:
  2. reproduce;
  3. distribute;
  • use;
  1. adapt or modify;
  2. publish, broadcast and communicate to the public;

the Stallholders Existing Contract Material as part of the Contract Material for the purposes of performing BNE DESIGN and making the images and recording of the Event.

6.4 Recordings of BNE DESIGN

The Stallholder acknowledges and accepts that MoB, as the owner of the Intellectual Property Rights in the New Contract Material, has the sole right to make photographic and digital images and recordings of the Event in all formats and all media and for any purpose, including (without limitation) to use, reproduce, publish, broadcast and communicate to the public such images and recordings (in whole or in part and in any order of display) for the purposes of promoting BNE DESIGN (including future events).

7.0 TRADING HOURS

The Stallholder must commit to trading on and be ready to trade during the Trading Hours as follows:

  • Friday 8 May 2pm until 9pm

8.0 DECISION TO TRADE

Each stallholder is committed to the trading hours outlined in item 7 of the Agreement. MoB and the management of the venue accept no liability for any damages or costs whatsoever arising, either directly or indirectly from damage or loss incurred due to participating in the market. No refunds will be given on site fees.

8.1 Payments

All stallholder fees must be paid by Friday 3 April 2020 to ensure that your site is secured. It is the Stallholder’s responsibility to make payment on time. If payment of your market fee is not received by the due date your site will be forfeited immediately. Stallholder fees cover marketing prior to the event, pagodas, lighting and signage. If you are unable to pay your market fee by the due date please contact lrayner@museumofbrisbane.com.au as soon as possible before the due date to arrange a payment plan. Please note that this is only offered in special circumstances. 

8.2 Refunds

All BNE DESIGN events are finalised at least 14 days prior to each event. No refunds will be issued for your stallholder fees more than 14 days prior to any BNE DESIGN date. If you decide not to trade after the 14-day period or on the day for any reason no refund will be issued for the stallholder fee. If BNE DESIGN is cancelled for any reason less than 14 days before an event, no refunds will be issued for the stallholder fee.  

8.3 Weather

Stallholders are required to attend their site in all weather conditions unless MoB announce that conditions are unsafe to trade. Some compromises may need to be made to accommodate everyone in the case of inclement weather.

8.4 Absences

Absences from the Stallholder’s Site must be notified by phone to MoB’s office the day before the relevant market day. If the Stallholder fails to set up during Bump-In, MoB reserves the right to re-allocate the Stallholder’s site to another Stallholder. No refunds will be given on site fees.

9.0 INSURANCES

The Stallholder must have current Public and Product Liability Insurance for $10M, a copy of which must be provided to MoB staff on signing of this Agreement. Stallholder’s are to ensure that they obtain their own specific Public Liability Insurance and that their goods, services and business practices comply with all relevant safety, product and trade legislations.

10.0 COMPLIANCE WITH LAW

Stallholders are responsible for making themselves aware of applicable laws and regulations regarding the sale of their products or services and each Stallholder acknowledges they must abide by all such laws and regulations at all times.

10.1 Licenses and Registration

The Stallholder’s business conducted from the Site must have all permits, licenses and registrations required by law. All electrical equipment must be regularly maintained and have current testing tags attached as required by law.

  1. EMERGENCY COMPLIANCE
  • Stallholders are to comply with MoB’s Emergency Evacuation Plan and proceed to designated assembly areas when directed;
  • Stallholders will participate in any fire drills or emergency practice procedures if directed by MoB authorised staff. 
  1. LIABILITY

Stallholders operate their business and occupy their Site at their own risk. MoB accepts no liability for damages or costs associated with the actions of Stallholders. The Stallholder agrees to indemnify MoB on a full indemnity basis for all costs incurred by MoB arising from any claim, action suit or demand by any person against MoB as a result of the actions or omissions of stallholders, stallholder’s employees or stallholder’s products or services. 

  1. INDEMNITY
  • Stallholders participate in the market at their own risk. Stallholders must extend this to any assignees, and they are to be aware that they enter the venues at their own risk too.
  • Each Stallholder must agree to indemnify MoB contractors and venues against any claim in respect of the following:
    • Personal injury or death.
    • Loss or damage/destruction to or loss of use of all property real or personal.
  • Any other liability, loss or damage in respect of breach of agreement or professional negligence.
  • MoB accepts no liability for any damages or costs whatsoever arising, either directly or indirectly from products sold by Stallholder’s

14.0 SIGNATURE STALLHOLDERS AND REPRESENTATIVES

The signatory to this Agreement must be present on the market day unless the Stallholder obtains prior written approval to nominate a different person (such consent will not be unreasonably refused). Each stallholder must ensure they provide a copy of this Agreement to any person operating their stall to ensure their compliance with these terms and conditions. That person will ultimately be responsible for all actions or inaction of their representatives.

15.0 DEFAULT AND TERMINATION

15.1 Notice to Terminate – Without Default

Either party may terminate this Agreement by giving the other one (1) months written notice expiring on any date.

15.2 Stallholder Default & MoB Termination Rights

If the Stallholder breaches a term of this Agreement, then MoB may:

  1. Provide the Stallholder a notice to remedy the breach and require the Stallholder to take steps to correct any default of this Agreement within a reasonable time, failing which, MoB may terminate this Agreement by providing written notice to the Stallholder; OR
  2. Terminate this Agreement effective immediately by providing the Stallholder written notice. No refunds will be given on site fees.

616.0 GENERAL

16.1 Notices

Any notice or other communication to a party under this document must be in writing and delivered personally, sent by prepaid mail, or sent by email to the recipient at the address appearing in Schedule 1 or such other address or facsimile number as the recipient may have notified to the sender.

16.2 Confidentiality

  1. The terms and conditions of this document and all negotiations between the parties relating to the subject matter of this document are confidential.
  2. A party must not make any public disclosure, communication or announcement about this document except with the prior written consent of the other party or to comply with accounting, legal, stock exchange or other regulatory requirements.

16.3 Costs

Each party will bear its own costs in relation to this Agreement.

16.4 Waiver

  1. A failure or delay in exercise, or partial exercise, of a right, power, authority, discretion or remedy arising from a breach of or default under this document, does not result in a waiver of that right, power, authority, discretion or remedy.
  2. A party is not entitled to rely on a delay in the exercise or non-exercise of a right, power, authority, discretion or remedy arising from a breach of this document or default under this document as constituting a waiver of that right, power, authority, discretion or remedy.

16.5 Further Assurance

All parties must do all things reasonably necessary to give full effect to this document and the transactions contemplated by this document.

16.6 Severability

If any part of this document is, or becomes, legally invalid or unenforceable, the remainder of this document subsists and remains enforceable.

16.7 Governing Law

This document is governed by the law of Queensland.