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GENERAL TERMS AND CONDITIONS
1. FORMATION OF THIS AGREEMENT
1.1. By signing a Booking Form, we each agree to be bound by this Agreement to the exclusion of all other terms and conditions of business, including any that you may send to us, and all terms otherwise implied by law, custom or previous course of dealing to the maximum extent permitted by law. We expressly reject any terms and conditions you may send to us at any time.
1.2. The individual signing the Booking Form on your and on our behalf shall be deemed to have full authority to do so and neither party shall have any right to claim that such person did not have such authority.
1.3. No changes may be made to a Booking Form unless the parties both agree such changes in writing.
1.4. These General Terms and Conditions and the Schedule attached (Definitions & Interpretation) apply to all Booking Forms. The specific Modules that apply to your Agreement are identified in the Booking Form. If there is any conflict between the General Terms and Conditions, a Module and a Booking Form, then unless the Booking Form expressly states that it is intended to apply, the General Terms and Conditions shall apply first, then the Module terms.
1.5. We shall process the personal data you provide on the Booking Form and any other business contact details in accordance with our privacy policy at https://www.nineteengroup.com/privacy-policy
2. FEE
2.1. In consideration of the Services, you shall pay us the Fee in accordance with the payment schedule set out in the Booking Form. Unless otherwise agreed by us in writing, all other sums due to us from you shall be paid within 30 days of the date of our invoice to the account specified in the Booking Form.
2.2. Unless otherwise stated, all sums stated are exclusive of VAT, which (if applicable) you shall pay to us in addition.
2.3. If payment of any undisputed Fee is not received by us in full by the due date, without limiting any other rights and remedies available to us, we may: (a) suspend our provision of the Services; (b) charge costs and interest on any outstanding amount accruing in accordance with the Late Payment of Commercial Debts (Interest) Act 1998at the rate of 8% above the base rate of the Bank of England from the due date until the outstanding amount is paid in full; and (c) recover from you any costs we incur in collecting overdue fees from you.
2.4. You shall not be entitled to withhold any payment in whole or in part on the ground that you have a claim, counterclaim or set-off against us or for any other reason.
3. OBLIGATIONS
3.1. We shall provide the Services with reasonable skill and care and in accordance with Applicable Laws. In exercising your rights in relation to the Services, you shall comply with Applicable Laws.
3.2. The Services are personal to you, and we are not obliged to provide the Services (or any part of them) to any other entity or person.
3.3. You acknowledge and accept that we have the right to publicly announce our business relationship with you which will include announcements on social media.
4. IP RIGHTS
4.1. You hereby grant to us a worldwide, non-exclusive, sub-licensable royalty-free right and licence to use, reproduce, publish, store, distribute and display your name and Your Marks together with any other materials and information provided by you to us, in order to provide the Services.
4.2. You may have a right under a Module to use our IP Rights.
4.3. Each party undertakes not to: (a) do anything to prejudice or damage the other party’s goodwill in that party’s IP Rights or reputation; (b) do anything which is likely to bring the other party’s IP Rights into disrepute; and/or (c) apply for registration of any IP Rights in respect of the other party’s IP Rights or any part or colourable imitations of the same.
4.4. Any goodwill generated by a party in using the other party’s trade mark will belong to the owner of the that trade mark.
5. COMPLIANCE
5.1. The parties shall comply with all Applicable Laws in performing their obligations under this Agreement.
5.2. Without prejudice to Clause 5.1, each party shall: (a) comply with all Aapplicable Llaws , statutes and regulations relating to anti-bribery and anti-corruption including the Bribery Act 2010 and the Foreign Corrupt Practices Act 1977 ; (b) comply with its own anti-bribery and anti-corruption policies; and (c) report to the other any request or demand for any undue financial or other advantage of any kind received in connection with the performance of this Agreement.
5.3. You warrant that you are not and your parent company of an Affiliate is not listed as a designated or restricted party under any applicable trade or economic sanctions, embargo or similar laws, restrictions or requirements, including those implemented by the UN, the US, the EU and its Member States and/or the UK Government
5.4. To the extent that a party processes Personal Data under this Agreement, it shall be carried out in accordance with the Applicable Data Protection Legislation.
5.5. Breach of this Clause 5 is a material breach of this Agreement not capable of remedy.
6. CONFIDENTIAILITY
6.1. Subject to the provisions of this Clause 6, each party that receives information or documents (the Receiving Party) shall keep confidential and shall not disclose to any person all information which is marked confidential or is manifestly of a confidential nature, whether written or oral and in whatever medium which comes into its possession and relates to the business, products, financial and management affairs, customers, employees or authorised agents, plans, proposals, strategies or trade secrets of the other party the Disclosing Party) and/or its Affiliate (the “Confidential Information”).
6.2. The Receiving Party shall not, and shall ensure that its employees, contractors and agents shall not, use, copy or disclose any of the Confidential Information except for the performance or receipt of the Services.
6.3. The Receiving Party shall only disclose Confidential Information to its employees , contractors and agents to the extent that they need to know the same in order to provide the Services and where such employees, contractors and agents are bound by written obligations of confidentiality and non-use in favour of the Receiving Party and such obligations apply to Confidential Information disclosed to them.
6.4. The provisions of Clauses 6.1, 6.2 and 6.3 shall not apply to any Confidential Information which: (a) is or becomes generally available to the public other than as a result of any act or omission of the Receiving Party; (b) after the date of this Agreement comes into the possession of the Receiving Party and is received from a person lawfully in possession of the information and owing no obligation of confidentiality to the Disclosing Party or any of its Affiliates in respect of the information; and/or (c) is required to be disclosed by the Receiving Party by any court, governmental or administrative authority competent to require disclosure
7. WARRANTIES
Each of the parties represents and warrants to each other that:
7.1 is a corporation (or other entity) duly incorporated or otherwise organised and, validly existing and in good standing;
7.2 has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement;
7.3 shall comply with all Applicable Law and shall obtain all applicable permits and licences required of it in connection with its obligations under this Agreement; and
7.4 is not a party to any agreement and shall not enter into an agreement with a third party, the performance of which is reasonably likely to affect adversely its ability to perform fully its and obligations under this Agreement.
8. LIABILITY
8.1. SUBJECT TO CLAUSE 8.3, OUR SOLE AGGREGATE MAXIMUM LIABILITY TO YOU, FOR ANY REASON OR CAUSE WHATSOEVER 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 THIS AGREEMENT, SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE FEE PAID OR PAYABLE UNDER THE APPLICABLE BOOKING FORM.
8.2. SUBJECT TO CLAUSE 8.3, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT FOR (A) LOSS OF PROFIT, LOSS OF OR DAMAGE TO DATA, LOSS OF ANTICIPATED SAVINGS OR INTEREST, LOSS OF OR DAMAGE TO REPUTATION OR GOODWILL WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR; (B) ANY INDIRECT, INCIDENTAL SPECIAL, EXEMPLARY, PUNITIVE, ENHANCED OR CONSEQUENTIAL DAMAGES, LOSS, COSTS, CLAIMS OR EXPENSES OF ANY KIND.
8.3. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY THAT PARTY’S NEGLIGENCE, OR THE NEGLIGENCE OF THAT PARTY’S EMPLOYEES, AGENTS OR SUBCONTRACTORS; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) A PARTY’S OBLIGATIONS UNDER AN INDEMNITY; OR (D) ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.
9. TERM AND TERMINATION
9.1. This Agreement shall remain in force from the Effective Date until the earlier of the completion of the Services or the date of termination in accordance with this Agreement.
9.2. Either party may terminate this Agreement immediately by giving written notice to the other if the other (a) 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 (b) 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
9.3. Upon termination of this Agreement by us in accordance with this Clause 9, all sums due under the Booking Form shall remain due and payable without deduction or set-off.
9.4. On termination or expiry of this Agreement for any reason, any clauses that under their terms or by implication ought to survive shall survive.
10. FORCE MAJEURE
10.1 Neither party will be liable to the other party nor deemed to have defaulted or breached this Agreement for any delay or non-performance of its obligations under this Agreement to the extent it arises from a Force Majeure Event, subject to the affected party: (a) promptly notifying the other party in writing of the cause of the delay or non-performance and the likely duration of the delay or non-performance; and (b) taking steps to limit the effect of the delay or non-performance on the other party.
10.2 If a Force Majeure Event occurs which, prevents us from providing the Services (or any part of them), you will not be liable to pay the Fee to the extent the Services (or any part of them) are affected by the Force Majeure Event. We shall on a request from you issue you a credit in respect of the Fee paid for any Services not provided calculated by us in good faith. You may use the credit in respect of any other event, product or service we or our Affiliates provide. We shall not refund you any sums paid by you and we shall not be liable to you for travel, accommodation or other costs and expenses incurred in respect of the Event.
10.3 If the performance of a party’s obligations is not fully resumed within thirty (30) days after the first occurrence of the Force Majeure Event, the affected party may terminate this Agreement upon written notice.
10.4 You may not rely on this Clause 10 for any failure to pay the Fee and/or for your inability or any difficulties you may encounter in travelling to and attending an Event.
11. DISPUTE ESCALATION CLAUSE
11.1 Any and all disputes will be resolved in accordance with this Clause 11. Prior to referring any dispute to the courts, the parties will first attempt to resolve their dispute informally.
11.2 All disputes will initially be referred to a director, executive or person of equivalent seniority who will attempt to resolve the dispute in a mutually satisfactory manner. If a dispute remains unresolved after a period of five (5) Working Days following a referral, the dispute will be referred by notice from either party to the chief executive officer of each of the parties; such persons will meet within 5 working days in a good faith effort to resolve the dispute.
11.3 If no resolution to the dispute has been agreed within a further twenty (20) Working Days, then the parties will attempt to settle it by mediation in accordance with the Dispute Resolution (CEDR) Model Mediation Procedure. To initiate the mediation a party must give notice in writing to the other party requesting mediation. Unless agreed between the parties, the mediator will be nominated by CEDR. The mediation will start no later than five (5) Working Days after the date of the notice. The commencement of mediation will not prevent the parties commencing or continuing court proceedings.
11.4 Unless concluded in a written legally binding agreement, all negotiations connected with the dispute will be conducted in confidence and without prejudice to the rights of the parties in any future proceedings.
12. GENERAL
12.1 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
12.2 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)
12.3 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.
12.4 The parties shall ensure that they each maintain in place an adequate policy of insurance in relation to their respective obligations and liabilities in connection with this Agreement.
12.5 This Agreement shall not create nor shall the parties act in a matter as to suggest, any partnership, endorsement or agency relationship between the parties.
12.6 You are not permitted to re-sell, transfer, assign or otherwise dispose of any of your rights or obligations arising under this Agreement.
12.7 Each of the parties agrees 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.
12.8 If the entity organising the Event is registered in the UK, then tThis Agreement and the rights and obligations of both parties shall be governed by and construed in accordance with the laws of England, and the parties irrevocably agree to submit to the exclusive jurisdiction of the English courts.
12.9 If the entity organising the Event is registered in the US, then this Agreement and the rights and obligations of both parties shall be governed by and construed in accordance with the laws of the state of Delaware, and the parties irrevocably agree to submit to the exclusive jurisdiction of the state of Delaware courts. However, we shall be entitled to bring a claim against you for unpaid fees in the courts in the territory where you are located.. THE PARTIES HEREBY AGREE TO GIVE UP AND WAIVE ANY RIGHTS TO LITIGATE CLAIMS BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN MEDIATION .
SCHEDULE: DEFINITIONS & INTERPRETATION
In this Agreement, the following expressions shall, unless the context otherwise requires, have the following meanings:
“Affiliate”: | In relation to either party any business entity (including, any entity such as a division, subsidiary, sister or parent company) that is either directly or indirectly controlling, controlled by or under common control of that party. For this purpose, “control” means the power of a business entity to secure, whether by means of holding shares or having the voting power of shares, or by virtue of any power conferred by or under articles of association, or any regulation, agreement, arrangement, restriction or other document regulating or binding upon that entity, such that the affairs of the “controlled” entity shall, by law, be conducted in accordance with the wishes of the “controlling” entity. |
“Agreement”: | The Booking Form and these terms and conditions including all applicable Modules. |
“Applicable Data Protection Legislation”: | Any applicable laws and regulations binding standards and industry self-regulatory programs of any applicable jurisdiction of the UK relating to the processing of personal data including the Data Protection Act 2018, the UK General Data Protection Regulation 2016/679 as defined by section 3(1) of the Data Protection Act 2018, and the Privacy and Electronic Communications (EC Directive) Regulations 2003 each as may be amended from time to time and including where applicable the guidance and codes of practice issued by any relevant rRegulator and in the case of the US: Section 5 of the Federal Trade Commission Act; the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, and other similar state consumer privacy laws and regulations; |
“Applicable Laws” : | All laws, directives, regulations, and rules in any jurisdiction applicable to this Agreement including without limitation Applicable Data Protection Legislation and the UK Code for Non-Broadcast of Advertising and Direct & Promotional Marketing. |
“Booking Form”: | The booking form for Services you wish to purchase. |
“Breakdown Period”: | The period for removal of all Exhibits and Stands from the Halls as set out in the Event Regulations. |
“Build-up Period”: | The period for the installation of all Exhibits and Stands at the Halls, as set out in the Event Regulations. |
“Cancellation Charges”: | The cancellation charges payable by you as set out in the Booking Form. |
“Company”, “we” or “us”: | The company identified on the Booking Form. |
“Confidential Information”: | Has the meaning given to it in Clause 6.1 of the General Terms and Conditions. “Delegate” means an individual who attends an Event. |
“Delegate Data”: | Personal Data relating to a Delegate. |
“Digital Content”: | Any content that we create and that may be sponsored, including a whitepaper, report, webinar and podcast. |
“Effective Date”: | The date on which the Booking Form has been signed by the both of us. |
“Event Marks”: | Any logo or word marks owned and used by us in connection with the Event. |
“Event”: | The eEvent, award show or other event taking place on the dates and times as stated on the Booking Form. |
“Event Regulations”: | All regulations issued in relation the Event or the Venue including the rules of the venue and any regulation set out in any manual, provided to you by us in advance of the Event. |
“Exhibits”: | The items to be displayed by you within the Space as may be detailed in the Booking Form. |
“Fee”: | The sum due to us as set out in the Booking Form. |
“Force Majeure Event”: | 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, pandemic, 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 extreme adverse weather conditions). |
“Halls”:. | The halls in which the Event shall take place |
“Insurance Participation Fee” : | Has the meaning set out in the Booking Form. |
“IP Rights”: | Any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design right or equivalent rights in any part of the world and any associated goodwill. |
“Marks”: | The Event Marks and/or Your Marks as the context requires. |
“Modules”: | The modules attached to these General Terms and Conditions identified in the Booking Form.; |
“Personal Data” : | Means any and all information that is regulated as “personally identifiable information,” “personal information, or “personal data” (including any derivation of any such term); shall be deemed defined by the Applicable Data Protection Legislation and where not defined, it means (a) any information relating to an identified or identifiable person; or (b) information that does not specifically relate to an identifiable individual that when combined with other information, may identify an individual. |
“Services”: | The services described in the Booking Form, which may include Sponsorship Benefits, the availability of a Stand, the provision of Digital Content, a Subscription and Event delegate attendance. |
“Shell Scheme”: | That part of the Stand to be constructed by the appointed contractors and conforming with the specifications for its type specified in the appropriate brochure. |
“Space”: | The area at the Event allotted to you by us. |
“Sponsorship Benefits”: | The sponsorship benefits set out in the Booking Form including sponsorship of Digital Content, roundtable, events and, pre-event marketing etc. |
“Sponsor Materials”: | Any digital, print, online or other form of content produced by you or on your behalf that references the Services, the Event, us and/or includes the Events Marks but excluding Your Content. |
“Stand”: | All erections on the Space. |
“Subscription”: | The fixed term subscription services on the basis of either a contributor or a supporter as set out in the Booking Form. |
“Venue”: | The space in which the Event is scheduled to take place. |
“Venue Owner”: | The proprietor of the Venue, together with its agents, employees and contractors. |
“Website”: | The website where we host any Digital Content. |
“you” or “your”: | The person or entity purchasing the Services as set out in the Booking Form. |
“Your Content”: | Any content that you provide to us in respect of the Services, including content for newsletters, website banners and email banners. |
“Your Marks”: | Your name, logo and any other trade marks you provide to us in respect of the Services. |
In this Agreement the following rules of interpretation apply: (a) Words in the singular include the plural and in the plural include the singular. (b) Clause headings shall not affect the interpretation of this Agreement. (c) References to Clauses are references to the clauses of this Agreement. (d) Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party’s other rights and remedies. (e) Any phrase introduced by the words including shall be construed as illustrative and shall not limit the generality of the related general words. (f) A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it. (g) A third party or person includes a corporate or unincorporated body (whether or not having separate legal personality). (h) A party and the parties means you and us. |
MODULE A: EVENT TERMS
1. ALTERATION, CANCELLATION OR POSTPONEMENT
1.1 We may at our sole discretion postpone, change the location or timings of an Event at any time for any reason on notice to you. If we postpone or change the location or timings of an Event, the Services shall be unaffected and shall apply to the revised Event. If we exercise our rights under this paragraph 1.1, you will not be entitled to a refund and we shall not be liable to you for fees, travel, accommodation or other costs and expenses incurred in respect of the Event.
1.2 We may cancel the Event at our sole discretion at any time for any reason on notice to you. If we cancel the Event, we shall on a request from you issue you a credit to use in respect of any other event, product or service we or our Affiliates provide. The credit will be of an amount equal to the sums paid by you less the value of any Services received by you at the time of cancellation, calculated by us in good faith. We shall not refund you any sums paid by you and we shall not be liable to you for travel, accommodation or other costs and expenses incurred in respect of the Event.
1.3 We reserve the right to refuse you entry to the Event until we have received cleared funds of all payments due from you (including any applicable interest).
1.4 We shall be entitled to terminate this Agreement immediately in the event that: (a) you conduct yourself in such a way as to bring yourself, the Event, any of the other sponsors or the Company into disrepute; or (b) you breach the provisions of Clause 5 (Compliance) of the General Terms and Conditions.
2. IP RIGHTS
2.1 You acknowledge that all IP Rights in and relating to the Event, the Event Marks and any materials provided by or produced by us in relation to the Event are owned or shall vest in us (or the applicable third party licensor) and you undertake not to use any such rights without our prior written consent.
2.2 We grant to you a non-transferable, non-exclusive, royalty free licence during the Term to use Event Marks solely to promote your attendance at the Event.
2.3 You grant to us a worldwide, non-exclusive, royalty free, sub-licensable licence to use Your Marks and other materials and information provided by you to us, on the Event website and other related marketing and publicity materials.
3. PERSONAL DATA
3.1 If we have confirmed in the Booking Form that we will share Delegate Data with then you agree that provide you with the Delegate Data for our legitimate interest in relation to the promotion and success of the Event. You agree that we are the controller and you are the processor of the Delegate Data as such terms are defined in the Data Protection Legislation. You warrant and represent that you will:
(a) process the Delegate Data securely and in compliance with the Data Protection Legislation;
(b) process the Delegate Data only to better plan or implement the activities set out in the Services;
(c) delete the Delegate Data from your systems once the Services have been provided;
(d) process the Delegate Data in accordance with our written instructions only;
(e) ensure that any of your employees authorised to access Delegate Data shall be subject to written obligations to maintain the confidentiality of the Delegate Data;
(f) engage sub-processors only with our prior consent and in accordance with the Data Protection Legislation;
(g) notify us without undue delay if you become aware of any security breach or any failure of security in relation to the Delegate Data and provide us with full details of the same;
(h)) assist with any data subject requests received by us;
(i) not transfer the Delegate Data to a third country outside the European Economic Area or the UK without having a valid transfer mechanism in place; and
(j) subject to us giving you reasonable notice, provide us with all information reasonably necessary to demonstrate compliance with this paragraph.
3.2 Where you collect Personal Data directly at the Event without our involvement, you agree that you are doing so as controller and warrant that you will comply with the Data Protection Legislation.
3.3 Where we provide you with a scanner for the Event, we will send to you the following Delegate Data: first name, surname, job title, email, company, country and scanned date/time to you promptly after the scanning has taken place. You agree that you receive such data as controller.
4. INDEMNITY
4.1 You indemnify us and shall keep us indemnified against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us (or any of our group companies) arising out of or in connection with (a) any breach by you of the licence granted at paragraph 2.2 above; (b) any third party claim that Your Marks breach a third party’s rights, including IP Rights; (c) any breach by you of Applicable Law and/or the Event Regulations; and/ or (d) any claim we receive from the Venue Owner in respect of your acts or omissions.
5. EVENT ATTENDANCCE
When you or your employees attend any of our Events you must comply and ensure that your employees comply with our attendee terms available on our website or as otherwise notified to you in advance.
MODULE B: STAND SPACE
1. OCCUPATION OF STAND
1.1 You shall be permitted to occupy the Space for the purpose of displaying Exhibits and other articles, items and materials within the scope of the Event for the duration of the Event.
1.2 You shall install your Exhibits, articles, items, materials and Stand during the Build-up Period and remove your Exhibits, articles, items, materials and Stands during the Breakdown Period. We and the Venue Owner shall be permitted to have access to the Stand at all times.
1.3 You may not sublet the Stand (in whole or in part) without our express prior. If and to the extent that we agree that you may sublet the Stand, you remain responsible for the Stand and shall be liable for any breach of the terms of this Agreement by any party to whom the Stand is sublet.
1.4 You are only permitted to conduct business from your Stand and accordingly, you shall not canvass, promote, advertise or solicit for business in any other area of the Venue. You shall not use Event to publicise any other event in which you are a sponsor or participant.
2. CANCELLATION
2.1. If you wish to cancel your Space booking and terminate this Agreement, you must send us written notice of cancellation by recorded delivery post to our address specified on the Booking Form.
2.2. We reserve the right to treat the allocation of Space to you as being cancelled, to apply the Cancellation Charges (which shall be payable by you in accordance with the Booking Form), and to re-allocate the Space to another Exhibitor if you: (a) request to cancel your Space booking; or (b) fail to meet your payment obligations (whether as to the amounts due or dates of payment); or (c) fail to occupy the Space allotted to you by the opening time on the first day of the Event.
3. REDUCTION OF SPACE
3.1 If you wish to request the reduction of your Space, you must send such request in writing by recorded delivery post to our address specified on the Booking Form (a “Reduction Request”). We shall not be obliged to accept the Reduction Request. If we accept the Reduction Request, we reserve the right to apply the scale of Cancellation Charges according to the amount by which the original Space area is reduced. For the avoidance of doubt, we may re-sell or re-allocate the vacant space in our sole discretion.
4. YOUR OBLIGATIONS
4.1. You warrant to us that no Exhibits or materials relating to your Exhibits (including materials promoting your attendance at the Event) shall: (a) be inaccurate, obscene, defamatory or disreputable; (b) infringe the rights of any third party; (c) otherwise be unlawful; or (d) be detrimental to us, the Event, to other exhibitors at the Event or to our general commercial interests.
4.2. You shall provide us with (a) samples of Your Marks in a suitable format; and (b) the materials and information necessary to populate your promotional listing for the Event within five days of entry into this Agreement (or within one day where this Agreement is entered into less than 10 (ten) days before the start of the Event). Any materials and information provided to us shall be subject to our approval and editorial discretion (which we may exercise at any time to remove or delete content).
4.3. You warrant that your Stand will be: (a) manned by at least one member of your staff at all times during the opening hours of the Event; and (b) left in good order and in a safe and clean condition at the end of the Event in accordance with the Event Regulations; failing which we may in our discretion carry out these obligations ourselves and retain or dispose of any items remaining at the Stand in each case at your cost.
4.4 You are solely responsible for obtaining any licences, regulatory approvals, customs clearances or other necessary consents required for you to participate in the Event and display your Exhibits, including, any licences or other necessary consents required for the playing of music or any other audio or visual material by Client.
4.5 You shall not display any materials or information that do not exclusively relate to your commercial activities.
5. OUR RIGHTS
5.1. We shall be entitled to: (a) allocate to you a space other than the Space for which you applied; (b) change the Space or Stand allocated to you at any time before you take possession of the Space and Stand in our absolute discretion, provided that if such changed area of Space or Stand is smaller than the area specified in the Booking Form we shall refund to you a pro-rata amount in respect of the area reduced; (c) alter the position or layout of the Event, features, catering areas and any stands including the Stand and Space; (d) refuse any person admission to the Event or remove from the Event any person whose presence in our opinion is likely to be undesirable and we may exercise such rights notwithstanding that any person is your employee, agent or otherwise in any way connected or associated with you; and (e) alter the duration of the Build-up Period and/or Breakdown Period on reasonable notice to you.
5.2 We reserve the right to remove from being displayed, at your risk and expense, any Exhibit, fitting or machinery or other items that we consider to (a) be in breach of the Event Regulations, (ii) infringe the IP Rights of a third party, (iii) be likely to cause offence or annoyance or (iv) be otherwise inappropriate.
6. INSURANCE
6.1. It is a condition of this Agreement that you must arrange adequate insurance to protect yourself and others attending the Event. as set out in Module F
MODULE F: INSURANCE
This agreement includes Commercial General Liability Insurance including blanket contractual liability, with limits of liability of at least one million dollars ($1,000,000), combined for bodily injury and property damage, per occurrence, and two million dollars ($2,000,000) general aggregate.
Exhibitors will receive their insurance compliance certificates from the insurance company, within the 30 days period prior to the event.
August 2026