Instant Sponsor

Terms & Conditions

Disclaimer

Untitled Document

INSTANT SPONSOR’S STANDARD TERMS

The following terms and conditions together with the documents and information listed in clause 1(4) apply to every

transaction between Instant Sponsor Pty Ltd ACN 146 280 551 (us or we) or Instant Sponsor USA LLC and you, the customer (you or the

Customer).

When you place a bid with us 10% GST will be added to your bid if the transaction between us and you is a

taxable supply for Australian tax law purposes. Please refer to clause 12 in this regard.

  1. Membership and Registration
    1. In order to enter into a transaction with us and access our services (Services) you must be a member.
    2. If you register with us via our website (www.instantsponsor.com) you become a “Member”.
    3. To register, you must:
      1. be at least 18 years of age (if registering individually);
      2. consent to our website terms
      3. consent to our collection, use and disclosure of your personal information as set out in our privacy policy;
      4. pay the membership fee at the then current rate;
      5. provide us with:
        1. the details of your place of residence for tax purposes;
        2. your Australian Business Number (ABN), if any;
        3. your name and/or logo for sponsorship purposes in JPEG or EPS and otherwise in accordance with our directions to you (Logo);
        4. any other information we request from you.
    4. By registering as a Member, you acknowledge that you have read and understood our membership terms, the terms and privacy policy mentioned above as well as this document and confirm you understanding that any agreement between us and you is governed by:
      1. this document;
      2. our membership terms;
      3. our privacy policy;
      4. our website terms;
      5. any information posted on our website relevant to the Sponsorship Opportunity you bid on, including our payment time frame and terms (referred to collectively as Standard Terms throughout this document).
    5. If there is any inconsistency between this document and the documents or information listed in clause 1(4), the terms of this document prevail.
    6. You warrant that, when registering to be a Member and at any time we request information from you, you will provide accurate and complete information.
    7. You warrant that you will not do, or permit or allow any person to use the membership number or profile allocated to you by us.
  2. Our Business
    1. We are in the business of arranging for an athlete, entertainer, performer, professional, other celebrity or person, group or team of people or event (Personality) to be sponsored by a Member of ours for a particular event (including part of an event) day or time.
    2. Once we arrange for a Personality to be available for sponsorship by a Member of ours, we may (but are not obliged to) publish this offering on our website (Sponsorship Opportunity).
  3. Offer and Acceptance
    1. We make an offer to you as our Member by posting a Sponsorship Opportunity on our website.
    2. By placing a bid via our website, as directed by us on our website, you are advising us that you wish to accept the Sponsorship Opportunity you bid on and agree to our Standard Terms.
      1. As set out in clause 1(4) our Standard Terms include any information posted on our website relevant to the Sponsorship Opportunity you bid on, including our payment time frame and terms.
      2. Further, as set out in clause 12, your winning bid will attract an additional 10% GST if the transaction between us and you is a taxable supply for Australian tax law purposes.
    3. Subject to you otherwise complying with our Standard Terms, if your bid is the winning bid, you are deemed to accept our offer and a contact is formed between you and us for the relevant Sponsorship Opportunity which is governed by our Standard Terms.
    4. Once a contract is formed between us and you, you are bound to proceed with the contract and cannot terminate our arrangement.
    5. All bids must be bona fide and we reserve the right to reject any bids that are not. For example, bids below the reserve or bogus bids.
  4. Notification of Winning Bid and Payment
    1. We will contact you by email to the email address you have provided to us if you place a winning bid and a contract is formed between us and you for the relevant Sponsorship Opportunity.
    2. You must pay the amount equal to your winning bid plus any applicable GST to us:
      1. within the time frame stipulated by us; and
      2. by the method directed by us;
      3. on our website in connection with the relevant Sponsorship Opportunity.
    3. If you do not make the required payment within the required timeframe or otherwise breach our Standard Terms, we may:
      1. immediately terminate the contract with you (by notice by email or other means);
      2. make a further offer of the same Sponsorship Opportunity to third parties; and
      3. take action against you for breach of your agreement with us as set out in clause 11.
    4. If you do not make the required payment within the required timeframe or otherwise breach our Standard Terms and, you make a subsequent bid for the same Sponsorship Opportunity or, a different Sponsorship Opportunity, we may choose not to accept your bid.
      1. If we make this choice, no contract is formed between us and you.
  5. Arranging the Sponsorship
    1. Subject to clause 5(8), if you place the winning bid and you comply with our Standard Terms, including our payment terms, you will be entitled to display your Logo, on the Personality, at the times described in the relevant Sponsorship Opportunity.
    2. We will display your Logo on the Personality, at the times described in the relevant Sponsorship Opportunity.
    3. Your logo must be suitable, as determined by us in our absolute discretion, taking into consideration the needs and requirements of the Personality, the information contained on our website in respect of the relevant Sponsorship Opportunity.
    4. We reserve the right to alter you Logo in any way we see fit.
    5. If you fail to provide your Logo at the time of becoming a member or, if your Logo changes you do not provide us with your varied Logo prior to placing a bid on the Sponsorship Opportunity:
      1. we cannot guarantee that the Sponsorship Opportunity will proceed; and
      2. you acknowledge and agree that we will retain all amounts paid to us by you and you will not be entitled to any refund.
    6. Provided you comply with our Standard Terms, we will arrange for your Logo to be displayed on the person you are sponsoring.
    7. If your Logo is not available to us in accordance with our Standard Terms or you otherwise breach our Standard Terms, we may:
      1. immediately terminate the contract with you (by notice by email or other means);
      2. make a further offer of the same Sponsorship Opportunity to third parties; and
      3. take action against you for breach of your agreement with us as set out in clause 11.
    8. If a circumstance beyond our reasonable control occurs which results in us being unable to facilitate the Sponsorship Opportunity for you on time, we may substitute the Sponsorship Opportunity with a comparable opportunity in our sole discretion.
    9. Further we may decline a winning bid and immediately terminate this contract if the winning bidder is not a match for the Sponsorship Opportunity as determined in our absolute discretion. If we take such action, the provisions of clause 5 (7.1) and 5 (7.2) apply.
  6. Your Rights and Our Indemnity
    1. Your right to sponsor a Personality associated with a Sponsorship Opportunity terminates when the relevant sponsorship period ends.
    2. You must not hold yourself out to be associated with the Personality associated with the Sponsorship opportunity in any way after the sponsorship ends.
    3. Displaying photographs or other footage of the Personality displaying your name and/or Logo on your website or other marketing or promotional material produced by you or, referring to the Personality as being associated with you in any way in a private or public forum or medium is deemed to be a breach of this condition and our Standard Terms.
    4. You agree to indemnify us and keep us indemnified against any claims that arise due to your breach of this clause and otherwise of our Standard Terms.
  7. Our Rights and Limitation of Liability
    1. To the extent the law permits we exclude all liability whatsoever to you arising out of or in any way connected with our goods and services for any consequential or indirect losses of any kind howsoever arising and whether caused by breach of statute, breach of contract, negligence or other tort. Consequential or indirect losses will be taken to include but not be limited to:
      1. any loss of income, profit or business;
      2. any loss in the nature of overhead costs; and
      3. any loss of goodwill or reputation.
    2. We give no warranties either express or implied as to merchantability, fitness for purpose or otherwise with respect to the goods and services other than as required by any applicable legislation. We will not be liable for any prospective profits or special, indirect or consequential damages or for any expense resulting from use by the Customer or others of defective goods and services. Our liability will not be greater than the sale price of the goods and services to you.
    3. You agree that we may use photographs and other footage of the Personality you sponsor displaying your name and/or Logo on our website and other promotional and marketing material.
  8. Your Warranties
    1. You, your directors, officers and personnel represent and warrant that at all times:
      1. you have the power and authority to enter into and perform your obligations under our Standard Terms;
      2. you have taken all necessary action to authorise the execution, delivery and performance of our Standard Terms and the requirements of your constitution, rules, by-laws and other governing documents, directives and resolutions;
      3. the execution and performance by you of our Standard Terms does not and will not violate:4
        1. any law, authorisation, ruling, consent, judgment, order or decree of any governmental agency or other body;
        2. your constitution, rules, by-laws and other governing documents, directives and resolutions; or
        3. any contractual obligation which is binding upon your;
      4. by entering into an complying with your obligations under our Standard Terms or displaying your name or Logo in connection with the Sponsorship Opportunity or Personality will not be in breach of any agreement or undertaking you or your Personnel have with any other person;
      5. in performing your obligations under our Standard Terms, you will not infringe the intellectual property rights of any person;
      6. you and your personnel will not do anything which is of an offensive, illegal, fraudulent or defamatory nature which may bring disrepute or harm to us, the person you sponsor of the associated activity of event;
      7. the use of your name and or Logo in connection with the Sponsorship Opportunity or Personality will not infringe the intellectual property rights of any person or any law;that you will not do anything to damage ours or a Personality associated with a Sponsorship Opportunity’s reputation or goodwill.
  9. Force Majeure
    1. If a delay or failure by us to perform our obligations due to Force Majeure exceeds a reasonable period as determined by us, we may immediately terminate our contract with you by providing notice to you.
    2. If our contract is terminated pursuant to this clause we will refund the amount paid by you to us, or any part of it as reasonably determined by us having regard to the extent of benefit you received in connection with the Sponsorship Opportunity.
    3. “Force Majeure” means circumstances beyond our reasonable control which results in us being unable to perform our obligations under our Standard Terms on time or at all, and includes but is not limited to:
      1. acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any other natural disasters;
      2. acts of war, acts of public enemies, terrorism, riots, civil commotion and sabotage;
      3. public health or similar issues, strikes or other industrial action or disputes not involving employees, members or participants of the party seeking to rely on the Force Majeure event;
    4. cancellation of postponement of an event relevant to a Sponsorship Opportunity;
    5. the Personality associated with a Sponsorship Opportunity not being able to carry out the terms of the Sponsorship Opportunity for any reason.
  10. Future Sponsorships
    1. If you enter into any sponsorship arrangement in the future with a person that we facilitated you sponsoring without our assistance, you agree to procure payment to us of an amount equal to 20% of the consideration or monetary value you pay to the person you sponsor under your arrangement with them.
  11. Default
    1. Notwithstanding any other provision of our Standard Terms, if you breach our Standard Terms (including a payment term), we may:
      1. immediately terminate our contract with you by written notice to you;
      2. refuse to supply the Services to you or facilitate the Sponsorship Opportunity for you;
      3. suspend or terminate your access to our Services, future Sponsorship Opportunity or parts of it;
      4. cancel your membership with us; and/or
      5. take whatever action we consider appropriate to recover any direct, indirect or consequential loss, damage or expenses that we incurred or suffered as a result of your breach, including costs on a full indemnity basis.
  12. GST
    1. The consideration payable by you to us (your winning bid) has been fixed without regard to the impact of GST.
    2. If GST is or becomes payable on a Taxable Supply made under or in connection with our Standard Terms, the party providing consideration for that Taxable Supply (you as the recipient) must pay an additional amount equal to the GST payable on the Taxable Supply to us.
    3. The additional amount payable under clause 12(b) must be paid at the same time as the consideration for the Taxable Supply is paid to us or on the date on which the party making the supply (us) delivers a Tax Invoice (whichever is later).
    4. You may request a Tax Invoice from us.
    5. “GST”, “Tax Invoice” and “Taxable Supply” have the meaning given in A New Tax System (Goods and Services Tax) Act 1999.
  13. Notices
    1. You can contact us as set out on our contact us page
    2. We can contact you at any of your postal or home address, your facsimile or telephone number and your email address as advised to us by you when you register as a Member or at any other address advised in writing to us by you.
    3. All notices given under this document must be in writing and may be delivered in person or by mail or sent by facsimile or electronic transmission to the address for service notified by the receiving party to the sending party.
    4. A party may change its particulars for service by notice in writing to the other parties.
    5. A notice sent by post will be deemed received three days after posting.
    6. A notice sent by facsimile transmission will be deemed received on the date stated on the facsimile transmission report produced by the machine sending the facsimile.
    7. A notice sent by electronic transmission will be deemed received in accordance with the provisions of section 14 of the Electronic Transactions Act 1999.
  14. Confidentiality
    1. Any information in relation to a Personality, Sponsorship Opportunity or the arrangement between you and us that is not in the public domain (including information that is in the public domain due to a breach by you of this clause) is confidential and any publication by you of such information in any form or medium will be deemed to be a breach of our Standard Terms
  15. General
    1. Our Standard Terms are governed by the laws in force in Queensland, Australia. By transacting with us you agree to submit to the non-exclusive jurisdiction of the Courts of Queensland.
    2. Any transaction between us and you is subject to our Standard Terms.
    3. Our Standard Terms constitute the entire agreement between you and us. Any prior arrangements, agreements, representations or undertakings are superseded.
    4. Any failure by us to enforce any of our Standard Terms or any forbearance, delay or indulgence granted by us to you will not be construed as a waiver of our rights under our Standard Terms.
    5. The provisions of our Standard Terms and every part of each provision will be severable.
    6. If any provision is found to be unlawful, void or unenforceable, then that provision will be read down to the extent necessary to ensure that it does not infringe any law or is not otherwise void or unenforceable so as to give it a valid operation of a partial character.
    7. If the infringing provision cannot be read down it will be deemed to be deleted and the remaining provisions will continue to have their full force and effect.
    8. An obligation of two or more persons under our Standard Terms binds them jointly and severally and every expressed or implied agreement or undertaking by which two or more persons derive any benefit in terms of this document will take effect for the benefit of those persons jointly and severally.
    9. We may assign or subcontract our Standard Terms and any of our rights and obligations under our Standard Terms to a third party. You may not assign your rights or obligations under our Standard Terms except with our prior written consent.
    10. The rights and obligations of us and you contained in our Standard Terms will not be extinguished when the transaction between us and you comes to an end.
    11. All of our rights and remedies under our Standard Terms are in addition to our other rights and remedies and are cumulative not alternative.
    12. Our Standard Terms may not be varied except in writing signed by our properly authorised representative.
    13. We may vary our Standard Terms from time to time. Provided any variations are notified to you, your use of, or access to our Services or any further dealings with us confirms your acceptance to our varied Standard Terms.
    14. You may not vary our Standard Terms except with the agreement in writing and signed by our properly authorised representative.
    15. Each party will sign and complete all further documents and do anything else that may be reasonably necessary to affect, perfect or complete the provisions of our Standard Terms and the transactions to which it relates.
    16. Any reference to a party in this document includes, and any obligation or benefit under this document will bind or take effect for the benefit of, that party’s executors, trustees, administrators, successors in title and permitted assigns.
    17. Each party will bear its own legal and other costs and expenses relating to our Standard Terms. You must pay any stamp or transfer duty.
    18. Time will be of the essence as regards a date or period determined under this document except that a date or period may be altered by agreement in which case time will be of the essence for date or period as altered.
    19. Words in the singular include the plural and vice versa.
    20. Words indicating any gender indicate the appropriate gender.
    21. Where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings.
    22. A reference to a person is to be construed as a reference to an individual, body corporate, unincorporated association, partnership, joint venture or government body.
    23. References to any document (including this document) include references to the document as amended, consolidated, supplemented, novated or replaced.
    24. A reference to a statute includes a reference to or citation of all enactments amending or consolidating the statute and to an enactment substituted for the statute.
    25. Monetary references are references to USD currency.
    26. Time references are reference to Australian Eastern Standard time.

CJC10087871 3644172v4