1. Definitions: The following definitions apply unless the context requires otherwise.
“Agreement” means the agreement between SATC and the Entrant described in clause 2.
“Business Day” means any day not being a Saturday, Sunday, or public holiday in South Australia.
“Conditions” means these World Solar Challenge Entry Conditions.
“Confirmation Date” means the date SATC sends a confirmation to the Entrant.
“Entrant” means the party named as the “Institution/Entrant” in the World Solar Challenge Application or as substituted in accordance with these Conditions.
“Entry Fees” means the application fee and any other fees or charges that may be payable by the Entrant in return for participation in the Event including GST.
“Event” means the biennial World Solar Challenge solar-powered car race event from Darwin, Northern Territory, to Adelaide, South Australia.
“GST” means any tax in the nature of a tax on, or on the supply of, goods, real property, services or any other thing levied, imposed or assessed by the Commonwealth of Australia or any State or Territory of Australia or municipal authority which may operate at any time during the term of this Agreement.
“Intellectual Property Rights” means all industrial and intellectual property rights including all: (a) know how, trade secrets, copyright, trademarks (whether registered or unregistered), designs, patents and any right to have confidential information kept confidential; and (b) any application or right to apply for registration of any of the rights referred to in the immediately preceding paragraph (a).
“Personnel” means any employees, agents and any other person employed or engaged by the Entrant.
“Regulations” means the 2021 Bridgestone World Solar Challenge Regulations for the Event published by the SATC from time to time (available at http://www.worldsolarchallenge.org/teams/2021-regulations).
“SATC” means South Australian Tourism Commission (ABN 80 485 623 691), a body corporate pursuant to the South Australian Tourism Commission Act 1993 (SA) of Level 9 250 Victoria Square/Tarntanyangga, Adelaide SA 5000.
“Team Manager's Guide” means the 2021 BWSC Team Manager's Guide for the Event published by the SATC from time to time (available at http://www.worldsolarchallenge.org/teams/important-information).
“World Solar Challenge Application” means the application for entry by the Entrant to participate in the Event made on the website for the Event published by SATC from time to time (available at https://satc-d365-portal-01.powerappsportals.com/bwsc_home/entryform/).
2. Authority to Enter into Agreement: The Entrant represents and warrants that it is authorised to: (a) enter into this Agreement and that in so doing it is not in violation of the terms or conditions of any contract or other agreement to which it may be a party; (b) exercise all of the powers and functions of his or her party under this Agreement; and (c) bind his or her party in relation to any matter arising out of or in connection with this Agreement.
3. Agreement: This Agreement binds SATC and the Entrant from the Confirmation Date and terminates on Tue 2/11/2021 (“Term”), unless otherwise terminated in accordance with the terms of this Agreement. The Agreement consists of: (a) these Conditions; (b) the Regulations; (c) Team Manager’s Guide; and (d) any amendments or variations made in accordance with these Conditions. The terms of any other document (including any document of the Entrant) that purports to form part of the Agreement is hereby excluded unless expressly confirmed in writing by SATC as forming part of the Agreement. In case of any inconsistency between a provision of these Conditions and any provision of any other document forming part of the Agreement, these Conditions will prevail.
4. Payment: The Entrant must pay the Entry Fees in accordance with this clause 4. The Entrant must pay the Entry Fees up-front in full as set out in the World Solar Challenge Application. SATC will provide an invoice(s) to the Entrant for the Entry Fees. The Entrant must make payment of an invoice by the due date for payment specified in the invoice. The Entry Fees and any other payments to be made under these Conditions are inclusive of GST unless otherwise specified. SATC is not required to permit the Entrant to participate in the Event unless and until the Entry Fees have been paid in full in accordance with this clause 4.
5. Intellectual Property Rights: The parties acknowledge that the Intellectual Property Rights of each party is that party’s (“first party”) sole and exclusive property and that by this Agreement the other party (“second party”) acquires no right, title or interest in the Intellectual Property Rights of the first party. The Entrant licences SATC to use the Entrant’s logo, trademarks, corporate name and other promotional material as may be required by SATC in fulfilment of its obligations under this Agreement. The Entrant acknowledges that any Intellectual Property Rights developed in relation to the Event is the sole and exclusive property of SATC.
6. No advertising or promotion: The Entrant must not without the prior written consent of SATC: (a) use any trade mark or other Intellectual Property owned by SATC; or (b) use the name of SATC or of the Event in any way that connects it with the Entrant such that it implies or gives the impression that the Entrant or the Entrant’s activities are endorsed by SATC or that the Entrant is a sponsor or in some other way connected to SATC or the Event.
7. Lawful Directions: The Entrant must at all times obey the lawful directions of SATC, or officers, employees or agents of SATC.
8. Compliance with Laws: The Entrant must comply with the laws in force in the State of South Australia in performing its obligations under this Agreement.
9. Transfer of benefits: The Entrant must not sell, on-sell, exchange for valuable consideration, assign, licence, sub-licence, transfer, bundle with other goods or services, or otherwise commercially deal with any of the rights, benefits and entitlements contained in the Agreement without prior written consent of SATC, which consent will be exercisable in its absolute discretion and may include such conditions as SATC sees fit.
10. Release and Indemnity: To the extent permitted by law, the Entrant excludes, releases and forever discharges SATC from all liability for claims, loss, damage, costs or expenses (whether arising under statute, from negligence, personal injury, death, property damage, infringement of third party rights or otherwise) arising from or in connection with this Agreement. SATC will not be responsible for acts, omissions or defaults of the Entrant, Personnel, directors, officers and anyone acting on behalf of or at any of the Entrant’s direction) (“indemnifying party”) nor, to the extent permitted by law, will any of SATC be liable for any claim, loss, damage, cost or expense (whether arising under statute, from negligence, personal injury, death, property damage or infringement of third party rights or otherwise) arising from any act, matter or thing done, or permitted or omitted to be done, by the indemnifying party pursuant to, in default of or in connection with this Agreement. The indemnifying party indemnifies and must keep indemnified SATC against all such claims, loss, liability, damage, cost or expense which may be incurred or sustained by SATC arising from any act, matter or thing done, permitted or omitted to be done by the indemnifying party pursuant to, in default of or in connection with this Agreement.
11. Unforeseen events: SATC is excused from performing its obligations under this Agreement to the extent it is prevented by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, acts of war, weather, riots and strikes outside its organisation, communicable disease crisis and quarantine restrictions.
12. Termination by SATC: SATC may immediately terminate this Agreement by notice in writing if the Entrant: (a) fails to make any payment for the Services in accordance with these Conditions; (b) is in breach of any other term of this Agreement; and (i) the breach cannot be remedied; or (ii) the Entrant fails to remedy such breach within 7 days of receipt of a written notice from SATC requiring it to do so; (c) assigns or purports to assign any of its rights or obligations under these Conditions in breach of this Agreement; or (d) enters into or is placed under any form of insolvency administration, is insolvent, or is otherwise unable pay its debts as and when they fall due.
13. Effect of termination by SATC: Unless otherwise agreed in writing by SATC, the Entrant agrees that immediately upon termination by SATC under these Conditions: (a) the Entrant will forfeit all monies paid to SATC prior to termination; (b) SATC will be free to enter into an agreement with any third party covering any or all of the rights, benefits and entitlements under the Agreement; and (c) the forfeit of any monies pursuant these Conditions and the termination of the Agreement will not preclude any other rights which SATC may have against the Entrant as a result of the Entrant’s default including, in particular, the right to claim damages for breach of the Agreement or otherwise at law.
14. Refund of monies to Entrant: SATC may cancel the Agreement and refund amounts paid to SATC by the Entrant on receipt of written notice from the Entrant. If SATC receives notice of termination, SATC will refund that portion of the Entry Fees specified in the Regulations.
15. Conditions of refund: Upon receipt of any refund paid to the Entrant under these Conditions, SATC will thereby be released and discharged by the Entrant from all claims and damages of any kind in relation to this Agreement.
16. Publicity: The Entrant must, at SATC’s request, participate in all promotional activity (such as publicity and photography) surrounding the Event, free of charge, and sign any additional documents reasonably required by SATC to give effect to this condition. The Entrant consents to SATC using the Entrant’s name, likeness, image and/or voice (including photograph, film and/or recording of the same) in any media for an unlimited period of time without further notification, remuneration or compensation for the purpose of promoting, publicising or marketing the Event (including any outcome), or promoting any products or services manufactured, distributed and/or supplied by SATC.
a. Agreement disclosure: SATC may disclose this Agreement and/or information in relation to this Agreement in either printed or electronic form and either generally to the public or to a particular person as a result of a specific request. Nothing in this clause derogates from: (a) the Entrant’s obligations under any provisions of this Agreement; or (b) the provisions of the Freedom of Information Act 1991 (SA).
c. Continuing Conditions: Conditions: Clauses 5 (Intellectual Property Rights), 6 (No advertising or promotion), 10 (Release and Indemnity), 13 (Effect of termination by SATC), 15 (Conditions of refund), and 17 (Miscellaneous) continue to apply after termination or expiration of this Agreement.
d. Severability of provisions: Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction is ineffective only to the extent of the prohibition or unenforceability.
e. No waiver: No failure to exercise nor any delay in exercising any right, power or remedy by SATC operates as a waiver.
f. Amendment: SATC reserves the right to modify or amend the Agreement, in whole or in part, at any time without notice.
g. Governing law and jurisdiction: This Agreement is governed by the laws in the State of South Australia. The courts of the State of South Australia have exclusive jurisdiction in connection with this Agreement.
h. Auditor-General: Nothing in this Agreement derogates from the powers of the Auditor-General under the Public Finance and Audit Act 1987 (SA).