Terms
Agreement relating to Official Agent – All Blacks Travel and Hospitality
Contract Summary
Parties
Name: Sports Travel & Hospitality New Zealand Limited
Short name: STH
Incorporated in: New Zealand
Registration: Company Number 3880562
Notice Details: Level 4, Tower 2, 205 Queen Street, Auckland, 1010, New Zealand
Email: [email protected]
Attention: Nick Rowland
Official Agent: Name [Full legal name of Agent]
Short name: Agent Incorporated in [Country]
Registration [Company Number]
Notice Details [Notice Address]
Attention [Main Contact]
Term
Commencing on signature of this Agreement by both parties and expiring on [INSERT END DATE] (“End Date”), unless terminated earlier in accordance with the terms of this Agreement.
Designation
“Official All Blacks Travel and Hospitality Agent”
Territory
[insert]
Commission
5% commission to Agent (or -5% off RRP at invoicing)
Payment Terms
Where commission is payable to an Agent, STH shall issue an invoice to the Agent for the cost of the Package minus the Commission. Where part-payment is applicable, the total Commission value shall be applied as a reduction to the final invoice. If any deposit or part-payment is made prior to final settlement, the Commission will not be applied to the deposit invoice. The Commission deduction will be calculated and reflected only on the final payment due.
Example:
Booking Value: NZD $10,000 Commission Rate: 5% Payment Schedule:
Deposit (50%): NZD $5,000 → No commission credit applied Final Payment (50%): NZD $5,000 Less Commission: NZD $500 Final Payment Due: NZD $4,500
Reporting Requirements
1. At least four weeks prior to the Match (unless otherwise agreed), Agent is to provide STH (who shall then provide to New Zealand Rugby), the name, suburb, state of residence, country and seat number details of each purchaser of a Package from the Agent to be used by New Zealand Rugby for event operational reasons only.
2. STH may from time to time require reasonable additional reporting, provided it gives reasonable notice of such requests.
STH Banking Details
Bank: ASB Bank
Branch: 12 Jellicoe Street, Wynyard Quarter, Auckland 1010
Bank account number: 12-3403-0001829-01
Account name: Sports Travel and Hospitality New Zealand Limited
BSB (Sort code):
SWIFT(BIC) CODE: ASBBNZ2A
Background
A) STH has been appointed by New Zealand Rugby Commercial LP (NZR) as the official partner for travel and hospitality for Matches and has been granted an exclusive license to distribute purchase Packages (as defined herein), as developed and delivered by STH.
B) STH wishes to appoint respected and recognised official travel and hospitality agents (Agent) to purchase All Blacks Tavel and Packages for resale to customers.
C) STH wishes to appoint the Agent, and the Agent wishes to accept the appointment, to purchase All Blacks Tavel and Packages on a non-exclusive basis, on the terms of this Agreement.
1. Appointment of Agent
1.1 STH appoints the Agent during the Term as one of its non-exclusive Agents for Packages. The appointment provides the Agent with rights to acquire Packages from STH and resell to its Clients.
1.2 For the avoidance of doubt, the rights granted to the Agent above do not preclude STH (or its appointed supplier) from marketing, reselling, and distributing Packages itself.
1.3 STH supplies the Package to the Agent on the following conditions:
(a) If the Agent is in breach of any of its obligations or undertakings in this Agreement at any time then, without prejudice to any other remedy that STH might have pursuant to this Agreement, STH may suspend the right of the Agent granted by STH under this Agreement to resell, advertise for resale or promote Packages to third parties until such time as the Agent has rectified such breach as determined by STH in its sole discretion.
(b) The Agent shall use its best endeavours to ensure that none of the Agent’s Clients transfer, resell, offer for resale, expose, or make available for resale or otherwise dispose of any Tickets received in a Package.
(c) The Agent shall ensure that the Package T&C’s are incorporated into the Agent’s contract with each and every Client and that, in this regard, the Client will, in purchasing a Package, formally accept and agree to be bound by (and to comply with) the Package T&C’s.
(d) Every Client shall be obliged to inform any guests or third parties, to whom they provide a Package, of the Package T&C’s and that in accepting the Package from the Client, such guest or third party formally accepts and agrees to be bound by (and to comply with) the Package T&C’s.
(e) The Client shall be informed by the Agent (prior to purchase) that any breach of the Package
T&C’s (including, for the avoidance of doubt, the prohibitions on resale, transfer and commercial use) may result in the cancellation of the relevant Tickets (as applicable).
(f) The Agent shall not sell, or otherwise supply, any Package to a person or organisation whom the Agent suspects, or ought to reasonably suspect, intends to use or deal with the Package or Ticket in a manner contrary to the Package T&C’s. Any failure by the Agent to comply with the requirements of this clause shall constitute a material breach of this Agreement which shall entitle STH to terminate this Agreement with immediate effect, without prejudice to any other rights that STH may have.
(g) The Agent shall not resupply, resell, permit or otherwise distribute Tickets to third parties as part of Package and/or standalone Tickets as prizes in competitions, sweepstakes or for any promotional purposes. In addition, the Agent shall not resell Tickets to third parties as part of Package and/or standalone Tickets to third parties who will or intend to use or offer (or are likely to use or offer) such Package or Tickets as prizes in competitions, sweepstakes or for any promotional purposes or for Ambush Marketing. The Agent agrees to validly incorporate
this prohibition into all agreements with Clients (so that Clients shall be contractually prohibited from using any such Package and/or Ticket in any activity as specified above). Any breach by the Agent of this clause shall be deemed material breach of this Agreement.
2. Orders
1.4 Payment for all orders shall be in accordance with the Payment Terms set out in the Contract Summary.
1.5 The Agent will not be allocated a fixed number of Packages for any particular Match, all Packages are subject to availability at the time of the order placed.
1.6 Agent acknowledges and agrees that Packages for a particular Match may not be located together.
Subject to the relevant Package being available, STH will use its reasonable endeavours to fulfil any specific individual requests from the Agent to try and provide certain Packages (in the same Ticket Category) that are located together. Neither STH nor NZR shall be liable for any failure to provide the Agent with Packages located together, regardless of any specific request from the Agent to do so.
1.7 All Package orders will be subject to availability.
3. Packages
1.8 STH supplies the Package to the Agent under this Agreement on the condition that the Agent represents, warrants and undertakes:
(a) to sell the Package only during the on-sale dates only as notified by STH;
(b) not include the Package as part of any other package unless agreed by STH;
(c) to sell the Package at or above the minimum retail price notified by STH;
(d) not to re-supply (including by way of marketing, reselling, transferring, offering for resale, distributing or otherwise disposing of) Tickets unless as part of the Package they have been sold with;
(e) not to purchase Packages or Tickets from third party other than STH (i.e. the Agent must only purchase Packages and Tickets from STH in accordance with this Agreement);
(f) only to resell Package to Clients who acknowledge and accept that Tickets are provided as part of a Package and that they will attend the Match utilising the Package;
(g) to maintain the integrity of and comply with the Ticket T&C to combat the availability of “black market” Tickets and Packages by procuring that purchaser of Package provide conclusive proof of identification; and
(h) the Agent acknowledges and agrees that:
(i) any breach of clause 3.1 shall be considered a material breach of this Agreement; and
(i) STH shall be entitled to terminate this Agreement with immediate effect and retain all money paid by the Agent under this Agreement, without prejudice to any other rights that STH may have.
1.9 STH supplies the Packages to the Agent under this Agreement on the condition that the Agent may only advertise the aggregate price of a Package and the Agent must not advertise, publish or disclose a price with respect to the individual Ticket forming part of the Package. This clause does not preclude Agent from disclosing the net price paid by the Agent for the relevant Ticket to a Client upon request by the Client.
4. Commission
1.10 In the event the Agent sells to a Client a Package which has been created by STH, STH shall pay Commission to the Agent.
1.11 The Agent’s entitlement to Commission shall retroactively become void in the event the Package is subsequently cancelled for reasons not attributable to STH (including but not limited to where a cancellation, rescheduling, or any other curtailment of the Event has taken place).
5. Ticket Conditions
1.12 The Agent acknowledges and agrees that all Packages to a Match are subject to the relevant Ticket T&C (in the form provided to the Agent but which may be amended, replaced or otherwise modified by NZR from time to time).
1.13 The Agent must bring to the attention of each person who purchases a Package from the Agent, the relevant Ticket T&C which apply to the holder of a Package.
1.14 The Agent must not sell or give any Package to a person or organisation whom the Agent suspects, or ought to reasonably suspect, intends to use or deal with the ticket in a manner contrary to the Ticket T&C (including but not limited to any onselling of Match Tickets or Packages, or promoting or advertising the sale of Match tickets or Packages).
1.15 The Agent acknowledges that if a Package is sold or used in breach of the Ticket T&C, NZR and STH reserves the right to deny the bearer of a Package entry, or to take other reasonable action, without providing the ticket holder or Agent a refund for that ticket.
6. Match Cancellation and Changes
1.16 If a Match is cancelled or there is a Change to the Match, either in whole or part, and not re-scheduled for any reason whatsoever, such cancellation or Change will not be a breach of this Agreement by STH.
1.17 For the purposes of clause 7.1, a “Change” to a Match includes but is not limited to the Match being, either in whole or part, rescheduled, relocated, extended, replaced with alternative content or impacted by changes to the permitted activities and capacities at the Venue for any reason whatsoever.
1.18 If a Match is cancelled (including being held without paying spectators) and not rescheduled, STH will provide a full refund for Packages purchased by the Agent for the cancelled Match.
1.19 Payment of all refunds specified in this clause 6 shall:
(a) be conditional on STH receiving the equivalent refund from NZR;
(b) be paid to the Agent within thirty (30) days of STH receiving the equivalent refund from NZR.
1.20 The Agent warrants, undertakes and agrees to pay any refunds it receives under this clause 6 to the relevant Client without deduction. The Agent shall, upon written request from STH, provide all relevant evidence that the refund has been paid to the Client.
7. No liability
1.21 Nothing in this Agreement is intended to constitute any warranty, recommendation or liability of STH or NZR in relation to Clients.
8. Purchase Fees
(a) The Agent shall pay to STH the price for each Package purchased by the Agent from STH under this Agreement.
(b) The Agent shall receive the Commission set out in the Contract Summary on the retail price notified by STH.
(c) The Agent shall pay to STH the price for each Package in accordance with the payment schedule set out in the Contract Summary.
(d) The Agent’s entitlement to Commission shall retroactively become void in the event the Package is subsequently cancelled for reasons not attributable to STH (including but not
limited to where a cancellation, rescheduling, or any other curtailment of the Match has taken place).
(e) Payment of all sums by the Agent pursuant to this Agreement shall be paid in NZD by bank transfer to STH’s bank account details of which shall be provided to the Agent by STH and will be updated where required. For the avoidance of doubt, all sums due from the Agent pursuant to this Agreement shall be paid exclusive of any applicable bank charges, which charges shall be borne by the Agent.
1.22 Without prejudice to any other rights that STH has under this Agreement, STH shall be entitled to charge interest on overdue payments at the rate of two per cent (2%) above the Reserve Bank of New Zealand’s base rate from time to time from the due date until the date of payment.
(f) The values quoted by STH under this Agreement are exclusive of any and all Taxes imposed or levied in connection with the supply of the Package (including, but not limited to Withholding Taxes or Sales Tax), which shall be additionally payable by the Agent. Without limiting the foregoing, the Agent shall be liable for any new Taxes imposed subsequent to the date of this Agreement in respect of the Package.
(g) If any Taxes are payable on any sum payable by the Agent pursuant to this Agreement, the sum otherwise so payable shall be grossed up by such amount as will ensure that, after payment of any Taxes charged on or in respect of such payment (other than any income or corporate tax on profits or income of the Agent), there shall be left a sum equal to that which would otherwise be payable pursuant to this Agreement.
(h) For the avoidance of doubt, any and all expenses, costs and charges incurred by the Agent in the performance of its obligations under this Agreement shall be the responsibility of the Agent unless otherwise expressly set out in this Agreement.
9. Delivery
1.23 All Packages will be delivered to the Agent in electronic format. STH shall liaise with the Agent in respect of the proposed electronic system for delivering the Tickets to the Agent.
1.24 The Agent acknowledges that delivery of the Package to STH is dependent on the supply timetable of NZR. The Agent agrees that STH accepts no liability for the timing of the availability of such Package nor does STH accept any liability or responsibility for delivery of the Package to the Client.
1.25 STH will not deliver any Package to the Agent unless all invoices issued by STH under this Agreement have been paid in full.
10. Promotion and marketing
1.26 The Agent shall, at all times during the Term, shall only actively promote, market, advertise the Packages for sale at the prior written consent of STH.
1.27 All materials for promotional or marketing purposes in relation to the Packages, including any use of NZR Marks will be supplied by STH with any limitations on use.
11. General Warranties and Undertakings
1.28 The Agent represents and warrants that:
(a) there are no actions, suits or proceedings (whether criminal or civil) in progress, outstanding, pending or threatened against the Agent or any Agent Affiliate (whether or not formal notice of proceedings has been given) which are likely to have a material adverse effect on its ability to fully perform its obligations under this Agreement and, so far as the Agent is aware, there are no circumstances likely to give rise to any such actions, suits or proceedings;
(b) so far as the Agent is aware (having made all due and proper enquiries), none of the Agent’s officers, directors or Employees have committed any criminal or unlawful act in the conduct of its business or affairs or made or received any bribes, illegal inducements or undisclosed
payments which are likely to have a material adverse effect on its ability fully to perform its obligations under this Agreement or bring STH or NZR into disrepute; and
(c) it has the power to enter into and to execute, deliver and perform the obligations contained in this Agreement.
1.29 The Agent warrants, represents and undertakes that during the Term it shall:
(d) act in good faith in relation to the NZR and STH; and
(e) comply with all NZR Guidelines (including any Brand Guidelines, terms of access to Venues and applicable accreditation terms and conditions).
1.30 The Agent warrants, represents and undertakes to:
(f) keep full and proper books of account and records showing clearly all enquiries, complaints, quotations, transactions, billing addresses and proceedings relating to the Package; and
(g) allow STH and/or NZR, upon reasonable notice, to audit compliance of the Agent with its obligations under this Agreement by, inter alia, requesting copies of all relevant documentation and inspect any of the Agent’s accounts, records and sales aids (including catalogues, sales brochures and manuals) relating to the Package.
1.31 The Agent warrants, represents and undertakes to:
(h) perform its obligations under this Agreement, with the utmost skill, care and diligence, in an efficient, competent and professional manner, and in accordance with best industry practice;
(i) inform STH immediately of:
(i) any changes or proposed changes in ownership or Control of the Agent; and
(ii) any change in its organisation or method of doing business which might affect the performance of the Agents duties in this Agreement;
(j) comply with all Applicable Laws, regulations and relevant codes of practice in relation to the marketing, resale and distribution of Package and performance of its obligations under this Agreement;
(k) at all times during the Term act in a manner consistent with the good name, goodwill, reputation and image of each of the Match, NZR and STH;
(l) make clear, in all its dealings with prospective Clients, that the Agent is acting as an authorised ‘Official Agent’ for the Match and not represent itself as a legal employee of STH for any purpose nor commit STH to any contracts or otherwise incur any liability on behalf of STH; and
(m) attend all meetings called by STH from time to time, provided that where attendance at such meetings in person is not reasonably practicable, such meetings may be attended by telephone.
1.32 The Agent shall not:
(n) make or issue or cause to be made or issued any comment, statement or announcement to the press or media (in any media whatsoever) regarding the rights granted to the Agent pursuant to this Agreement or the Match, without the prior written approval of STH;
(o) establish an internet website, develop a mobile application or webpage relating to the Match and/or utilise NZR Marks or Designation in connection with any website or webpage without the prior written approval of STH;
(p) engage in any conduct which may be prejudicial to, or which is likely to materially bring into disrepute or ridicule STH (including its advisers, agents and suppliers), NZR, its broadcasters or Commercial Partners, or the sport of rugby generally;
(q) make, or authorise or permit any of its representatives to make any public statement which is defamatory of STH, NZR, or any team or individual player or coach, support staff or official or
match official and not knowingly do, or authorise or permit any of its representatives to do, anything whilst acting in their official capacity which brings STH, NZR or any of their respective officers or employees, NZR, players, coaches, support staff or officials into disrepute; or
(r) incur any liability on behalf of NZR nor in any way pledge or purport to pledge the credit of NZR or represent itself to any person as agent for, or of, NZR.
12. Term and termination
1.33 This Agreement shall commence on the Commencement Date and, subject to the provisions of clauses
12.2 and 12.3 shall continue until the End Date (Term) provided that the Agent shall only be entitled to use NZR Marks and the Designation and otherwise associate itself with the Matches as permitted by this Agreement until the end of the final Match included in the Term.
1.34 Without limiting the generality of any other clause in this Agreement, STH may terminate this Agreement immediately by notice in writing if:
(a) the Agent is in material breach of any term of this Agreement;
(b) the Agent becomes subject to an Insolvency Match; or
(c) any event occurs which, in the reasonable opinion of STH, would have a significant adverse effect on the Agent’s ability to comply with this Agreement including:
(d) the disposal by the Agent of all or part of its business;
(e) the Agent ceasing or threatening to cease conducting its business in the normal manner; or
(f) there is any change in Control of the Agent.
1.35 The Agent may terminate this Agreement immediately by notice in writing if:
(a) STH is in material breach of any term of this Agreement and such breach is not capable of remedy;
(b) STH is in material breach of any term of this Agreement and (where capable of remedy) such breach is not remedied within 30 days of the Agent notifying STH; or
(c) STH becomes subject to an Insolvency Match.
12.4 The Agent shall use all reasonable endeavours to rectify any material breach of any term of this Agreement.
12.5 STH may terminate this Agreement in accordance with clause 22 (Force Majeure).
13. Consequences of termination
13.4 If notice of termination is given to the Agent pursuant to clause 13.1(f), STH may, in addition to terminating the Agreement:
(a) require that the Agent immediately pay any money due to STH;
(b) cancel all orders placed by the Agent prior to the date of termination, whether or not the orders have been accepted by STH;
(c) be regarded as discharged from any further obligations under this Agreement; and
(d) pursue any additional or alternative remedies provided by law, except as otherwise provided in this Agreement.
(e) the Agent shall be liable to Clients in relation to the provision of Package.
(f) Upon termination of this Agreement for any reason, all rights granted to the Agent pursuant to this Agreement, including the right to re-sell Tickets as part of a Package, shall automatically revert to STH.
13.5 Upon termination or expiry of this Agreement for any reason whatsoever the Agent shall:
(a) immediately cease to exploit, use, reproduce or apply any of the NZR Marks or the Designation and procure that all persons permitted by it to exploit, use, reproduce or apply any of the NZR Marks or the Designation shall forthwith cease to do so;
(b) at its cost, destroy or deliver up (as directed by STH) all Advertising Materials bearing NZR Marks and the Designation;
(c) not do or omit to do any act or thing which may imply a continued connection between it and STH or NZR, whatsoever;
(d) immediately return all Documents to STH, or if instructed shall arrange for their immediate destruction; and with respect to any unfulfilled Package, if so directed by STH, immediately refund to the Client all money held by the Agent which has been paid by the Client to the Agent and which is held in respect of unfulfilled orders for Package. Termination or expiry of this Agreement shall not affect the rights or liabilities of either party accrued prior to termination or expiry, or any terms intended expressly or by implication to survive termination or expiry.
13.6 If NZR terminates its agreement with STH pursuant to which STH has been appointed to manage and implement the official travel and hospitality programme then all rights relating to the distribution and sale of Package, Tickets shall automatically revert to NZR and, to the extent necessary, the Agent agrees to execute novation or assignment of this Agreement to NZR.
14. Liability and indemnities
14.4 Neither STH nor NZR shall be liable to the Agent by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the terms of this Agreement, for any consequential loss or damage, any loss of profit (whether direct or indirect) or business or loss of future business or otherwise, costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of STH, its employees or agents or otherwise) which arise out of or in connection with the operation of this Agreement, including the supply of the Tickets for resale.
14.5 STH shall not be liable to the Agent for the cancellation (including being played behind closed doors), partial cancellation, postponement, abandonment, relocation or curtailment of the Match or part thereof, the failure of or defect in the transmission of audio-visual coverage anywhere for any Session or the failure of any player to participate in the Match, in every case whatever the cause.
14.6 NZR shall have no liability to the Agent under this Agreement.
14.7 STH’s aggregate liability to the Agent whether in contract, tort or otherwise (including any liability for any negligent act or omission) shall in no circumstance exceed the amount that the Agent has actually paid to STH at the relevant time.
14.8 The Agent shall indemnify and keep STH fully indemnified and hold STH harmless from and against all losses, claims, liabilities, costs, actions, proceedings, damages, fines or expenses (including all legal costs) incurred or suffered by STH or STH’s Affiliates arising out of or in connection with any breach by the Agent of any provision set out in this Agreement, or any acts or omissions of the Agent, its sub-contractors or any Employees.
14.9 Nothing in this Agreement is intended and nor shall it be construed as an attempt by any party to exclude or limit its liability for fraud or fraudulent misrepresentation, death or personal injury caused by its negligence or for any other liability which cannot be excluded by law.
15. Intellectual Property Rights
15.4 The Agent acknowledges that there is no transfer of title, goodwill or ownership to the Agent of any Intellectual Property Rights in the Tickets, any materials supplied by STH, NZR Marks and the Designation and that it shall not obtain any interest or right in any of the foregoing except as expressly set out in this Agreement.
15.5 The Agent acknowledges and agrees that it has not been granted and will not be granted any rights in relation to the NZR Marks, the names or images of any Match players, coaches, officials or other persons connected to any team nor to any other individual or entity.
15.6 The Agent hereby assigns to NZR, to the fullest extent permitted by law by way of present assignment of present and future rights, for the full period of such rights, including any and all renewals, reversions and extensions under Applicable Law, in any part of the world, from the moment of creation or acquisition, all right, title or interest in and to the NZR Marks and any Intellectual Property Rights relating to or embodied in the NZR Marks that may be created or acquired by the Agent (or any of its permitted sub-contractors, servants or agents) in the course of exploiting its rights pursuant to this Agreement.
15.7 The Agent shall enter into such assignment document or instrument as may be reasonably required under any Applicable Law and in such form as NZR deems necessary to effect a legally effective, complete and unencumbered assignment to NZR of Intellectual Property Rights in any materials that may be created or acquired by or on behalf of the Agent, including a further assurance, a power of attorney and warranty and indemnity. The Agent shall procure that all relevant third parties enter into all agreements in writing which are necessary to vest such Intellectual Property Rights in such materials in NZR free of charge and at the expense of the Agent.
15.8 The Agent shall not:
(a) knowingly do any act or thing or authorise or permit the doing of any act or thing which would or might:
(i) jeopardise the distinctiveness of any NZR Mark;
(ii) jeopardise the goodwill in or value of any NZR Mark;
(iii) jeopardise NZR’s rights, title and interest in and to any NZR Mark (as appropriate); or
(iv) bring into disrepute any NZR Marks;
(b) use NZR Marks in a manner which is prejudicial to the image of any member of NZR;
(c) (to the extent that any NZR Mark is or becomes registered) do, or omit to do, anything which might undermine the validity of such mark as a registered trademark;
(d) adopt or use any other mark, drawing, symbol, emblem, logo, designation or name in a manner which would constitute a copyright or trademark infringement in respect of any NZR Mark; or
(e) seek to register (whether as a trademark or as a domain name) any interest in the any of NZR Marks or any material component thereof or any mark that is substantially identical or likely to be confused with the same in any jurisdiction.
(f) The Agent acknowledges and accepts that each and every new use of an NZR Mark requires STH and NZR’s prior written approval.
(g) The Agent shall immediately give notice in writing to STH as soon as it becomes aware of:
(h) any infringement or suspected infringement of NZR Marks; or
(i) any claim that any NZR Mark infringes the rights of any third party.
15.9 NZR shall have sole discretion as to the conduct of any proceedings arising out of any alleged infringement of NZR Mark or any Third-Party Claim. The Agent must give STH and NZR all reasonable assistance in relation to such proceedings.
15.10 The Agent covenants with STH that it shall, both during and after the Term, at the request of STH, do all such further acts and execute all such documents as may from time to time be necessary to comply with the Agent’s obligations under this clause 15.
15.11 STH and NZR make no representation or warranty as to the validity or enforceability of NZR Marks, including the Designation, infringes any Intellectual Property Rights of third parties.
15.12 Any breach by the Agent of the terms of this clause 15 shall be deemed to be material breach of this Agreement.
16. Confidentiality
16.4 Except as otherwise permitted under this Agreement, each party undertakes to the other that during and after the Term it shall keep secret and shall not without the prior written consent of the other disclose to any third party any Confidential Information of the other party pursuant to or otherwise in connection with this Agreement, except where any Confidential Information:
(a) is or will (otherwise than by breach of this Agreement) be in the public domain;
(b) is in the possession of the recipient party other than pursuant to disclosure from the other party and without the recipient or discloser of such information being under an obligation of confidentiality; or
(c) subsequently comes lawfully into the possession of the recipient party from a third party without the imposition of any duty of confidentiality by such third party.
16.5 STH may disclose Confidential Information (including this Agreement and any details of disputes under this Agreement) to (i) any regulator, law enforcement agency, stock exchange or third party if it is required to do so by Applicable Law, regulation or other similar authority, and (ii) to NZR.
(a) STH shall be entitled to publicise or disclose the appointment of the Agent as an official agent of All Blacks Travel and Hospitality. Subject to the preceding sentence, neither party shall (except in the proper performance of its obligations under this Agreement) publicise or disclose the existence or the nature of this Agreement without the prior written permission of the other party, which the other party may refuse in its absolute discretion. The obligations under this clause shall survive the expiry or the termination of this Agreement.
16.6 To the extent that it is necessary to implement the provisions of this Agreement a party may disclose Confidential Information of the other party to its employees (and, where the recipient of Confidential Information is STH, NZR, its agents and Employees) as may reasonably be necessary provided that the disclosing party shall:
(a) before disclosure, make such Employees aware of their obligations of confidentiality under this Agreement;
(b) at all times procure compliance with such obligations of confidentiality; and
(c) if requested by the other party, procure named Employees to execute a confidentiality agreement directly in favour of the other party.
17. Insurance
17.4 The Agent agrees that it shall obtain and maintain insurance with reputable insurers in respect of its obligations under this Agreement during the Term and for six years afterwards including public liability insurance with a limit of indemnity in respect of any one occurrence or series of occurrences of not less than $5 million New Zealand Dollars (or an equivalent amount in the Agent’s local currency).
17.5 When requested by STH, the Agent shall provide STH with copies of all insurance certificates, endorsements, cover notes and other relevant documentation and information in respect of insurances taken out by the Agent in accordance with this clause 20. If this request is not met within 7 days, STH may procure such insurance or other insurance that would give it equivalent protection and recover from the Agent for the costs incurred.
17.6 During the Term, the Agent shall maintain appropriate levels of bonding (with regard to the Agent’s business and the number of Packages the Agent proposes to sell) in accordance with:
(a) all Applicable Laws, regulations and rules in any jurisdiction in which the Agent operates;
(b) the information and commitments contained in the Agent Application to STH; and
(c) as reasonably required by STH.
18. Permits and Authorisations
18.4 The Agent shall throughout the Term remain a member of a recognised national travel association, and shall:
(a) ensure that at all times during the Term it holds and shall ensure that all Employees hold all permits, licences and authorisations necessary or desirable to enable it to comply with its obligations under this Agreement; and
(b) at STH’s request provide to STH copies of any such permits, licences and authorisations.
19. Assignment
The Agent shall not assign, transfer, charge or otherwise deal with its rights or obligations under this Agreement or attempt to do any of the above without the prior written consent of STH.
20. Anti-Corruption
20.4 The Agent shall:
(a) comply with all Applicable Laws, statutes, regulations and codes relating to anti-bribery and anti-corruption;
(b) not engage in any activity, practice or conduct which would constitute an offence under relevant bribery laws;
(c) have and shall maintain in place throughout the term of this Agreement its own policies and anti-bribery procedures and will enforce them where appropriate; and
(d) promptly report to STH any request or demand for any undue financial or other advantage which is received by the Agent or any bribery or corruption relating to any of its Employees that the Agent becomes aware of or suspects in connection with the performance of this Agreement.
21. Data Collection and Data Protection
21.4 To the extent permissible under Applicable Laws, at least four weeks prior to a Match (unless otherwise agreed) the Agent agrees to provide STH (who shall then provide to NZR), the full name, suburb, state and country of residence and seat number details of each purchaser of a Package from the Agent, and within seven days prior to a Match, the Agent must provide to STH a final report detailing a list itemising the country (and if applicable state or territory) of origin for each Package purchaser.
21.5 The Agent must:
(a) obtain all necessary consents and permissions required by any law (including the Privacy Act 2020) in connection the Agent’s provision of information to NZR as contemplated by this clause; and
(b) ensure it advises its purchasers of this obligation to ensure its compliance with the Privacy Act 2020.
21.6 The purpose of the information requested in this clause is to assist NZR with any ticketing queries (including lost tickets) which may arise during a Match. STH warrant that the information will not be used by NZR for purposes other than the purpose stated in this Agreement. The information will be destroyed by NZR at the completion of the Match.
21.7 The Agent shall at all times comply with applicable data protection laws and obligations under this Agreement, in particular those set out in Schedule 2.
22. Force Majeure
22.4 STH nor NZR shall be liable to the Agent for its inability to perform any obligations under this Agreement caused by a Force Majeure Match.
22.5 If a party is prevented from or hindered in performing its obligations under this Agreement by a Force Majeure Match, performance of those obligations is suspended to the extent that performance is prevented or hindered by the Force Majeure Match and such non-performance or delay in performance will not be deemed to be a breach of this Agreement.
22.6 The time for performance of the obligations under this Agreement is extended as long as performance is prevented, delayed or hindered by the Force Majeure Match.
22.7 If a Force Majeure Match occurs, then the party affected shall immediately notify the other party of the nature and likely duration of the Force Majeure Match and take all reasonable steps to reduce its effect.
22.8 If the Force Majeure Match continues for a period of 15 (fifteen) days or more STH may terminate this Agreement immediately by notice in writing provided such Force Majeure Match is continuing at the date of termination. If this Agreement is not terminated pursuant to this clause, STH shall notify the Agent as soon as its performance of its obligations under this Agreement is no longer prevented.
23. General
23.4 Waiver: Any failure or delay in enforcing an obligation or exercising a right, under this Agreement, does not amount to a waiver of that obligation or right. The waiver of a breach of a term of this Agreement does not amount to a waiver of any other term and shall not prevent a party from subsequently requiring compliance with the waived obligation
23.5 No Partnership: The Agent shall be an independent contractor of STH and nothing in this Agreement shall be construed as to deem the Agent or sub-contractors or Employees to be an employee, servant, partner or joint-venturer of STH. The Agent acknowledges and accepts that notwithstanding its appointment as an Agent for All Blacks Travel and Hospitality by STH it is not acting as an agent on behalf of STH or NZR in re-selling Tickets as part of Package to Clients pursuant to this Agreement but rather as the principal in its dealings with Clients and accordingly the Agent will be solely and primarily liable to Clients in relation to the provision of such Package.
23.6 Remedies not exclusive: No remedy conferred by any provisions of this Agreement is intended to be exclusive of any other remedy and each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing in law or in equity or by statute or otherwise.
23.7 Severability: If any provision of this Agreement is declared invalid or unenforceable by any court or authority of competent jurisdiction:
(a) all other provisions of this Agreement shall remain in full force and effect and shall not in any way be impaired; and
(b) the parties shall meet and agree to a replacement provision which is as close as is legally permissible to the provision found invalid, or unenforceable.
23.8 Entire Agreement: This Agreement constitutes the whole agreement and understanding between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements, negotiations and discussions between the parties relating to the subject matter of this Agreement. The Agent acknowledges that it has not entered into this Agreement in reliance on any statement or representation, whether or not made by STH, except in so far as the representation has been incorporated into this Agreement. The Agent irrevocably and unconditionally waives any right it may have to claim damages and/or to rescind this Agreement by reason of any misrepresentation (other than
a fraudulent misrepresentation) not contained in this Agreement.
23.9 Inconsistency: In the event of any inconsistency between the main body of this Agreement and the Schedules, the main body shall prevail.
23.10 Variations: No amendment to this Agreement (including any additions or amendments to the Schedules)
shall be effective unless made in writing and signed by the parties or their duly authorised representatives.
23.11 Notices: Any notice to be given under this Agreement (Notice) must be in writing and delivered personally, sent by first class post or scanned and emailed to the address set out in the Contract Summary, or as otherwise notified in writing.
A Notice shall be deemed to have been served:
(a) if personally delivered, at the time of delivery;
(b) if posted, 2 Business Days after posting; and
(c) if sent by email, by 5pm in the receiver’s country on that next Business Day.
whether or not read or opened by the party receiving the Notice.
If a Notice is served via email then the sender must:
(a) send the notice as a PDF e-mail attachment; and
(b) include text in the subject line of the email to sufficiently identify the contents as a formal notice given under this Agreement.
(c) The Agent shall not contact NZR directly.
1.2 Costs: Each party shall pay its own legal, accountancy and other costs arising out of and in connection with this Agreement.
1.3 Counterparts: This Agreement may be executed in any number of counterparts (each of which taken together shall be deemed to constitute one and the same agreement and each of which individually shall be deemed to be an original) with the same effect as if the signatures on each counterpart were the same original document. Transmission of an executed counterpart of this Agreement (but for the avoidance of doubt not just a signature page) by email (in PDF or other agreed format), shall take effect as delivery of an executed counterpart of this agreement.
(a) Further Assurance: The Agent covenants with STH that it shall, at the request of STH and cost of the Agent, do all such further acts and execute all such documents as may from time to time be necessary to give effect to this Agreement.
1.4 Third Party Rights: A person who is not a party to this Agreement has no rights to enforce any of its terms.
1.5 Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of New Zealand and each party agrees to submit to the exclusive jurisdiction of the New Zealand courts in relation to any claim or matter arising under or in connection with the terms of this Agreement (including non-contractual disputes or claims).
Schedule 1 – Definitions
1. In this document:
Advertising Materials means any advertising, promotional or marketing material to be used by the Agent, in any media, in connection with NZR Marks, Tickets or other rights granted to the Agent hereunder.
Affiliate means in respect of each party, any company which at the relevant time Controls that party, is under the Control of that party or is under the Control of a person that also Controls that party.
Agreement means this Agreement relating to Agent and includes all of its Schedules.
Ambush Marketing means any unauthorised attempt by a person to: (i) create an association with NZR or the Match and/or (ii) exploit or utilise the publicity or the goodwill of NZR and/or (iii) diminish or appropriate the status of a Commercial Partner, including without limitation the unauthorised use of an Ticket in breach of the Ticket T&C or the unauthorised use of an Ticket as part of a Package.
Applicable Law means all applicable laws, regulations, rules, mandatory codes of practice and/or conduct, directives, judgments, judicial orders, ordinances and decrees imposed by law or by any competent governmental or regulatory authority or agency within any country, which the rights granted under this Agreement.
Brand Guidelines means guidelines for the use and reproduction of all NZR Marks, as applicable, as are produced and distributed by STH to the Agent from time to time.
Business Day means any day other than a Saturday, a Sunday, or a public holiday in the area where the principal place of business of any of the parties is located.
Client means the end-customer that purchases a Package from the Agent.
Client Data means all personally identifiable data related to a Client that is collected by, or supplied to, the Agent or STH during the Term pursuant to this Agreement.
Client Database means the database of Clients including all Client Data.
Commencement Date means the date of signature of this Agreement by both parties.
Commercial Partner means any person to whom NZR grants any promotional, advertising, marketing, sponsorship, new media or other association rights in relation to Matches as notified by STH to the Agent, and as amended from time to time.
Confidential Information means all information (including details of Clients) which is imparted or obtained under or in connection with this Agreement (including its contents) and negotiations concerning this Agreement on, before or after the Commencement Date in confidence (whether in writing, verbally or by other means and whether directly or indirectly) or is of a confidential nature, relating to the business or prospective business, current or projected plans or internal affairs of either party or its Affiliates.
Control means the ability to direct the affairs of another whether by the ownership of 25% or more of the issued shares, contract or otherwise.
Territory means the territories as set out in the Contract Summary.
Designation means the designation as set out in the Contract Summary.
Documents means all documents, disks, memory, notebooks, tapes or any other medium, whether or not eye-readable, on which information (whether Confidential Information or otherwise) may from time to time be contained, written or recorded, belonging to or relating to STH and received or created by the Agent in the course of this Agreement.
Employee means employees of the Agents and its agents and subcontractors.
Face Value means the cost assigned to a Ticket as determined by NZR, for the avoidance of doubt, shall include GST.
Force Majeure Match means any event affecting the performance by a party of its obligations under this Agreement which is beyond the reasonable control of the relevant party including without limitation any strike or labour disturbance (except of its own employees or contractors), lockout, act of vandalism, fire, failure or shortage of power supplies, satellite or other communications links or technical failure, flood , explosion, earthquake, subsidence, structural damage, an outbreak or spread of a virus or disease classified as a pandemic or an epidemic or other natural physical disaster, riot, civil commotion or armed conflict, war, terrorist action or the threat of any of the foregoing and specifically excluding any lack of funds or insolvency event affecting the party so affected.
GST means Goods and Services Tax applicable in New Zealand. Insolvency Match occurs when:
(a) a party becomes insolvent or unable to pay its debts in the ordinary course of its business;
(b) an order is made or resolution passed or purported to be passed for the liquidation of a party, or a liquidator, a receiver, statutory manager, or similar official, is otherwise appointed to that party;
(c) a party suspends or threatens to suspend payment of its debts;
(d) a party ceases to trade or carry on the whole or a substantial part of its business;
(e) any security is enforced against the whole or a material part of a party’s assets or undertaking; or
(f) any other insolvency event or proceedings analogous to any of the foregoing occurs in relation to a party in any foreign jurisdiction.
Intellectual Property Rights means all rights under statutes, general law or in equity resulting from intellectual activity in the industrial, scientific, literary and artistic fields, including:
(a) patents, copyrights, trademarks, company or business names, logos, domain names, semiconductor or circuit layout rights, designs (including, for NZR, the NZR Logos, the Composite Logo and the NZR Brand Guidelines, and for NZR, including the NZR Logos, Composite Logo, NZR Imagery and NZR Brand Guidelines);
(b) any rights relating to Confidential Information (including trade secrets) and personal information (as defined in the Privacy Act 2020, the Unsolicited Electronic Messages Act 2007 and, if the context so permits, any other applicable legislation, industry codes or policies relating to handling or protecting personal information); and
(c) any rights to seek the registration of any of the above rights in New Zealand or anywhere in the world.
Match means an All Blacks, Black Ferns, Māori All Blacks or All Blacks XV match.
NZR means New Zealand Rugby Commercial LP.
NZR Marks means all NZR proprietary marks and logos designated and notified by STH for use by the Agent in relation to the marketing and promotion of Package for the Matches such as the NZR logo(s), rugby team logo(s) any mascot(s), trophy/trophies, the slogan(s) (if any) in relation to any Match (as the same may be supplemented by NZR from time to time during the Term).
Package means the hospitality product which includes a Ticket in combination with the provision of Match day hospitality, excluding Tickets to any Rugby World Cup 2027 Matches.
Package T&C’s means the terms and conditions applicable to each Package which includes the Ticket T&C, which will be provided by STH to the Agent, and which may be amended by STH time to time in STH’s absolute discretion.
Premiums means items of merchandise bearing the NZR Marks and the Designations which are, subject to the NZR Guidelines, given away free of charge (including as a prize) for the purpose only of advertising or promoting Agent’s (or the Agent’s).
Sales Tax means in relation to any jurisdiction, any VAT, GST, service tax, goods and services tax, sales tax, consumption tax, turnover tax, entertainment tax, indirect tax or similar tax to the foregoing.
STH means Sports Travel & Hospitality New Zealand Limited.
Taxes means all taxes (including Sales Tax and Withholding Tax), duties, charges, levies, imposts or withholdings whenever and by whatever authority imposed and whether of New Zealand or elsewhere in which the rights granted under this Agreement are to be exercised, together with in any such case all interest, fines, penalties, surcharges, costs and charges incidental or relating to the imposing of any of such taxes, duties, charges, levies, imposts or withholdings.
Term means the term of this Agreement as set out in the Contract Summary.
Territory means the territories as set out in the Contract Summary.
Ticket means a ticket to attend a Match.
Ticket Category means the Ticket categories made available for each Match.
Ticket T&C means the terms and conditions applicable to each Ticket, which will be provided by STH to the Agent, and which may be amended by NZR time to time in NZR’s absolute discretion.
Venue means the whole of the premises of any stadium, ground or place at which any Match is scheduled to be played.
Withholding Taxes means any and all Taxes in any jurisdiction which are required to be deducted or withheld from any sums payable under this Agreement under the relevant law and any surcharge, excess, interest, levy, fee, penalty or charge in respect thereof.
2. All definitions in this Schedule, where the context requires, shall apply:
(a) to all references to plural and singular forms, and any other forms, of the words defined; and
(b) in relation to any variations made to this Agreement.
3. Headings in this Agreement are for ease of reference only and do not affect the construction of any of its provisions. In this Agreement a reference to:
(a) Persons: includes a reference to any bodies corporate, unincorporated associations or partnerships;
(b) a person: includes a reference to that person's legal personal representatives, successors and permitted assigns;
(c) any phrase in this Agreement introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words following those terms;
(d) a clause or Schedule, unless the context otherwise requires, is a reference to a clause of, or Schedule to, this Agreement; and
(e) any Act or Regulation shall be construed as referring also to any amendment or re-enactment (whether before or after the date of this Agreement).
Schedule 2 – Supplementary Data Protection Wording
Fair Processing Statement
The Agent shall include the following statement in all fair processing notices which they provide to Data Subjects in accordance with the terms of this Agreement and the Data Protection Laws:
Data Sharing
Your personal data, including your name, postal address, telephone number, email address, suburb, state of residence, country and seat number details may be shared with i) New Zealand Rugby Commercial LP (NZR), ii) Sports Travel and New Zealand Limited (STH), the relevant match venue operators (VO) for any Ticket Experience which you have purchased. Your personal data will be used by STH and NZR, and the relevant VO for the purposes of:
• assist NZR with any ticketing queries (including lost tickets) which may arise during a Match;
• Administering and allocating your ticket to your requested Session;
• to enable ticket delivery;
• the prevention of crime and for supporter security purposes;
• the regulation of unauthorised aftermarket ticket sales; and • for market research and analytical purposes necessary to develop and improve the customer experience at future events.
Your personal data may also be shared with selected IT providers, such as third-party cloud platform providers, in order for STH and NZR, and the relevant VO to administer the above purposes.
STH and NZR may contact you directly where this is necessary to fulfil your booking.
In carrying out the above purposes, STH and NZR may need to transfer your personal data to countries which may not have data protection laws providing the same level of protection as those in New Zealand. Where such a transfer occurs, STH and NZR shall make sure that your personal data is kept safe by entering into a contractual undertaking which is approved by the relevant data protection regulator.
Executed as an agreement Signed by authorised representatives on behalf of Sports Travel and Hospitality New Zealand Limited Authorised Representative (1) Authorised Representative (2)
Name and Title Name and Title Date Date Signed by authorised representatives on behalf of Agent Authorised Representative (1) Authorised Representative (2)
Name and Title Name and Title