Stand space agreement - Terms and Conditions
1.1 The Exhibition is organised and managed by Ascential Events Limited, a company registered in England and Wales with registration number 07925964 and registered office at c/o Ascential Group Limited, The Prow, 1 Wilder Walk, London, W1B 5AP, United Kingdom (“Organiser”).
1.2 These terms and conditions and the Front Sheet to which they are attached (together the “Agreement”) set out the terms on which we (i.e. the Organiser) grant you (i.e. the Exhibitor) the right to use the Stand Space at the Exhibition. Please read the Agreement carefully and make sure you understand it before signing. You understand that by signing the Front Sheet, you agree to be bound by the terms of the Agreement.
1.3 Defined terms have the meaning given to them in the Front Sheet or else within these Terms and Conditions.
1.4 In light of the meanings given above to "we" and "you", references to “us”, “our” and "your" shall be construed accordingly.
2. EXHIBITION RIGHTS
2.1 You are entitled:
2.1.1 (subject to Clause 4.2) to use the Stand Space for the duration of the Exhibition to show the Exhibits; and
2.1.2 to have a listing entry on the Exhibition website providing information about you and your Exhibits (the "Promotional Package").
2.2 We grant to you a non-transferable, non-exclusive, royalty free licence to use the Exhibition logos and trade marks (the "Exhibition Marks") solely to promote your attendance at the Exhibition.
2.3 Where you inform us, prior to entering into the Agreement, that there is a specific stand space at the Exhibition that you would like to use, we shall use our reasonable endeavours to allocate that stand space to you. However, you acknowledge and agree that we cannot guarantee the availability of any preferred stand space.
2.4 We shall provide you with all relevant details relating to the Exhibition (including, but not limited to, timings of the Exhibition, rules relating to the venue and rules relating to use of the Stand Space) prior to the Exhibition (the "Exhibition Information Pack").
2.5 You grant to us a worldwide, non-exclusive, royalty free, sub-licensable licence to use:
2.5.1 your logos and trade marks (the "Exhibitor Marks") provided to us in accordance with Clause 3.3, during the Term (as defined at Clause 10), on the Exhibition website and other marketing and publicity materials; and
2.5.2 the other materials and information provided to us in accordance with Clause 3.3 for inclusion in the Promotional Package, during the Term (as defined at Clause 10).
2.6 You acknowledge and accept that we have the right to publicly announce our business relationship with you which shall include but not be limited to announcements on social media. Such announcements shall not be disparaging or otherwise adverse to your business.
3. YOUR OBLIGATIONS
3.1 You shall ensure that your Exhibits are manned by at least one member of your staff at all times during the opening hours of the Exhibition.
3.2 In entering into the Agreement, you warrant to us that no items exhibited by you at the Exhibition or materials relating to your Exhibits (including, but not limited to, materials promoting your attendance at the Exhibition) shall:
3.2.1 be inaccurate, obscene, defamatory or disreputable;
3.2.2 infringe the rights of any third party;
3.2.3 otherwise be unlawful; or
3.2.4 be detrimental to us, the Exhibition, to other exhibitors at the Exhibition or to our general commercial interests.
3.3 You shall provide us with (i) samples of the Exhibitor Marks in a suitable format; and (ii) the materials and information necessary to populate the Exhibition Listing within five days of this Agreement being entered into (or within one day where this Agreement is entered into less than ten days before the start of the Exhibition). Any changes to the Exhibitor Marks for subsequent Exhibitions shall be notified to us no later than ten days before the start of the next Exhibition. Any materials and information provided to us in accordance with this Clause 3.3 shall be subject to our approval and editorial discretion (which we may exercise at any time to remove or delete any content included in your Promotional Package). You hereby warrant that any materials or information provided by you for inclusion in your Promotional Package shall not:
3.3.1 be inaccurate, obscene, defamatory or disreputable;
3.3.2 infringe the rights of any third party; or
3.3.3 otherwise be unlawful.
3.4 You shall ensure that your Stand Space is left in good order and in a clean condition at the end of the Exhibition and in accordance with the rules and regulations set out in the Exhibition Information Pack. In the event of any failure to do so, we may elect to carry out these obligations ourselves and at our election retain or dispose of any items remaining at the Stand Space and you shall be liable to us for any costs so incurred by us.
3.5 You warrant that you will comply with (and shall procure that your employees shall comply with): (i) all relevant laws and regulations relating to your attendance at the Exhibition; and (ii) any further specific rules which apply to the venue at which the Exhibition is being held (including any rules set out in the Exhibitor Information Pack).
3.6 You hereby indemnify us and shall keep us indemnified against all costs, expenses, damages, claims, losses and liabilities suffered or incurred by us as a result of your breach of Clauses 3.2, 3.3 and/or 3.5.
4.1 In consideration of the rights granted to you in Clause 2 above, you shall pay to us the Stand Space Fee and the Promotional Package Fee (in each case as set out on the Front Sheet) to be paid immediately upon receipt of the invoice to the account specified on the Front Sheet. In accordance with the Front Sheet, we will issue an invoice for each Exhibition within 90 days of the next Exhibition which will be payable immediately.
4.2 Following signature of this Agreement by both parties, we shall issue you with an invoice in respect of the deposit specified in the Payment Schedule for each Exhibition. The Stand Space shall be allocated to you on receipt of payment of this deposit.
4.3 For the avoidance of doubt, you shall not be permitted entry to the Exhibition unless full payment of all outstanding fees as at commencement of the Exhibition (plus any interest accrued on a late payment) has been received by us.
4.4 All sums due under this Agreement are exclusive of any applicable sales tax (including, but not limited to, VAT) which shall be paid by you at the rate from time to time in force.
4.5 For the avoidance of doubt, all payments made, whether from UK bank accounts or non-UK bank accounts shall be received on the due date by credit card payment, cheque or by wire transfer] in immediately available funds to the account designated by us on the Front Sheet. Any related bank fees or associated transfer fees relating to a wire transfer (whether charged by the sending or the receiving bank) shall be paid by you. For the avoidance of doubt, the net amount received by us under this Agreement must equal the full payment amount specified in the Front Sheet by the due date (plus any interest accrued on a late payment in accordance with clause 4.6 below).
4.6 Without prejudice to any other rights and remedies available to us, we shall be entitled to charge you interest on any overdue amount under this Agreement at the rate of 3% per annum above the then current base rate of the Bank of England accruing on a daily basis from the due date until the date of actual payment of the overdue amount whether before or after judgment and compounding every 90 days.
4.7 Payments must be received in the currency specified on the Front Sheet. Any payment received in any other currency will be converted into the currency specified on the front sheet by our bank at our bank’s FX conversion/ exchange rate as at the date of transfer, and must be equal to the full payment amount specified in the Front Sheet in the currency specified on the Front Sheet.
5. NO CANCELLATION
5.1 You shall have no right to withdraw from, cancel or otherwise terminate this agreement for any reason whatsoever within the Term of the contract.
5.2 Unless otherwise agreed by us in writing, you must occupy the Stand Space by opening time on the first day of the Exhibition. If you fail to do so for any reason you will be deemed to have cancelled your Stand Space allocation and we shall be entitled to re-allocate the Stand Space to a third party. For the avoidance of doubt, you shall be obliged to pay the Total Fees in the event of a cancellation by you in accordance with this clause 5.2 and any outstanding sums shall be payable by you within 14 days.
5.3 Unless otherwise agreed by us in writing, you shall not be permitted entry to the Exhibition in the event that any sums are owed by you to us (or any of our group companies), at the date on which the Exhibition commences, in respect of any services that we (or one of our group companies) have previously provided to you (including, but not limited to, stand space at a previous exhibition). In the event that any such sums are outstanding, you will be deemed to have cancelled your Stand Space allocation and we shall be entitled to re-allocate the Stand Space to a third party. For the avoidance of doubt, you shall be obliged to pay the Total Fees in the event of a cancellation by you in accordance with this clause 5.3 and all outstanding sums (including any previous outstanding sums) shall be payable by you within 14 days.
5.4 Where after the Agreement has been entered into the Exhibitor wishes to reduce the size of its space for the Exhibition booked under the Agreement, then written notice of such wish must be forwarded to the Organiser by Recorded Delivery Post. There shall be no obligation on the Organiser to accept such notification of reduction. Where the reduction is accepted by the Organiser, the Organiser reserves the right to apply the scale of the Organiser’s entitlements to cancellation charges set out in Condition 6 and above to the total Contract Price according to the amount by which the original stand area booked is reduced.
6. CANCELLATION OF EXHIBITION OR ALTERATION OF CONTENT BY US
6.1 It may be necessary for us to alter the advertised content, timing, date and/or location of the Exhibition. We reserve the right to do this at any time during the Term and without liability to you, provided that the Exhibition, as altered, is substantially similar to the Exhibition as originally advertised. We will provide you with notice of any alterations as soon as is reasonably practicable.
6.2 We reserve the right to cancel the Exhibition at any time during the Term and will provide you with notice of the same as soon as is reasonably practicable.
6.3 In the event that we cancel the Exhibition (pursuant to Clause 6.2) or materially alter the advertised content, timing, date and/or location of the Exhibition, you shall be entitled to either: (i) a credit for a future exhibition held by us of your choice (up to the value of sums paid by you in respect of the Exhibition); or (ii) terminate this Agreement with immediate effect and obtain a refund (calculated in good faith) of an amount that reflects the total sums paid by you at the date of cancellation minus the value of any rights received by you prior to the date of cancellation (e.g. in relation to your Promotional Package). Any such refund shall be paid by us upon request.
6.4 We reserve the right to remove any materials from your Exhibit or materials being used to promote your Exhibit at any time during the Exhibition (and to recover any costs incurred by us in doing so from you) if such materials (i) are in our reasonable opinion likely to be infringing the rights of a third party, (ii) cause you to be otherwise in breach of Clause 3.2, or (iii) are, in our reasonable opinion, otherwise inappropriate for display.
6.5 You expressly acknowledge and agree that we reserve the right to alter the layout of the Exhibition floor plan or position of any Stand Space at any time during the Term and without liability to you provided that the Stand Space continues to be substantially similar to the Stand Space as originally agreed on the Front Sheet.
7. INTELLECTUAL PROPERTY RIGHTS
You acknowledge that all intellectual property and similar and related rights (including, without limitation, trademarks, copyright, design rights, know-how, confidential information and goodwill) in and relating to the Exhibition and any materials provided by or produced by the Organiser in relation to the Exhibition shall be owned by us (or the applicable third party licensor) and you undertake not to use any such rights without our prior written consent.
Without prejudice to the indemnity given by you under Clause 3.6, you indemnify us and shall keep us indemnified against all costs, expenses, damages, claims, losses and liabilities made against or incurred by us (or any of our group companies) as a result of you exhibiting or advertising any goods or services at the Exhibition or otherwise being in breach of this Agreement.
9.1 Subject to Clause 9.3, our aggregate liability to you, whether such liability arises in contract, tort (including negligence) or otherwise, for any damages, loss, costs, claims or expenses of any kind howsoever arising, out of or in connection with any booking made by you in relation to the Stand Space and/or your use thereof, shall be limited to an amount equal to the Stand Space Fee paid by you in respect of the Stand Space.
9.2 Subject to Clause 9.3, we shall not be liable to you for (i) any loss of profit, loss of or damage to data, loss of anticipated savings or interest, loss of or damage to reputation or goodwill or; (ii) any indirect, special or consequential damages, loss, costs, claims or expenses of any kind.
9.3 Nothing in this Agreement shall limit or exclude either party's liability for:
9.3.1 death or personal injury caused by that party's negligence, or the negligence of that party's employees, agents or subcontractors;
9.3.2 fraud or fraudulent misrepresentation; or
9.3.3 any other liability which cannot be limited or excluded by applicable law.
10. TERM AND TERMINATION
10.1 This Agreement shall remain in force for the term referred to on the Front Sheet (the "Term") unless terminated earlier in accordance with the provisions of this Agreement.
10.2 Either party has the right at any time to terminate this Agreement immediately by giving written notice to the other in the event that the other:
10.2.1 has committed a material breach of any of its obligations under this Agreement (including a failure to pay any amounts due under this Agreement) and has not remedied any such breach (if capable of remedy) within fourteen (14) days of being required to do so by written notice; or
10.2.2 ceases or threatens to cease to carry on business, is unable to meet its debts as they fall due, has an order made or a resolution passed for its winding-up, has an administrator, receiver or manager appointed, makes any arrangement or composition with its creditors, or makes an application for the protection of its creditors in any way.
10.3 In addition, we shall be entitled to terminate the Agreement in the event that (i) you conduct yourself in such a way as to bring yourself, the Exhibition, any of the other exhibitors or us into disrepute or (ii) you breach the warranties given in Clauses 3.2 and/or 3.3.
10.4 If this Agreement is terminated by us in accordance with this Clause 10:
10.4.1 (where such termination occurs prior to commencement of the Exhibition), you shall be obliged to pay the Total Fees and any sums outstanding as at the date of termination shall be payable by you within 14 days of the date of our notice of termination; and
10.4.2 we shall be entitled to re-sell the Stand Space allocated to you to a third party;
10.4.3 there shall be no obligation on us to refund any sums paid by you pursuant to Clause 4; and
10.4.4 if applicable, any of your property at the Exhibition shall be removed by you immediately, failing which the property shall be removed by us at your expense.
10.5 Termination of this Agreement by either party for any reason shall be without prejudice to any rights or obligations that may have accrued as at the date of such termination.
11. FORCE MAJEURE
11.1 We shall not be deemed to be in breach of this Agreement or otherwise liable to you for any failure or delay in performing any of our obligations under this Agreement as a result of an event or series of connected events outside of our reasonable control and/or the reasonable control of our sub-contractors and/or suppliers as applicable (including, without limitation, strikes or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, terrorism, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm) (a "Force Majeure Event").
11.2 Our performance under this Agreement shall be deemed to be suspended for the period that a Force Majeure Event continues, and you agree that we may have an extension of time for performance for the duration of that period, including where appropriate by an extension to the Term. We will use reasonable commercial endeavours to find a solution by which our obligations under this Agreement may be performed despite the Force Majeure Event.
12. ANTI-BRIBERY AND CORRUPTON
12.1 You warrant that you shall:
12.1.1 comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
12.1.2 comply with such of our anti-bribery and anti-corruption policies as are notified to it from time to time; and
12.1.3 report to us any request or demand for any undue financial or other advantage of any kind received by or on behalf of you in connection with the performance of this Contract..
12.2 Breach of this clause 12 shall be deemed a material breach of this Contract.
13.1 In order to comply with our legal and regulatory obligations, we must ensure that you have in place adequate insurance cover with a reputable insurer in respect of your participation at the Exhibition. An adequate insurance policy has been arranged on your behalf with InEvexco Limited ("InEvexco") and, subject to Clause 13.3, shall be entered into by you prior to the Exhibition.
13.2 In consideration of us arranging an adequate insurance policy on your behalf in accordance with Clause 13.1, you shall pay to us the Insurance Participation Fee (as set out on the Front Sheet) with the deposit payable by you to us.
13.3 In the event that you already have in place an adequate insurance policy or you intend to make your own insurance arrangements, you can opt-out of the arranged policy referenced at 13.1 above by completing the "Evidence of Insurance as an Exhibitor" form which will be issued with your invoice. Your insurance policy will be deemed to be adequate for these purposes if (as a minimum) the following standard cover and limits apply under the policy:
Summary of Cover
Loss of irrecoverable expenses sustained as a result of cancellation, abandonment, curtailment, postponement or removal to alternative premises; inability to open or keep open your Stand Space due to damage to your property at the Exhibition, in transit to the Exhibition or damage to the venue at which the Exhibition is being held; late or non-arrival of Exhibits (or parts thereof) or of your staff/representatives; failure to vacate the venue within the contracted time; reasonable additional costs and expenses incurred in avoiding or diminishing a loss for reasons beyond your control.
Physical loss of or damage to property for which you are responsible, including your Exhibits (or parts thereof), stands, displays, equipment, furnishings, stationery, promotional literature, being brought to the venue for the purposes of the
13.4 You should return a copy of your completed "Evidence of Insurance as an Exhibitor" form to InEvexco, which administers our master exhibitor insurance policy, which is itself placed with Lloyd’s Underwriters. This should be received by InEvexco at least 30 days prior to the Exhibition. Please do not send any insurance documentation to us. A full specimen policy wording, showing the terms, conditions and exceptions of the cover can be viewed at www.InEvexco.co.uk.
13.5 In the event that InEvexco is satisfied with the insurance arrangements that you have in place, you shall be entitled to a credit of a sum equal to the Insurance Fee. This credit shall be set off against any outstanding fees that are due to us.
13.6 In the event that you fail to provide evidence of satisfactory alternative insurance arrangements or fail to enter into an insurance policy with InEvexco in accordance with Clause 13.1 at least 30 days prior to the Exhibition, your failure shall be deemed a material breach of this Agreement (including for the purposes of Clause 10.2.1) and we shall be entitled to forthwith re-allocate the Stand Space to a third party.
14.1 This Agreement contains the entire agreement and understanding between the parties and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement.
14.2 You acknowledge that you have not relied on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person other than as expressly set out in this Agreement (save that this shall not apply so as to limit or exclude our liability for fraud).
14.3 No failure or delay by either party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
14.4 This Agreement shall not create, nor shall it be construed as creating, any partnership or agency relationship between the parties.
14.5 You are not permitted to re-sell, transfer, assign or otherwise dispose of any of your rights or obligations arising under this Agreement.
14.6 The parties acknowledge and agree that execution of this Agreement by electronic or digital signature shall be effective execution under the laws of England and Wales in accordance with the provisions of the Electronic Communications Act 2000 as may be amended from time to time.
14.7 This Agreement and the rights and obligations of both parties shall be governed by, and construed in accordance with, the laws of England and Wales, and the parties irrevocably agree to submit to the exclusive jurisdiction of the courts of England and Wales.