EXHIBITION TERMS AND CONDITIONS

1. Definitions

The following definitions shall have the following meanings:

• • References to laws, statutes or regulations shall include references to such laws, statutes or regulations as amended, updated, consolidated or re-enacted from time to time.
  • A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
  • Where the words include(s), including or in particular are used in these Terms and Conditions, they are deemed to have the words without limitation following them.
  • Unless the context otherwise requires, words in the singular will include the plural and in the plural will include the singular and a reference to one gender will include a reference to the other genders.

2. Commencement and Charges
   • The Contract will come into effect on the date the Booking Form is signed by both parties and will continue, unless terminated earlier in accordance with its terms, until expiry of the Hire Period when it will automatically terminate.
   • Subject to Clause 3, the Organiser will invoice the Exhibitor for the Charges in accordance with the Payment Schedule.
   • If the Hire Period commences within three (3) months of signature of the Contract, the full Charges will be payable on signature of the Contract.
   • The Charges payable by the Exhibitor exclude amounts in respect of value added tax (VAT), which the Exhibitor will (if applicable) be liable to pay the Organiser at the prevailing rate subject to receipt of a valid VAT invoice.
   • The Exhibitor will pay each invoice submitted by the Organiser in Great British Pounds Sterling. Payments can be made by credit card or BACS to the Organiser Bank Account detailed on the Booking Form.
   • If the Exhibitor fails to make any payment due to the Organiser under the Contract by the due date for payment then, without limiting the Organiser’s remedies under Clause 6, the Organiser may:
     • where the Charges have been calculated based on a Special Show Rate (as detailed in a Booking Form), increase the Charges to reflect the applicable standard charges; and/or
     • charge on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this clause will accrue each day 4% per year above the HSBC plc base rate from time to time, but at 6% a year for any period when the base rate is below 0%.

3. Licence to Occupy
   • Subject to Clause 6 and the payment of the Charges, the Organiser grants the Exhibitor a right during the Hire Period to enter the Exhibition and use the Stand in accordance with the terms of the Contract. The Exhibitor acknowledges that:
     • it will have the right to enter the Exhibition and use the Stand as a licensee only, and no right, title or interest in land or buildings is created;
     • the Organiser retains control, possession and management of the Exhibition and the Exhibitor has no right to exclude the Organiser from the Stand;
     • the Organiser and the Owner and their authorised representatives have the right to enter the Exhibition Hall and Stands at any time, including to carry out inspections and execute necessary works, repairs and/or alterations. No compensation will be payable to the Exhibitor for damage, loss or inconvenience caused by the reasonable exercise of this right.
   • The Organiser reserves the right at any time to make such alterations to the floor plan of the Exhibition as may in the Organiser’s opinion be necessary in the best interests of the Exhibition as a whole and to alter the shape, size or position of the Stand allotted to the Exhibitor.

• If, as a result of any alterations made under Clause 2, the Stand allotted to the Exhibitor is:
  • reduced, a proportionate allowance will be made to the Exhibitor by adjustment of the Charges; or
  • increased, then no additional Charges shall be payable.

4. Sublicensing of the Stand
   • If the Exhibitor wishes to sub-licence or divide the Stand allotted to it or permit the Stand to be utilised by any other person it must submit a completed Sub-Exhibiting Form (as detailed in the Exhibitor’s Manual) to the Organiser for approval.
   • Following receipt of a Sub-Exhibiting Form, the Organiser shall notify the Organiser if approval is granted (such approval to be granted in the sole discretion of the Organiser) and notify the Exhibitor of the additional charges payable.
   • The additional charges specified under clause 2 shall be payable within seven (7) days of the date of the invoice issued by the Organiser. In consideration of payment of the additional charges the Sub-Exhibitor will (where possible) be included in the Exhibition catalogue, receive a fascia board with the Sub-Exhibitor’s name (space permitting) and named exhibitor badges.
   • The Exhibitor shall ensure that the Sub-Exhibitor complies with the terms of the Contract and the Exhibitor shall be liable for the acts, errors and omissions of any Sub-Exhibitor.

5. Occupation of the Stand
   • The Exhibitor is obliged to occupy the Stand allocated by the Organiser.
   • The Stand must be occupied by representatives of the Exhibitor (or relevant Sub-Exhibitor) at all times during the hours that the Exhibition is open to the public.
   • The Exhibitor shall be permitted to distribute Materials and promote products or services of the Exhibitor (or any Sub-Exhibitor) at the Stand.
   • Unless permitted by the Organiser, the Exhibitor shall not within the Exhibition Hall:
     • display or distribute Materials in respect of any goods or products other than those of the Exhibitor or any Sub-Exhibitor;
     • promote its participation in any other event;
     • make sales of products or services for cash or in kind;
     • bring or distribute alcoholic beverages or operate games of chance or lottery devices; or
     • use live microphones or loudspeakers (other than laptops and like devices) or cause annoyance to other exhibitors or visitors or do or say anything derogatory or detrimental to the reputation of the Organiser or others.

6. Cancellation by the Organiser
   • The Organiser may terminate the Contract with immediate effect by giving the Exhibitor notice in writing if the Exhibitor:
     • fails to pay any amounts due under the Contract on the due date for payment;
     • commits a breach of any term of the Contract (other than any failure to make a due payment) and, where such breach is capable of remedy, fails to remedy such breach within 7 calendar days of receipt of a request to do so;
     • takes or has taken against it any step or action towards its entering administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part 1A Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this paragraph (c); or
     • the Exhibition is cancelled at the discretion of the Organiser due to a shortage of bookings or other support by suppliers, Exhibitors or visitors for the Exhibition.
   • On termination of the Contract by the Organiser under Clause 1 (a) to (c) inclusive, the Exhibitor will be required to pay:
     • all outstanding invoices issued by the Organiser on demand; and
     • the balance of the Charges which will be payable within 14 calendar days of the date of receipt of a valid invoice from the Organiser.
   • On termination of the Contract by the Organiser under Clause 1 (d), the Organiser will refund the Exhibitor any Charges paid as at the effective date of termination.

7. Cancellation by the Exhibitor
   • The Exhibitor may cancel the Contract by notice in writing to the Organiser.
   • On receipt of a cancellation notice under Clause 1, the Contract will automatically terminate and the Organiser reserves the right to charge a cancellation fee. Any sums already received by the Organiser under the Contract will be deducted from the cancellation fee. The cancellation fee will be calculated as follows:-

• The cancellation fee will still be payable if the reason for cancellation is due to unforeseen circumstances affecting the Exhibitor, including travel disruption, illness (including Covid19) and/or availability of personnel or suppliers.
• If the Exhibitor fails to attend and occupy the Stand at least 2 hours before the Exhibition opens the Organiser reserves the right to resell or reallocate the Stand and the Exhibitor will be liable to pay any outstanding Charges.
• Payment of any amounts due under this clause shall be made within seven (7) days of the date of invoice from the Organiser.
• If the Exhibitor wishes to reduce the size of a Stand is shall provide written notice to the Organiser. The Organiser may, in its sole discretion allocate a new Stand and make a proportionate refund of the Charges. 
• On termination of the Contract for whatever reason:
  • any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect; and
  • termination will not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the obligation to pay any cancellation fee and right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

8. Unforeseen Events
   • Subject to Clause 2, the Organiser may at any time (at its sole election), suspend or terminate the Contract with immediate effect by giving the Exhibitor notice in writing if the Exhibition Hall and/or the Stand has to be closed or is unavailable during the Hire Period due to an Unforeseen Event. In the event of any termination under this clause 8.1, the Organiser shall not:
     • be required to refund any Charges paid as at the date of termination; and
     • be liable in any way to the Exhibitor, including, without limitation, in respect of any actions, claims, liabilities, damages, losses (including consequential losses), loss of sales, loss of opportunity, damage to reputation, or costs or expenses suffered or incurred by the Exhibitor, whether directly or indirectly, as a result of termination of the Contract.
   • During any suspension period pursuant to clause 1, the Organiser may (in its sole discretion) determine whether it is feasible to hold the Exhibition in another place and/or at a later date and, where possible offer such revised date to the Exhibitor. The terms of this Contract shall, if accepted by the Exhibitor, apply to the revised date and/or location unless otherwise agreed between the parties.

9. Exhibitor’s Manual

The Exhibitor agrees and undertakes to comply with (and ensure any of its employees, contractors, agents and visitors and Sub-Exhibitors) comply with the Exhibitor’s Manual and complete and return to the Organiser all relevant forms as detailed in the Exhibitor’s Manual by the dates stated therein.

10. Liability
    • The Exhibitor shall occupy the Stand and undertake all of its activities in the Exhibition Hall at all times entirely at its own risk.
    • The Exhibitor accepts liability for all acts or omissions of the Exhibitor and its employees, contractors, agents and visitors and Sub-Exhibitors (whether arising from personal injury or damage to property or otherwise).
    • The Exhibitor hereby indemnifies the Organiser against all actions, suits, proceedings, claims, demands, losses (including legal costs), liabilities, damages, costs and expenses taken or made against the Organiser or incurred or payable arising directly or indirectly from the acts or omissions of the Exhibitor or any Sub-Exhibitor (including but not limited to damage to any part of the Exhibition Hall or outside areas or the supply of products or samples of any kind, whether sold or given away free).
    • The Organiser may admit, dispute, settle, compromise or otherwise deal with any claim or proceeding arising from the matters under Clause 3 as it sees fit but will keep the Exhibitor advised of the progress of the same.
    • The Organiser shall take such precautions as it considers appropriate for the proper running of the Exhibition. However, the Organiser will not (to the extent permitted under appliable law) be responsible for the safety of the Stand or any Materials of the Exhibitor or any other person (including a Sub-Exhibitor).
    • The Organiser and shall not be liable for any loss of or damage:
      • to the items mentioned in paragraph 10.5 whether by theft or fire or any other cause; or
      • sustained by the Exhibitor by reason of any defect in the Exhibition Hall.
    • The Organiser’s total liability in contract, tort, (including negligence or breach of statutory duty) or otherwise arising from or in connection with the performance or contemplated performance of this Contract shall be limited in all circumstances to the Charges paid or payable by the Exhibitor.
    • Nothing in the Contract shall exclude or restrict the liability of either party to the other for death or personal injury resulting from negligence or for fraudulent misrepresentation or in any other circumstances where liability may not be limited under any applicable law.
    • All warranties, conditions and other terms implied by statute or commonlaw or otherwise relating to the delivery, performance, quality, accuracy or fitness for purpose of any services or supply of goods under the Contract are, to the fullest extent permitted by law, excluded.

11. Insurance
    • The Exhibitor agrees and undertakes to insure in their full replacement value the contents of the Stand and all associated ancillary equipment and materials.

It is a condition of the Contract that the Exhibitor arrange adequate insurance to protect themselves and others attending the Exhibition. The minimum limit of public liability insurance required is £2 million each occurrence.

• To provide you with this level of minimum cover and further additional covers for your benefit, Diversified Business Communications has arranged for Exhibitors to be protected under their insurance policy for an Insurance Participation Fee charged with your stand/space rental.
• An “Evidence of Insurance as an Exhibitor” document, summarising the cover provided, will be issued by email when payment of the Insurance Participation Fee is made with your invoice. Please note the Insurance Participation Fee must be paid to initiate your insurance protection and payment must be made no later than the start of the build-up period of the event. The Standard Limits and Cover provided to participating Exhibitors are:

11.4  If you believe you already have adequate Public Liability cover in place you will receive email instructions of how this can be uploaded onto InEvexco Ltd’s online portal. This will then be reviewed by InEvexco Ltd, who are a specialist insurance broker who administer the Diversified Business Communications Exhibitor Insurance. This should be uploaded at least 30 days prior to the exhibition opening. If for any reason your Evidence of Alternative Insurance is deemed inadequate by InEvexco then they will inform you why this is the case and what you need to do to satisfy Diversified Business Communications contract conditions regarding insurance. If you disagree with InEvexco’s decision you may make use of InEvexco’s appeals procedure

11.5  Please do not send any insurance documentation to Diversified Business Communications. A full specimen policy wording, showing the terms, conditions and exceptions of the cover and the Exhibitors Insurance Product Information Document is available from InEvexco via their website https://www.inevexco.co.uk/our-services/event-and-exhibition-exhibitors-insurance. We strongly recommend the Exhibitor reads the InEvexco policy wording as some exclusions apply. This service is provided on a non-advised basis and the Exhibitor should make sure the limits offered are sufficient for your needs.

11.6 The Organiser accepts no liability in contract, tort, negligence, statutory duty or otherwise (to the maximum extent permitted by applicable law) arising out of the use of, quality, fitness for purpose or access to or provision of the insurance policy by InEvexco Ltd. The Organiser has no responsibility to the Exhibitor for, and hereby disclaims all liability arising from, the acts or omissions of InEvexco Limited or any third parties required to provide the insurance policy and related services hereunder.

11.7 InEvexco Ltd are authorised and regulated by the Financial Conduct Authority (FCA) to provide relevant insurance mediation services, under number 579079. The FCA’s register can be accessed through www.fca.org.uk.

12. Approval of Materials
    • All Materials must comply with the rules and regulations set out in the Exhibitor’s Manual and all applicable law (including the requirements of the Authorities).
    • Exhibitor acknowledges and agrees that the purpose of the Exhibition is to promote the sale and use of products and related equipment to members of the industry targeted by the Exhibition.
    • The Organiser reserves the right at any time before or during the Exhibition to require Materials (in whole or part) be removed that detract from the general character of the Exhibition as a whole, if they are inconsistent with the purpose of the Exhibition.

13. Stand constructions
    • Exhibt will be provided by the Organiser and will be in accordance with the specifications given in the Exhibitor’s Manual.
    • The Exhibitor shall comply with the conditions governing the carrying out of all additional construction work as detailed in the Exhibitor’s Manual.
    • All corner site Stands must retain their open sides and the Exhibitor must not erect a wall or solid object above a height of 1m.
    • Space only Exhibitors must make their own arrangements for stand design and construction of stands for space only sites and may use either the official contractor or a contractor of its choice. All such stands are subject to the approval of the Organiser and the Exhibitor must submit detailed drawings with full plan/elevations and details of construction and other works to be carried out, materials, method of construction and the name of the proposed contractor, at least two (2) months prior to the opening of the Exhibition.  Positions and dimensions of machinery and large exhibits must be shown.  No solid walls along the circumference of the Stand will be permitted.  Exhibitors must satisfy the Organiser that the erection and demolition of the stand can be carried out safely and within the Hire Period.

14. Promotion and representation
    • The Organiser will use its reasonable endeavours to organise and promote the Exhibition in such a manner as it considers appropriate and it reserves the right to amend or vary the manner or methods of such organisation and promotion.
    • Any statements made by or on behalf of the Organiser as to audience projections or methods or timing of promotion shall constitute only general indications of the Organiser’s promotion and organising strategy and shall not amount to any representation or warranty.

15. Exclusion from the Exhibition
    • The Organiser shall not incur any liability to the Exhibitor by reason of excluding or removing the Exhibitor and any Exhibitor property included in the Stand from the Exhibition due to Exhibitor’s breach of this Contract nor shall the Organiser be liable to the Exhibitor for any loss or damages howsoever caused.
    • The Exhibitor so excluded shall not be entitled to any refund of the Charges or for expenditure incurred for Stand construction or materials or for Exhibits or otherwise in connection with the Exhibition as if he had occupied the Stand throughout the Exhibition.

16. Health and safety
    • The Exhibitor is responsible for ensuring that its Stand is maintained in a clean and orderly state during the Exhibition.
    • The Materials must conform to applicable laws, regulations and conditions concerning dangerous materials, combustible or otherwise.
    • All flammable Materials shall be effectively fireproofed or otherwise processed against fire in accordance with applicable law and the Exhibitor must adhere to all fire and safety regulations which affect the Exhibition Hall.
    • All Materials shall be removed from the Exhibition Hall by the Exhibitor at the end of the Hire Period.

17. Data protection and Data Use
    • The Exhibitor shall comply with all applicable requirements of the Data Protection Legislation in its collection, use, processing and storage of personal data from visitors to the Exhibition or otherwise. The parties acknowledge that, in respect of such personal data, for the purposes of the Data Protection Legislation, the Exhibitor is the Data Controller.  Without prejudice to the generality of this clause, the Exhibitor shall ensure that it has all necessary appropriate consents and notices in place.
    • The Organiser may sub-contract elements of the services provided under the Contract, including stand build, electrics and registration services. The Exhibitor consents to the Organiser providing contact details of the Exhibitor to allow such third-party contractors to contact the Exhibitor to organise these services.

18. Authority and Compliance
    • The Exhibitor warrants that the representative signing the Booking Form has the authority to enter into the Contract on behalf of the Exhibitor.
    • Exhibitor covenants, represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organisation; (b) its execution, delivery and performance of this Contract, the fulfilment of and the compliance with the respective terms and provisions have been duly and validly authorized by all necessary corporate or other legal action of Exhibitor and (c) the Contract constitutes a legal, valid and binding obligation of Exhibitor, enforceable against Exhibitor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the enforcement of creditors’ rights.
    • The parties each agree to comply with all applicable laws, ordinances, rules, and regulations, including but not limited to copyright and infringement laws in the performance of their obligations under the Contract. Further, Exhibitor agrees to comply with the provisions of any labour related agreements which might cover activities conducted within the Exhibition facility; with all rules and regulations of the Exhibition facility and with any other rules and regulations that may be issued from time to time by the Exhibitor including but not limited to those contained in the Exhibitor Manual.
    • Exhibitor hereby covenants, represents, and warrants that any and all materials and products (including without limitation food products) displayed or otherwise used by Exhibitor within the Exhibition facility will have been obtained in full compliance with the laws of the respective jurisdiction(s) of origin of such materials and products. Exhibitor agrees to indemnify Organiser against any claim, action or loss occasioned by any breach of this Clause 4.

19. Sanctions Law Compliance

Exhibitor represents and warrants that its participation in the Exhibition will not violate any regulations administered and enforced by the U.S. Department of Treasury Office of Foreign Assets Control’s (OFAC) Sanctions Program or any other applicable sanctions program administered by England. Further if its country of incorporation is subject to further review as required by Organiser’s sanctions compliance internal procedure, it will provide all information reasonably requested.

20. Intellectual property
    • The Exhibitor may use the Organiser’s name, uses and logos for the purposes of promoting its attendance at the Exhibition and in accordance with any style guides or other instructions issued by the Organiser.
    • The Exhibitor hereby grants to the Organiser a worldwide, non-exclusive, royalty-free licence to use its name, logos and trade marks (registered or otherwise) for promotional and commercial use in connection with the Exhibitor’s involvement with the Exhibition (including, without limitation in any online or physical promotional materials prepared by or on behalf of the Organiser for the Exhibition).
    • Except where the Contract expressly states otherwise, nothing in the Contract shall give either party any right, title or interest in the intellectual property rights of the other or to any associated goodwill and the parties acknowledge and agree that all such rights and goodwill are and shall remain vested in the other.
    • To the extent that Organiser agrees to publish and/or otherwise promote Exhibitor’s logo and/or other promotional content as a part of the services included in the Contract, Exhibitor’s failure to abide by any submission dates notified to the Exhibitor may result in the delay or cancelation of the delivery of such promotional services with no right to a refund of any Charges.

21. Antiharassment Compliance

The Exhibitor or Sub-Exhibitor acknowledges that Diversified Business Communications has a legal duty to take all reasonable steps to prevent harassment of its employees. The Exhibitor or Sub-Exhibitor agrees that its employees, agents and guests will comply with Diversified Business Communications Code of Conduct Policy while on-site. Any breach may result in immediate removal from the site and termination of the agreement without refund. 

22. Miscellaneous
    • A notice given to the Exhibitor or the Organiser under the Contract shall be given in writing. Such notice may be given by hand or courier or post to the principal address of the receiving party or by email (to such address as notified by either party from time to time).
    • If any provision or part thereof of the Contract, including the Exhibitor’s Manual, shall become or shall be declared by any Court of competent jurisdiction to be invalid or unenforceable in any way, such invalidity or unenforceability shall in no way impair or affect any other provision or part thereof all of which shall remain in full force and effect.
    • The Contract constitutes the entire agreement between the parties in relation to its subject matter. The terms of the Contract will apply to the exclusion of any other terms.
    • The Exhibitor shall not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Organiser.
    • The Organiser may at any time assign, transfer, charge, sub-contract or deal in any other manner with any of its rights or obligations under the Contract.
    • No variation of the Contract will be effective unless it is in writing and signed by the parties (or their authorised representatives).
    • The Contract does not confer any rights on any person or party (other than the parties to the Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
    • No failure or delay by any person in exercising any right, power or privilege under the Contract shall operate as a waiver thereof nor shall any single or partial exercise by any person of any right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law.
    • The Contract and any dispute or claim arising out of or in connection with its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any disputes.