Purpose

These Terms and Conditions govern the use of the Vic House premises (managed by the Australia Victoria Trade & Investment Shanghai Representative Office (“Shanghai VGTI Office”) at 101b, Building 3, No. 55 YuYao Road, JingAn District, Shanghai (“Premises”).

Submission of a Space Booking Form constitutes a request to use the Premises only and does not create any rights in favour of the applicant. Shanghai VGTI Office may approve or reject a booking request, or approve a booking request subject to conditions, in its absolute discretion.

A binding agreement is formed only when Shanghai VGTI Office issues written confirmation approving the booking request, including by email or other electronic communication issued by Shanghai VGTI Office (“Booking Confirmation”). The Booking Confirmation will identify the approved Participant, Event, event date and time, approved use of the Premises and any conditions of approval. The Participant may use the Premises only in accordance with the Space Booking Form, as approved or varied by the Booking Confirmation, and agrees to comply with these Terms and Conditions and any conditions of approval.

These Terms and Conditions apply to any booking approved by Shanghai VGTI Office on or after 1 July 2026. For each approved booking, a binding agreement is formed only when Shanghai VGTI Office issues the Booking Confirmation.

Terms and Conditions

1. Nature of Collaboration

1. The Participant is granted free use of the Premises only for the event and during the dates and times specified in the Booking Confirmation (“Event”).
2. The Participant must obtain prior written approval from Shanghai VGTI Office before implementing any material change to an approved Event, including changes to the nature of the Event, attendance numbers, Products, contractors, speakers, promotional activities or equipment used in connection with the Event.
3. The Participant shall bear all costs and expenses associated with the hosting of the Event, including but not limited to catering, printing, translating, decorating, materials, equipment rental and transportation (collectively, “Participant Costs”), and assume all responsibility for full and direct payment of the Participant Costs to service providers engaged by the Participant.
4. Attendance at the Event is limited to invited guests unless Shanghai VGTI Office has approved otherwise in writing.

2. Indemnity

The Participant shall defend, indemnify and hold harmless the Shanghai VGTI Office, and all related entities, their officers, employees, agents, and representatives (collectively, “Staff”) against any and all claims, suits, legal proceedings, liabilities, damages, losses, costs (including reasonable legal fees), or expenses arising from or in connection with:

1. The Participant’s use of the Premises;
2. Any acts, omissions, or negligence by the Participant, its employees, service providers, contractors, agents, or guests;
3. Any damage to the Premises or its fixtures and accessory equipment, whether caused directly by the Participant or indirectly by the Participant’s guests, invitees, employees, service providers, contractors or agents;
4. Any dispute between the Participant and its contractors or service providers regarding the Event; and
5. Any disputes, liabilities, fines or penalties arising directly or indirectly from the Participant’s or the Event’s breach of any applicable laws or regulations or failure to obtain or maintain any Permissions, or the products’ non-compliance with applicable laws, regulations or standards.

3. Compliance

1. The Participant must adhere to all building management rules which can be found in Annex A: Building Management Rules.
2. The Participant shall at all times comply with all Chinese laws, regulations and standards (“Chinese Laws”) applicable to the Participant, the Event, and any products or services showcased, demonstrated, displayed, introduced, tested, tasted, sampled or otherwise involved in connection with the Event (“Products”), and duly obtain and maintain all necessary licenses, certificates, approvals, pre-approvals, registrations, filings and/or permissions (collectively, “Permissions”) from competent authorities in respect thereof. The Participant specifically agrees to:
   1. Where applicable, comply with Annex B: Participant Compliance Statement, which specifies requirements and qualifications on the Participant to hold the Event;
   2. Where applicable, comply with Annex C: The General Administration of Customs of China (“GACC”) Compliance Statement and Requirements, which specifies requirements on the import of Products;
   3. Where applicable, comply with Annex D: Administration for Market Regulation (“AMR”) Compliance Statement and Requirements, which specifies requirements on activities involving regulated Products;
   4. Abide by all other applicable Chinese Laws with respect to the import and export of Products, advertising and promotion, food safety, product testing and showcasing, labelling, gathering and event safety.
3. The Participant shall, at its own expense, obtain and maintain the foregoing Permissions and bear all legal liabilities and consequences resulting from any failure to do so. For the avoidance of doubt, the Shanghai VGTI Office is not obliged to obtain, maintain, or verify the authenticity or validity of any of the Permissions. The Shanghai VGTI Office reserves the right to request proof of any of the Permissions prior to and during the Event, and to reject or cancel the Event in case of failure to provide the requisite proof of Permissions by the Participant.
4. The Participant must promptly provide any additional information, records or supporting documentation reasonably requested by Shanghai VGTI Office in connection with the booking request, the Event, the Products or compliance with these Terms and Conditions. Failure to provide such information, records or supporting documentation may result in rejection, suspension or cancellation of the booking.

4. Independent Legal Advice

1. The Participant affirms that it has sought its own independent legal advice regarding all applicable local laws, including the legality of the proposed promotional activities, and confirms that the planned activity will not breach any such laws.

5. Insurance Requirements

1. Upon request, the Participant must provide evidence of public liability insurance with cover of not less than AUD 10 million in respect of each Event.
2. If the Participant fails to procure or fails to procure sufficient amount of the public liability insurance, and such failure results in any losses to Shanghai VGTI Office or its Staff, or causes any of them to assume any liability for compensation, the Participant shall indemnify and hold harmless Shanghai VGTI Office or its Staff from and against any and all such losses and liabilities.

6. Promotional Materials

1. The Participant must make sure the State Government of Victoria’s (the “State”) support for the Event is acknowledged on all marketing and promotional materials and appropriate signage if requested by the Shanghai VGTI Office. The Shanghai VGTI Office will supply the Participant with the Victoria State Government logo suite, or such other alternative logo as required by the Shanghai VGTI Office (together, “Victoria State Government logo”), and associated brand guidelines, as well as a guide on how to acknowledge government support that the Participant must comply with.
2. All marketing and promotional collateral created and distributed in relation to this Agreement by the Participant must be supplied to the Shanghai VGTI Office for approval at least one (1) week in advance, unless otherwise agreed. Such approval will not be unreasonably withheld. The Participant shall ensure that the relevant intellectual property rights contained in the Products, marketing and promotional collateral complies with all applicable laws, regulations and relevant contractual obligations. The Shanghai VGTI Office’s approval of the aforementioned marketing and promotional collateral shall not constitute Shanghai VGTI Office’s acknowledgment or endorsement of any intellectual property rights contained in or related to such Products, marketing and promotional collateral, nor of the ownership, method of use, or scope of use thereof, except where such intellectual property rights are owned or are authorised by the Shanghai VGTI Office.
3. The Participant agrees to use the Victoria State Government logo in good faith and in such a manner as to enhance and promote the goodwill and reputation of the State and the Department of Jobs, Skills, Industry and Regions of Victoria (“Department”).
4. The Participant agrees not to use the Victoria State Government logo in association with or in relation to any activity that affects or is likely to have an adverse or detrimental effect on the goodwill and reputation of the Department or the State.
5. The Participant agrees to immediately cease using or otherwise referring to the Victoria State Government logo on the termination or expiration of this Agreement or the Event.

7. Contracting Services

1. Any recommendation provided by Shanghai VGTI Office regarding contractors or service providers is made without any guarantee or assurance of service quality, standard, or competency.
2. The Participant takes full responsibility for vetting and engaging any contractors or third-party service providers, and Shanghai VGTI Office expressly disclaims liability for their performance or actions. Further, the Participant shall make all payments directly to such contractors or third-party service providers, and the Shanghai VGTI Office shall have no obligation to make or advance any payment on behalf of the Participant, nor assume any responsibility for any contractual relationship between the Participant and any such contractors or third-party service providers.

8. Event Management and Property Care

1. The Participant is responsible for ensuring the Premises are used safely and respectfully. Any damage caused to the property due to negligence or misuse is the responsibility of the Participant, including repair costs.
2. The Participant must comply with all lawful directions given by Shanghai VGTI Office staff in connection with the Event, including directions relating to use of the Premises, safety, security, building operations and compliance with these Terms and Conditions.
3. The Participant shall return the Premises and its fixtures and accessorial equipment to Shanghai VGTI Office on the agreed date and time; any delay shall entitle Shanghai VGTI Office to claim compensation for delayed performance. The Premises and its fixtures and accessorial equipment shall be returned in the same condition as when delivered by Shanghai VGTI Office to the Participant. If any damage or alteration occurs, the Participant shall, at its own expense, restore them to their original condition, and Shanghai VGTI Office shall have the right to effect such restoration and charge the Participant all costs and expenses incurred thereby.
4. The Participant must ensure that no presentations, speeches or content displayed, distributed, or shared in association with the Event could be deemed to be of a political, religious, ethnic or culturally offensive or restrictive nature.

9. Fees or Charges for Event Participation

1. The Participant must not charge attendees any fee or other consideration for participation in, attendance at, registration for, or entry to an Event held at Vic House.
2. Without limitation, the Participant must not:
   • charge attendance or registration fees;
   • sell tickets for attendance at the event;
   • require attendees to purchase goods, services, memberships or subscriptions as a condition of attendance; or
   • impose any other direct or indirect charge associated with participation in the Event.
3. A breach of this requirement constitutes a material breach of these Terms and Conditions and may result in rejection, suspension or cancellation of the booking.

10. Prohibition on payments to the Shanghai VGTI Office or its Staff

1. The Participant agrees that it will not make any payment to the Shanghai VGTI Office or its Staff for services provided in relation to the Event, except where the payment constitutes a reimbursement for costs explicitly contemplated under this Agreement, including but not limited to those related to the Participant’s indemnity or other obligations herein.

11. Participant Costs

1. The Participant shall bear all Participant Costs associated with the hosting of the Event. The Participant acknowledges that it is exclusively responsible for these Participant Costs and unless otherwise agreed in this Agreement, shall not recover any such Participant Costs from the Shanghai VGTI Office or Event attendees.

12. Approval Conditions

1. Shanghai VGTI Office may approve a booking subject to conditions. Shanghai VGTI Office may issue a Booking Confirmation subject to conditions.
2. The Participant must comply with all conditions specified in the Booking Confirmation.
3. Failure to comply with a condition specified in the Booking Confirmation constitutes a breach of these Terms and Conditions and may result in suspension or cancellation of the Event.

13. Cancellation Clause

1. The Shanghai VGTI Office may reject a booking request, or suspend, cancel or terminate a Booking Confirmation or this Agreement, at its sole discretion by written notice to the Participant.
2. Without limitation, Shanghai VGTI Office may exercise this right where:
   1. required information or supporting documentation is not provided;
   2. the Participant fails to comply with these Terms and Conditions;
   3. the Participant fails to comply with any condition specified in the Booking Confirmation;
   4. legal, regulatory, safety, operational or reputational concerns arise; or
   5. the Event differs materially from the Space Booking Form as approved or varied by the Booking Confirmation.
3. Shanghai VGTI Office shall not be liable for any costs, expenses, losses or damages arising out of or in connection with any rejection of a booking request, or any suspension, cancellation or termination of a Booking Confirmation or this Agreement.

14. Non-Availability of Premises Due to Force Majeure

1. For the purposes of this Agreement, a “Force Majeure Event” refers to any unforeseen and unavoidable event beyond the reasonable control of the Shanghai VGTI Office, including but not limited to fire, flood, earthquake, other acts of nature, governmental actions, change of applicable laws, public health emergencies (e.g., pandemics), strikes, war, terrorism, or any act or condition that renders the Premises unsafe, inaccessible, not permitted or unsuitable for use.
2. In the event of a Force Majeure Event that prevents the Shanghai VGTI Office from making the Premises available to the Participant for the agreed Event dates:
   1. The Shanghai VGTI Office shall be immediately released from its obligations under this Agreement to provide access to the Premises for the Event;
   2. The Shanghai VGTI Office shall not be liable to the Participant or any third party for any losses, damages, costs, or expenses incurred or to be incurred by the Participant, including but not limited to the Participant Costs, contractual obligations to third-party suppliers, or lost revenue;
   3. The Participant agrees to bear all its own associated costs or seek mitigation from its own service providers or insurers.
3. The Shanghai VGTI Office shall notify the Participant as soon as reasonably practicable upon becoming aware that a Force Majeure Event might impact the availability of the Premises.
4. Both parties shall use reasonable efforts to mitigate the impact of the Force Majeure Event, including rescheduling the Event to a mutually agreeable future date, if feasible.

15. Legal Governance and Dispute Resolution

This Agreement shall be governed by the laws of the People’s Republic of China and enforced in the People’s Court of Shanghai, where the Premises are located. Disputes should first be resolved through negotiation.

16. Miscellaneous

The Annexes to this Agreement form part of this Agreement and shall have the same legal effect as the main text of this Agreement. Unless otherwise agreed, the capitalized terms in the Annexes shall have the meanings as defined in the main text of this Agreement.

Acknowledgments and Acceptance

By electronically accepting these Terms and Conditions and submitting the Vic House Space Booking Form, the Participant:

• acknowledges that it has read, understood and agrees to comply with these Terms and Conditions;
• agrees that electronic acceptance has the same force and effect as execution of a written agreement;
• accepts all representations, acknowledgements, confirmations and compliance obligations contained in these Terms and Conditions and Annexures A, B, C and D, to the extent applicable; and
• agrees that Shanghai VGTI Office will rely on the information provided in the Space Booking Form when assessing the booking request and issuing any Booking Confirmation.

The individual submitting the Space Booking Form warrants that they are authorised to submit the booking request and accept these Terms and Conditions on behalf of the Participant.

Annex A: Building Management Rules

By reading this annexure, the Participant confirms the following building management rules, which include, but are not limited to:

1. Prohibition on External Signage: Placement of external signage, logos, or banners is not permitted unless explicitly authorised in advance by Shanghai VGTI Office, consistent with lease provisions.
2. Ensuring that guests and staff do not smoke on the premises.
3. Ensuring contractors and guests are aware of fire exits and relevant safety plans.
4. Ensuring that relevant licenses, permissions, approvals or filings are obtained if required.
5. Compliance with Shanghai Municipal Domestic Waste Management Regulations, and in case of violation, bear the fines for improper waste disposal and classification (100–1,000 RMB).
6. Proper use and care of public areas, including restrooms, lobbies, and staircases.
7. Prohibition of disconnecting or tampering with utilities without prior approval.
8. Other management rules and safety management rules as notified by Shanghai VGTI Office from time to time.

Annex B: Participant Compliance Statement

This Annex applies to Participants that are representative offices, social organisations, companies or branches registered in China.

By reading this annexure, the Participant confirms the following:

1. The proposed Event aligns with the scope of business and registered purpose of the Participant.
2. The Participant confirms that Permissions are not required for the proposed Event or The Participant has obtained and will maintain effective all necessary Permissions from the appropriate authorities, including:
   1. Large gatherings (if exceeding thresholds under local public security laws);
   2. Activities of convention and exhibition (if applicable);
   3. Activities involving restricted product categories (e.g., food, alcohol, cosmetics, pharmaceuticals etc.);
   4. Events involving foreign attendees or speakers requiring specific approvals; and
   5. Any other Permissions that are applicable to the Participant, the Event and the Products.
3. The Participant can provide to the Shanghai VGTI Office, upon request, the following supporting documents:
   1. Participant’s current registration certificate.
   2. Copy of all Permissions, (if applicable, e.g., public security clearance for large gatherings etc.).
   3. A list of any Products restricted from being showcased or promoted, along with the relevant Permissions.
   4. Any other documents requested by the Shanghai VGTI Office.
4. The Shanghai VGTI Office reserves the right to cancel or reject the Event in the absence of adequate documentation confirming the above.

Annex C: GACC Compliance Statement and Requirements

This Annex applies to events that involve imported products.

By reading this annexure, the Participant confirms the following:

1. All imported products to be showcased, demonstrated, or sampled during the Event:
   1. Are duly declared with and inspected by GACC, accompanied by valid GACC-approved certificates or registration, and applicable import taxes have been paid in compliance with Chinese laws and regulations.
   2. Meet Chinese Laws on product labelling and packaging, including but not limited to full compliance with Simplified Chinese language requirements.
   3. Are not subject to any import prohibition in China, and if an import license is applicable, such import license has been obtained.
   4. Comply with any other Chinese Laws that are applicable to the Products, including but not limited to the regulations administered by the GACC.
2. If the imported Products are food products (including beverage, alcohol, health-care food etc.), the following shall be complied with:
   1. The relevant offshore manufacturers, offshore exporters (or their agents) and the onshore importers have been duly registered and/or filed with the GACC in compliance with Chinese Laws.
   2. The Products are in line with mandatory Chinese Laws on food safety.
   3. All applicable Chinese packaging and labelling regulations, including full compliance with Simplified Chinese language requirements covering ingredients, shelf life, country of origin, and storage instructions.
   4. Comply with any other applicable Chinese Laws.
3. Marketing or promotional materials related to imported Products comply with Chinese Laws on advertising and anti-unfair competition, and where required, these materials have been pre-approved by GACC and other appropriate regulatory authorities.
4. The Participant will not display, distribute, or utilise unregistered or non-compliant imported products during the Event.
5. The Participant can provide to the Shanghai VGTI Office, upon request, the following supporting documents:
   1. Registration certificates of imported food manufacturer issued by GACC and filing documents of offshore exporters (or their agents) and the onshore importer issued by GACC.
   2. GACC declaration and inspection documents for each imported Product.
   3. Details of the Product’s compliance with Chinese labelling and packaging laws.
   4. Samples of promotional materials translated into Simplified Chinese.
   5. Any other documents requested by the Shanghai VGTI Office.
6. The Shanghai VGTI Office reserves the right to cancel or reject the Event in the absence of adequate documentation confirming the above.

Annex D: Administration for Market Regulation (AMR) Compliance Statement and Requirements

This Annex applies to all Participants, particularly for activities involving regulated goods such as food, alcohol, cosmetics and pharmaceuticals.

By reading this annexure, the Participant confirms the following:

1. Scope of Permitted Promotional Activities

2. Pre-Approvals for Regulated Activities

The Participant agrees to seek all necessary pre-approvals from relevant local and regulatory authorities, including AMR, prior to conducting any of the following activities on the Premises.

3. Permitted Products