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Open Program Venue Terms and Conditions

Commercial Terms

Item 1: BIFB
Ballarat International Foto Biennale Inc.
openprogram@ballaratfoto.org

Item 2: Licensor
Venue as specified in the Open Program Venues / Update Details form on ballaratfoto.org

Item 3: Premises
Venue address as specified in the Open Program Venues / Update Details form on ballaratfoto.org

Item 4: Festival
Ballarat International Foto Biennale 2021

Item 5: Permitted Use
The exhibition of works as part of the festival

Item 6: Licence Period
28 August – 24 October 2021 – plus install and deinstall

Item 7: Exhibition Hours
The exhibition hours specified in the Open Program Venues / Update Details form on ballaratfoto.org

Installation: Time and date to be agreed by licensor and artist
Exhibition opening date: 28 August 2021
Exhibition closing date: 24 October 2021
Deinstallation: The exhibition must be removed before 20 December 2021 and may not remain within the venue

Opening hours: The festival is open seven days a week, the majority of our audiences (tourists) are here Friday, Saturday, Sunday and Monday. We advise that you stay open as often as you can during the Biennale.

Item 8: Additional Services
The services specified below, corollary services and such other services as agreed between the parties from time to time.

Additional Services (Responsibilities)
Removal of existing art works: Licensor
Installation of fringe exhibition: Artist
Manning of fringe exhibition: Artist/Licensor
Deinstallation of fringe exhibition: Artist

Marketing/Promotion: Venue must promote the Open Program exhibiting artist and the 2021 Ballarat International Foto Biennale on social media channels, website and newsletters (where applicable). BIFB will provide an ‘Open Program’ social media tile and URL for use.

Item 9: Insurance
Insurance which covers all persons attending the premises in relation to public liability each with a policy limit of not less than $20,000,000 per single claim.

Parties

A   BIFB

B   Licensor

Background

A   BIFB is an association duly incorporated in accordance with Australian law.

B   The Licensor is the lawful occupier of the Premises.

C   The Licensor’s agrees to grant to BIFB a licence to use the Premises on the terms and conditions of this deed.

Operative Clauses

1. Term

1.1 This deed:

(a) commences on the date it has been signed by all parties; and

(b) ends on earlier of:

(i)  the date this deed is terminated in accordance with this deed; and

(ii) the end of the Licence Period.

2. Grant of Licence

2.1 The Licensor grants to the BIFB a right to occupy and use the Premises during the for the Permitted Use during Exhibition Hours.

2.2 The Licensor warrants that it is the lawful occupier of the Premises and has the right to enter into this agreement.

3. Licensor’s other obligations

3.1 The Licensor must:

(a) procure the carrying of the Additional Services in a professional manner;

(b) give the relevant artist all reasonable access to the Premises during the period between the installation date and the deinstallation date (as defined in Item 7 of the Commercial Terms);

(c) not interfere with, alter, remove or damage any of the Works;

(d) take all reasonable precautions to prevent assault, illness or injury to any person in the Premises; and

(e) procure all reasonable crowd control and safety measures.

4. Fees and outgoings

4.1 BIFB is not obliged to procure, pay or contribute any amounts under this deed:

(a) in the nature of rents, licence fees or outgoings; or

(b) with respect to cleaning, repair or maintenance of the Premises for the Licence Period.

5. Termination and expiration

5.1 BIFB may terminate this deed immediately with 30 days’ written notice to the other party.

6.  Indemnities

6.1 The Licensor must indemnify and keep indemnified BIFB from and against all Claims whatsoever to which BIFB must or may be or become liable for or in respect of non-compliance by the Licensor with:

(a) this deed; or

(b) the Law;

including in respect of all losses, damages, accidents or injuries of whatsoever nature or kind and howsoever sustained or occasioned (and whether to any property or to any person or resulting in the destruction of any property or the death of any person or not) at or upon the Premises or originating on the Premises although occurring or sustained outside the same,

7. Insurance

7.1 The Licensor must maintain the Insurance with respect to the Premises at all times.

8. Duration of Provisions

8.1 The covenants, rights, entitlements, duties and obligations contained in this deed do not merge upon termination of this deed but to the extent that they are capable of having effect after termination of this deed remain in full force and effect.

9. Governing Law

9.1 This deed is governed by the laws of the State of Victoria, except to the extent to which they are overridden by Commonwealth laws.

9.2 The parties submit to the jurisdiction of the courts of the State of Victoria.

10. Entire agreement

10.1 This deed represents the entire agreement between the parties with respect to its subject matter, and supersedes all prior understandings, representations or arrangements between the parties in connection with it. Any modification or variation to this deed must be in writing signed on behalf of the parties.

11. Defined terms and interpretation

11.1 In this document including the background and any schedules, unless otherwise state or except where the context otherwise requires:

(a) another grammatical form of a defined word or expression has a corresponding meaning;

(b) the singular includes the plural and vice versa, and a gender includes other genders;

(c) a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, this document, and a reference to this document includes any schedule or annexure;

(d) any agreement, representation, warranty or indemnity by two or more parties (including where two or more persons are included in the same defined term) binds them jointly and severally;

(e) a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this document or any part of it;

(f) a reference to any thing includes any part of that thing and a reference to a group of things or persons includes each thing or person in that group;

(g) headings are for ease of reference only and do not affect interpretation;

(h) “Claim” means any claim, demand, Proceeding or cause of action of any nature whatsoever (including for Damages):

(i) whether in statute, contract, tort, warranty, strict liability, or any other legal theory or basis; and

(ii) whether for money or otherwise,

arising out of or in connection with a particular subject matter;

(i) “Damages” means all liabilities, losses, damages, costs and expenses (including all legal costs on a solicitor and own Client basis) whether incurred or awarded against a person and Expenses and costs of investigation, litigation, settlement, judgment, interest, fines and penalties, arising out of a right under this deed or a cause of action in connection with the operation of this deed (including any indemnity), including breach of contract, tort (including negligence) and any other common law, equitable or statutory cause of action;

(j) “Law” means all applicable laws from time to time including common law, statutes, ordinances, codes, regulations and other instruments under any of them; and

(k) “Works” means such photographic works as directed by BIFB in its absolute discretion.