When you apply to exhibit at an exhibition which is organised and managed by Ascential, your agreement will be subject to the terms and conditions below (‘Stand Space Terms’).
1. How this Agreement works
a. This Agreement (as defined below) is a contract between (i) the client organisation or individual identified as such in the Order Form (‘You’, ‘you’, ‘your’) and (ii) the Ascential Group company identified in the Order Form as the provider of the relevant products and services (‘Ascential’).
b. Your contract with Ascential is made up of the Order Form and these Stand Space Terms, together with any authorised variations of any of the foregoing and any documents incorporated by reference into any of the foregoing (together the ‘Agreement’).
c. Where you access services or products via a website operated by Ascential, these Attendee Terms should be read and will apply in conjunction with the terms and conditions applicable to your use of that website (the ‘Website Terms and Conditions’), which will form part of this Agreement.
d. In the event of any conflict or inconsistency between the Order Form, these Stand Space Terms and Conditions, the relevant Website Terms and Conditions and between any of the foregoing and a document referred to in the Agreement; the documents will take precedence in the order listed above.
2. Scope of these Stand Space Terms
a. These Stand Space Terms govern your application for Stand Space at the Exhibition (as defined on the relevant Order Form, which for the purposes of this Agreement will be deemed to be the Order Form).
b. The Exhibition is organised and managed by Ascential.
c. Your application to register for the Exhibition is subject to availability and to you making full payment.
d. Defined terms have the meaning given to them in the Order Form or else within these Stand Space Terms.
3. General Mutual Obligations
a. Each party will carry out its obligations under this Agreement in accordance with the terms of this Agreement and with due skill and care.
b. Each party will comply with all applicable laws and regulations with respect to its activities under this Agreement.
c. Nothing in this Agreement will require Ascential to do or omit to do anything which would contravene any applicable laws or regulations.
4. Grant of Rights
a. You are entitled:
i. (subject to clause 4(b) below) to use the Stand Space for the duration of the Exhibition to show the Exhibits; and
ii. to have a listing entry on the Exhibition website providing information about you (the ‘Promotional Package’).
b. 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 will 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.
c. We will provide you with all relevant details relating to the Exhibition (including timings of the Exhibition, rules relating to the venue and rules relating to your use of the Stand Space) prior to the Exhibition (the ‘Exhibition Information Pack’).
5. Intellectual Property Rights
a. 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.
b. You grant to us a worldwide, non-exclusive, royalty free, sub-licensable licence to use:
i. your logos and trade marks (the ‘Exhibitor Marks’) provided to us in accordance with clause 6(c), during the Term (as defined at clause 13), on the Exhibition website and other marketing and publicity materials; and
ii. the other materials and information provided to us in accordance with Clause 6(c) for inclusion in the Promotional Package, during the Term.
c. 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 to the Exhibition and the Exhibition Marks and any materials provided by or produced by us in relation to the Exhibition will be owned by us (or the applicable third party licensor) and you undertake not to use any such rights without our prior written consent.
6. Your Obligations
a. You will ensure that your Exhibits are manned by at least one member of your staff at all times during the opening hours of the Exhibition.
b. 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 materials promoting your attendance at the Exhibition) will:
i. be inaccurate, obscene, defamatory or disreputable;
ii. infringe the rights of any third party;
iii. otherwise be unlawful; or
iv. be detrimental to us, the Exhibition, to other exhibitors at the Exhibition or to our general commercial interests.
c. You will provide us with:
i. samples of the Exhibitor Marks in a suitable format; and
ii. the materials and information necessary to produce the Promotional Package,
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 materials and information provided to us in accordance with this clause 6(c) will 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).
d. You hereby warrant that any materials or information provided by you for inclusion in your Promotional Package will not:
i. be inaccurate, obscene, defamatory or disreputable;
ii. infringe the rights of any third party; or
iii. otherwise be unlawful.
e. In participating in the Exhibition, you represent and warrant that:
i. you will not, directly or indirectly, organise, fund or sponsor any conflicting or competing activity in the city in which the Exhibition is located during the Exhibition, unless you are permitted to do so by Ascential;
ii. you will not, directly or indirectly, engage in activities that are identical or similar to those conducted by Ascential during the Exhibition, or that otherwise that take commercial advantage, or are parasitic of the Exhibition, its brand, trademark or goodwill;
iii. you will not entice Exhibition delegates, sponsors or speakers away from the Exhibition with the intention of presenting your own competitive commercial activities which runs contrary to the Exhibition or to its detriment or engage them to participate in, support your event or competitive commercial activity which undermines or damages the Exhibition;
iv. you will not use the name, trademarks or logos of the Exhibition or any Ascential business to promote your event or competitive commercial activity without our prior written consent; and
v. you will not engage in promotional or branding activities, including but not limited to the distribution of leaflets, brochures or flyers whether before, during or after the Exhibition unless agreed in writing with Ascential.
f. We reserve the right to procure the cancellation of any event that you host or manage, whether before, during or after the Exhbition, that is in breach of any of the terms of clause 6(e) without any liability to you.
g. You will 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 will be liable to us for any costs incurred by us in doing so.
h. You warrant that you will comply with (and will procure that your employees will 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).
i. You hereby indemnify us and will keep us indemnified against all costs, expenses, damages, claims, losses and liabilities suffered or incurred by us as a result of any breach by you of your obligations under this clause 6.
a. In consideration of the rights granted to you in clause 4 above, you will pay to us the Stand Space Fee and the Promotional Package Fee (in each case as set out on the Order Form). You must pay these immediately upon receipt of invoice to the account specified on the Order Form.
b. Following signature of this Agreement by both parties, we will issue you with an invoice in respect of the deposit specified in the Payment Schedule. The Stand Space will be allocated to you on receipt of payment of this deposit.
c. For the avoidance of doubt, you will 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.
d. In the event that any sums payable to us are not received from you in accordance with this clause 7, we will be entitled in our discretion to deem that you have cancelled your Stand Space allocation and we will be entitled to re-allocate the Stand Space to a third party. For the avoidance of doubt, in the event of a cancellation by you in accordance with this clause 7(d) you will be obliged to pay us such proportion of the Total Fees as is applicable in accordance with the remainder of this Agreement.
e. You will pay sums due under this Agreement in full without any set-off, counterclaim, deduction or withholding (save as required by law).
f. Without prejudice to any other rights and remedies available to Ascential, Ascential will be entitled to charge you statutory interest (at the then-current rate) on any overdue amount under this Agreement, 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
g. The Order Form or our invoice will set out instructions and terms for payment of the relevant Fees. You must pay each invoice submitted to you by Ascential in accordance with those instructions and terms. If no terms are specified on the Order Form or invoice, you will pay each invoice submitted to you by Ascential within thirty (30) days of receipt.
h. All sums due under this Agreement are exclusive of any applicable sales tax (including VAT). Unless otherwise stated, you are responsible for any taxes that you are obligated to pay or that Ascential may collect from you in connection with your purchase of the relevant products or services. If you do not pay the sales or other taxes or fees on a transaction, you will be responsible for the taxes or fees in the event they are later determined to be payable on the relevant products or services, and Ascential reserves the right to collect the taxes or other related fees from you at any time. In certain jurisdictions, Ascential may be required to collect and remit sales tax in connection with your purchase of products and services. Any such taxes will be added to the agreed Fee and reflected on your invoice.
8. Cancellation of Stand Space by You
a. In the event that you wish to cancel the Stand Space and terminate this Stand Space Service Line, you must send written notice of such cancellation to us by recorded delivery post, addressed to the named Event Director, at Ascential’s address set out on the Order Form. On receipt of such notice by us, your Stand Space allocation will be cancelled and we will be entitled to reallocate the Stand Space to a third party.
b. In the event of cancellation by you 180 days or more prior to the start date of the Exhibition, we will be entitled to a payment that equates to 50% of the Total Fees (as set out on the Order Form) which will be payable by you, less any amounts that you have already paid prior to cancellation, within 14 days of the date of the notice of cancellation sent by you. Where you have already paid more than 50% of the Total Fees to us at the date of cancellation, we will refund to you the amount that you have paid in excess of 50% of the Total Fees. Any such refund that is payable by us will be made as soon as is reasonably practicable following our receipt of your cancellation notice.
c. For the avoidance of doubt, you will be obliged to pay the Total Fees in the event that you cancel the Stand Space in accordance with clause 8(a) fewer than 180 days prior to the date of the Exhibition. Any sums outstanding at the time of cancellation will be payable by you within 14 days of the date of your cancellation notice.
d. 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 will be entitled to re-allocate the Stand Space to a third party. For the avoidance of doubt, you will be obliged to pay the Total Fees in the event of a cancellation by you in accordance with this clause 8(d) and any outstanding sums will be payable by you within 14 days.
e. Unless otherwise agreed by us in writing, you will not be permitted entry to the Exhibition in the event that any sums are owed by you to us, at the date on which the Exhibition commences, in respect of any services that we have previously provided to you. In the event that any such sums are outstanding, you will be deemed to have cancelled your Stand Space allocation and we will be entitled to re-allocate the Stand Space to a third party. For the avoidance of doubt, you will be obliged to pay the Total Fees in the event of a cancellation by you in accordance with this clause 8(e) and all outstanding sums will be payable by you within 14 days.
f. In the event that you wish to reduce the size of your space for the Exhibition booked under the Agreement after the Agreement has been entered into, then you must send written notice of such wish to Ascential by Recorded Delivery Post. Ascential will have no obligation to accept such requested reduction. Where we accept the reduction, we reserve the right to apply the scale of Ascential entitlements upon cancellation charges set out in clause 8 and above to the Total Fee according to the amount by which the original Stand Space booked is reduced.
9. Cancellation of Exhibition or Alteration of Content by Ascential
a. It may be necessary for us to alter the advertised content, timing, date 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.
b. 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.
c. In the event that we cancel the Exhibition pursuant to Clause 9(a) or materially alter the advertised content, timing, date and/or location of the Exhibition, you will be entitled to either:
i. a credit for a future exhibition held by us, 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, which will be calculated by Ascential 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. Any such refund will be paid by us upon request.
d. 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 we reasonably determine that such materials:
i. Infringe, or are likely to infringe, any rights of a third party;
ii. cause you to be otherwise in breach of clause 6(d); or
iii. are otherwise inappropriate for display.
e. 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 Order Form.
a. Without prejudice to the indemnity given by you under clause 6(i), you indemnify us and will 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.
a. Nothing in this Agreement will operate to exclude or limit a party’s liability for death or personal injury caused by its or its employees or subcontractors’ negligence, or for any fraudulent misrepresentation by any of the foregoing or for any other liability which cannot be excluded or restricted by law.
b. Subject to clause 11(a) above, 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, will be limited to an amount equal to the Stand Space Fee paid by you in respect of the Stand Space.
c. Subject to clause 11(a) above, neither party will be liable to the other under or in connection with this Agreement for any indirect, special, economic or consequential damages, claims, losses or expenses of any kind arising out of or in connection with this Agreement and whether for breach of contract, tortious behaviour (including negligence) or any other cause of action. This limitation of liability applies to any damages or injury caused by any failure of performance, error, omissions, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure or theft of, destruction of, unauthorised access to, alteration of or use of content or data.
d. The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.
e. Each party acknowledges that in entering into this Agreement it has not relied on, and will 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 the Agreement.
f. No person who is not a party to the Agreement will have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999 and the rights of the parties to terminate, rescind or agree any variation, waiver or settlement under the Agreement will not be subject to the consent of any third party.
g. Ascential will have no liability to you for any failure or delay in performing any obligation under this Agreement as a result of any event beyond its or its subcontractors’ reasonable control.
a. You will keep confidential the commercial terms of this Agreement and all information received from Ascential in connection with the Agreement and you will not share any such information with any third party.
b. The restrictions set out in clause 12(a) above will not apply to any information that is or subsequently becomes available to the general public other than through a breach of this Agreement by you, or is developed through your independent efforts without reference to the Confidential Information, or that you rightfully receive from a third party without restrictions as to its use. You may disclose such information as required by law, by a court of competent jurisdiction or by a governmental or regulatory authority.
13. Term and Termination
a. Subject to the provisions of clause 13(b) below, the rights and liabilities of each party under this Agreement will come into effect on the date that Ascential issues confirmation that it accepts your Order Form and will remain in force until the close of the Exhibition (the ‘Term’) unless terminated earlier in accordance with its terms.
b. Ascential’s obligation to provide and your agreement to receive the relevant services takes effect from the date set out on the Order Form or, if earlier, the date on which you access or use the relevant products or services.
c. Ascential may, with or without notice, suspend access to the relevant services or terminate this Agreement in its entirety if you are delinquent in paying all or any portion of the Fees, provided that you have been served with a written demand for payment of the overdue amount and have not made payment within fourteen (14) days of your receipt of such notice.
d. 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 commits a material breach of any of its obligations under this Agreement and has not remedied such breach (if capable of remedy) within fourteen (14) days of being required to do so by written notice.
e. In addition to our rights of termination set out elsewhere in this Agreement, we will be entitled to terminate this Stand Space Service Line in the event that you conduct yourself in such a way as to bring yourself, the Exhibition, any of the other exhibitors or Ascential or any of its affiliates into disrepute, or you breach the terms of any warranty given by you under this Agreement.
f. Ascential may terminate this Agreement forthwith on written notice to you if you cease or threaten to cease to carry on business, are unable to meet your debts as they fall due, have an order made or a resolution passed for your winding-up, have an administrator, receiver or manager appointed, make any arrangement or composition with your creditors, or make an application for the protection of your creditors in any way.
14. Consequences of Termination
a. If this Agreement is terminated by us in accordance with its terms:
i. where such termination occurs prior to commencement of the Exhibition, you will be obliged to pay the Total Fees and any sums outstanding as at the date of termination will be payable by you within 14 days of the date of our notice of termination; and
ii. we will be entitled to re-sell the Stand Space allocated to you to a third party;
iii. there will be no obligation on us to refund any sums paid by you pursuant to this Agreement; and
iv. if applicable, any of your property at the Exhibition will be removed by you immediately, failing which the property will be removed by us at your expense.
b. Termination or expiration of this Agreement or any part thereof will not affect the continuance in force of any provision of this Agreement or the relevant constituent part which is expressly or by implication intended to survive termination.
c. On termination of this Agreement for any reason other than an uncured material breach by Ascential, all committed unpaid Fees will become immediately due and owing in full. In addition, you will be liable for any collection costs (including without limitation legal fees and expenses, collection agency fees and expenses, court costs, collection bonds, and reasonable staff costs at standard billing rates for time spent in efforts to collect) incurred by Ascential or its agents to collect sums due and owing under an Agreement.
a. You must ensure that you have in place adequate insurance cover with a reputable insurer in respect of your participation at the Exhibition. You will ensure that you have such insurance policy in place at least thirty (30) days prior to the Exhibition. You will provide us with written evidence of such insurance policy on demand.
b. In the event that you fail to provide evidence of satisfactory insurance arrangements or fail to enter into an insurance policy in accordance with clause 15(a) at least thirty (30) days prior to the Exhibition, your failure will be deemed a material breach of this Agreement and we will be entitled to terminate these Stand Space Terms forthwith and re-allocate the Stand Space to a third party.
16. How we may use your personal Information
17. Anti-Bribery and Sanctions
a. You warrant that you will:
i. comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
ii. put in place, comply with and maintain codes of conduct and anti-bribery and anti-corruption policies as are appropriate to meet your statutory responsibilities in this regard; and
iii. promptly notify us of any request or demand for any undue financial or other advantage of any kind received by or on behalf of you in connection with this Agreement.
b. Ascential is part of an enlarged corporate group which pledges to trade legally and respect all laws including the Trade Sanctions imposed by EU and US Governments. We operate a Group Sanctions Policy which means that Ascential cannot accept subscriptions or other orders from individuals or organisations based or residing in, or connected with, a country or organisation which is subject to EU or US Government sanctions. Ascential reserves the right to refuse to accept an order from any such person or organisation.
c. Notwithstanding anything else in this Agreement, breach by you of the foregoing Anti-Bribery and Sanctions provisions will be deemed a material breach of this Agreement.
a. The documents comprising this Agreement (together with any documents referred to therein or required to be entered into thereunder) contain the entire agreement and understanding between us and supersede all prior agreements, understandings or arrangements (both written and oral) relating to the subject matter of this Agreement and any such document.
b. The Agreement will apply to the exclusion of all other terms and conditions (including any which you purport to apply under any purchase order, confirmation of order, specification or other document).
c. Where and to the extent that you are entering into this Agreement on behalf of an organisation, you represent and warrant that you have the authority to bind such organisation. Any person who has access to any of the products or services which you procure from Ascential, by virtue of being designated by you as an individual user of the same, similarly agrees to be bound by the terms of this Agreement.
d. Notices required under this Agreement will be sent by email to the relevant party’s address on the Order Form or as otherwise agreed in writing for such purpose. Notice by email is deemed effective three hours from transmission. Ascential may also give notice to you via its website and such notice is deemed effective at the time at which it appears on the relevant website.
e. You acknowledge and agree that communication with us may be electronic. We may contact you by email or provide you with information by posting on our main website or one of our brand’s websites. You agree to this electronic means of communication and you acknowledge that any communications that we send to you electronically comply with any legal or contractual requirement that such communication be made in writing.
f. You may not assign, sub-license, subcontract or otherwise transfer to any third party (including any company within your corporate group, if applicable) any of your rights or obligations under this Agreement. We may assign, sub-license, subcontract or otherwise transfer to any third party (including any Ascential Group company) any of our rights or obligations under this Agreement at any time and without notice.
g. In the event that any provision of this Agreement is held to be invalid or unenforceable, that portion shall be construed in a manner consistent with the applicable law to reflect, as nearly as possible, the original intentions of the parties, the remainder of this Agreement will remain valid and enforceable.
h. The official version of this Agreement is in the English language. Any translations of this Agreement are provided merely for convenience and will not be legally binding. In the event of any conflict between the English language version and any translations, the English version will prevail.
i. Where this Agreement uses the words ‘include’ and ‘including’, these are illustrative and not limiting.
j. This Agreement will not create, nor will it be construed as creating, any partnership or agency relationship between the parties.
19. Choice of Law
a. This Agreement will be governed by and construed in accordance with English law and the courts of England will have exclusive jurisdiction to settle any disputes arising out of or in connection with this Agreement.
b. This choice of law and jurisdiction does not prevent either party from seeking injunctive relief in any appropriate jurisdiction with respect to violation of intellectual property rights.