Exhibitor Terms

1.

DEFINITIONS AND INTERPRETATION

1.1

In this Agreement, the following words shall have the following meanings:

‘Agreement’
means this agreement entered into between the Exhibitor and IGD, comprising the Proposal and these terms and conditions.

‘Confidential Information’
means information provided by one party to the other under this Agreement, which is not in the public domain and which by its nature may reasonably be deemed confidential, or which has been indicated to be confidential by the party disclosing it.

‘Event(s)’
means the IGD event described in the Proposal at which the Exhibition will be held.

‘Exhibit’
means any article or property brought by the Exhibitor into an Event, for use on or connected to a Stand.

‘Exhibition’
means the dedicated area within the Venue for the display and demonstration of Stands and Exhibits.

‘Exhibition Fee’
means the amount, if any, payable by the Exhibitor, as set out in the Proposal.

‘Exhibitor’
means the company to whom the Proposal is sent

‘Exhibitor’s Trade Mark(s)’
means the Exhibitor’s registered or unregistered trade marks as notified by the Exhibitor to IGD from time to time.

‘Force Majeure Event’
means any event affecting the performance of any provision of this Agreement including, without limitation, flood, fire, explosion, earthquake, extreme weather conditions, subsidence, structural damage, epidemic or other natural physical disaster, failure or shortage of utility supplies, military operations, crowd disorder, severe transport disruption, strike, lock-outs or other industrial action, terrorist action or civil commotion.

‘IGD’
means IGD Services Limited

‘Intellectual Property Rights’
means the Exhibitor’s Trade Mark(s), IGD trade mark(s), all patents, design rights, copyright, know-how, internet domain names, moral rights, trade secrets and all other forms of intellectual property, whether or not registered and wherever in the world enforceable.

‘Proposal’
means the email or proposal document setting out IGD’s offer

‘Stand’
means the Exhibitor’s equipment used at the Venue for the display of Exhibitor marketing literature and on-site branding, plus any equipment hired by Exhibitor from the Venue, including, where approved in advance by IGD, any Exhibitor pull-up banner.

‘Venue(s)’
shall mean the venue or venues chosen by IGD to hold the Event(s).

1.2

All orders are accepted subject to the terms of this Agreement, which shall apply to the exclusion of all other terms and conditions.

1.3

the headings to Clauses are inserted for convenience only and shall not affect the interpretation or construction of this Agreement;

1.4

words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include the other gender and the neutral and vice versa and references to persons shall include an individual, company, corporation, firm or partnership;

1.5

references to "includes" or "including" or like words or expressions shall mean without limitation; and

1.6

references to any statute or statutory provision shall include any subordinate legislation made under it, any provision which it has modified or re-enacted (whether with or without modification) and any provision which subsequently supersedes it or re-enacts it (whether with or without modification).

2.

IGD EVENT(S)

2.1

IGD reserves the right to determine the programme, content and format of the Event(s) and Exhibition and to make any alterations thereto. If alterations prove necessary, IGD will make reasonable efforts to ensure that such changes do not significantly impact upon the Exhibitor’s rights under this Agreement and where possible, shall inform the Exhibitor of any significant changes in advance. IGD also reserves the right to change the Exhibition Stand location or specifications at any time.

2.2

The Exhibitor must secure the prior written agreement of IGD for any additional marketing or promotional coverage of the Event(s), which the Exhibitor wishes to undertake. The cost of any such additional marketing or promotional coverage shall be borne by the Exhibitor.

2.3

All Exhibition Stands and Exhibits at Event(s) are subject to the prior approval of IGD, and any Venue requirements.

2.4

Exhibition Stands and Exhibits must be protected, at the Exhibitor’s expense, from causing any hazard or danger to persons or property. The Exhibitor must comply with all requirements or regulations of IGD and the Venue, including all applicable security, fire, health and safety laws and codes of practice. All IGD Venues are non-smoking.

2.5

The Exhibitor shall ensure that its Stand is adequately staffed throughout the Event(s) and that the Exhibitor’s authorised representative is present at the Exhibition during its opening hours, and during the installation and dismantling of the Exhibitor’s Stand and Exhibits.

2.6

The Exhibitor is solely responsible for setting up and dismantling its Stand and Exhibit, and must ensure that it does not exceed the Exhibitor’s allocated floor space, or obstruct the view of, or be otherwise reasonably objectionable to, other exhibitor’s stands or exhibits. The Exhibitor must not remove its Stand or Exhibit prior to the official end of the Exhibition, and must remove it by the time specified by IGD. Failure to adhere to this requirement may result in the Exhibitor being charged an extra fee.

2.7

Property and articles brought into the Venue by or on behalf of the Exhibitor shall be the sole risk and responsibility of the Exhibitor.

2.8

Unless the prior written consent of IGD is obtained, the Exhibitor shall not make any retail sales from its Exhibition Stand, or conduct any raffles, donations or other promotional measures that require attendees to be present at a specified location and time. All unusual promotional plans must be approved in advance by IGD. In the event that IGD does grant the Exhibitor written permission to make retail sales, the Exhibitor agrees to (a) maintain in force any necessary licence, and (b) to be responsible for and indemnify IGD in relation to any third party claims in relation to the sale of the products or services.

2.9

The Exhibitor shall maintain in force at its own expense, all insurances required by any applicable law, including, without limitation, employer’s liability insurance, and public liability insurance in a sum of not less than £5 million, with a reputable insurance company and submit the policy to IGD upon request.

2.10

(a) The Exhibitor shall procure that its employees, agents, or sub-contractors (Permitted Third Parties) comply with (1) this Agreement and the reasonable directions of IGD, and (2) the terms and conditions of the Venue in relation to and during the Event(s) (Both (1) and (2) known as “Requirements”) as if the Permitted Party is a party to the Requirements.

(b) The Exhibitor shall indemnify IGD against:

(i) all claims, demands, costs, liabilities, damages or losses (including all legal and other professional costs and expenses) incurred by IGD, and (ii) against all third party claims, demands, costs, liabilities, damages or losses (including all legal and other professional costs and expenses) incurred by the Venue

arising as a result of any damage caused to the Venue by the Exhibitor or its Permitted Third Parties or arising from a breach of the Requirements by the Exhibitor or its Permitted Third Parties .

3.

FEES AND PAYMENT TERMS

3.1

The Exhibitor shall pay the Exhibition Fee (if any) plus VAT (if applicable) to IGD within 30 days of the invoice date, or no later than 30 days prior to the first Event (whichever is sooner).

4.

TERM AND TERMINATION

4.1

This Agreement shall continue in force until the date which falls twelve months after the Event.

4.2

Either party may terminate this Agreement immediately by notice in writing to the other if:

4.2.1

the other party commits a material breach of this Agreement and, if capable of remedy, fails to remedy it within 30 calendar days of receipt of written notice from the other party;

4.2.2

the other party passes a resolution for winding up (other than for solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect;

4.2.3

the other party ceases to carry on its business or substantially the whole of it business;

4.2.4

the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets; or

4.2.5

as a result of any act or omission by the other party, the terminating party reasonably considers that its image or reputation has been, or is likely to be, adversely affected by the parties’ continued association.

4.3

Termination of this Agreement is without prejudice to any accrued rights and remedies of either party at the date of termination.

4.4

Upon expiry or termination of this Agreement for whatever reason, both parties undertake to immediately cease using the other’s Intellectual Property Rights and to return on request, any confidential or proprietary information belonging to the other party.

5.

LIMITATION OF LIABILITY

5.1

Nothing in this Agreement shall limit or exclude either party’s liability in respect of anything which cannot be limited by law, or under any indemnity in this Agreement.

5.2

IGD shall not be liable to the Exhibitor for any indirect or consequential loss, or loss of goodwill, loss of profits, loss of publicity, loss of business opportunity or any other economic loss.

5.3

Subject to Clauses 5.1 and 5.2 the aggregate liability of IGD for any liability arising under or in connection with this Agreement howsoever arising (including by way of negligence) shall be limited to the Exhibition Fee or £1,000 (whichever is the higher).

5.4

The indemnities in this Agreement are each conditional on the party seeking indemnification: (a) promptly informing the other of the event giving rise to the claim or potential claim, (b) taking all reasonable steps to mitigate their losses; (c) giving control of the claim or potential claim, including all rights of settlement and negotiation to the other party; and (d) providing reasonable co-operation to the other in connection therewith.

6.

FORCE MAJEURE

6.1

Neither party shall be liable for any breach of this Agreement directly or indirectly caused by a Force Majeure Event or other circumstances beyond the reasonable control of that party, which prevent that party from performing its obligations to the other. A party affected by a Force Majeure Event shall make reasonable efforts to mitigate the effects of the Force Majeure Event on its performance of this Agreement and shall resume performance as soon as reasonably possible.

6.2

If a Force Majeure Event affecting IGD prevents all or a material part of any Event(s) from being held, IGD shall be entitled to retain the Exhibition Fee.

7.

INTELLECTUAL PROPERTY

7.1

The Exhibitor warrants that it owns the Intellectual Property Rights in the Exhibitor Trade Mark(s) and grants IGD a license to reproduce the Exhibitor’s Trade Mark(s) on IGD’s website or in publications or marketing literature at IGD’s discretion.

7.2

Neither party shall reproduce, disseminate, refer to or use the Intellectual Property Rights of the other, in any way other than strictly in accordance with this Agreement, or as agreed in writing by the parties from time to time.

8.

CONFIDENTIAL INFORMATION

8.1

Each party may use the Confidential Information of the other for the sole purpose of the performance of this Agreement. Neither party may disclose the terms of this Agreement, nor any other Confidential Information to any third party, other than to: (i) such of their employees, agents or sub-contractors as need to know the relevant information to carry out this Agreement; (ii) their professional advisors; or (iii) as may be required by law or requested by any governmental or regulatory authority. This Clause 10 shall survive termination of this Agreement.

9./h3>

DATA PROTECTION

9.1

Any personal data provided to the Exhibitor (such as a list of delegate names in the delegate pack) is provided strictly for use in connection with the Event(s) and must not be used for any other purpose nor to contact individuals.

9.2

Each party shall comply with the provisions of the Data Protection Act 1998 and

any associated legislation and shall not do anything which may cause the other party to infringe the Data Protection Act 1998 or any associated legislation.

9.3

The Exhibitor warrants that it has in place, and shall maintain, appropriate technical and organisational measures against accidental, unauthorised or unlawful processing, destruction, loss, damage or disclosure of personal data and adequate security programmes and procedures to ensure that unauthorised persons do not have access to the personal data.

9.4

The Exhibitor shall indemnify IGD from and against all claims, demands, actions, costs, expenses, liabilities and damages or losses (including all interest, penalties and legal and other professional costs and expenses) incurred by IGD, its officers, agents and sub-contractors as a result of any breach by or on behalf of the Exhibitor of this Clause 9.

10.

GENERAL

10.1

The Exhibitor warrants that it will not and will procure that its employees, agents, or sub-contractors will not engage in any activity, practice or conduct which would constitute an offence of bribery or facilitation payment in the United Kingdom;

10.2

A person who is not a party to the Agreement shall not have any rights under or in connection with it.

10.3

Neither party may transfer or or subcontract any of its rights or obligations under this Agreement. For the avoidance of doubt, the Exhibitor may not sub-let or assign Stands.

10.4

Failure by either party to enforce any term or condition of this Agreement is not a waiver by them of their right to do so.

10.5

This Agreement constitutes the full and complete agreement of the parties for the scope of work described in the Proposal and stands in place of any previous agreements, written or oral. Each party acknowledges that in entering this Agreement, it has not relied on any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement. Nothing in this clause shall exclude either party’s liability for fraudulent misrepresentation. Any modifications to this Agreement shall be made only in written form, agreed and signed by the same parties.

10.6

Nothing in this Agreement creates a general partnership between the parties, or authorises either party to bind the other.

10.7

This Agreement shall be governed and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.