1. TERMS OF REFERENCE
In these Terms and Conditions, the following definitions shall apply:
“Application Form” means a form that the company with an intention to be an Exhibitor, should fill in and submit to the Organizers.
“Contract” means the contract established between the Exhibitor and the Organizers after the Organizers accepted the Exhibitor’s offer to participate in the Exhibition, according to the Application Form and upon these Terms and Conditions.
“Exhibition” means the exhibition stated on the Application Form.
“Exhibition Centre” means the centre named in the Application Form or such other venue as may be selected by the Organizers under clause 3.
“Exhibition Centre Operator” means the owner / proprietor / operator / manager for the period of being of the Exhibition Centre.
“Exhibition Space” means any space in the Exhibition Centre licensed to the Exhibitor by the Organizers for the purpose of the Exhibition under these Terms and Conditions.
“Exhibition’s Official Directory” means the official directory of the Exhibition published by the Organizers or an associated company.
“Exhibitor” means a person referred to as such in the Application Form, as well as all the employees, the agents the permitted sub-licensees of this person.
“Fees” mean the amount payable for the use of the Exhibition Space (as specified in the Application Form).
“Organizers” mean person or persons named as the organizer(s) of the Exhibition on the Application Form or website:
“Representatives” mean employees, servants, agents, contractors, subcontractors and all other representatives of the Exhibitor.
“Rules and Regulations” mean rules and regulations determined by the Organizers for the period of the Exhibition and applicable to Exhibitors.
2. APPLICATION FOR PARTICIPATION
All applications for participation should be made on the Application Form which should be submitted to the Organizers for approval. The Organizers reserve the right to accept or refuse any application without providing an explanation. If the Organizers accept an Application for Participation otherwise than on the Application Form, such acceptance shall nevertheless be upon and subject to these Terms and Conditions, but if required by the Organizers, the Exhibitor should still complete and submit the Application Form.
The Exhibitor shall cooperate with the Organizers providing any reasonable information that might be required. If the Exhibitor cancels participation or decides to reduce the Exhibition space allocated to this Exhibitor, no refund shall be granted. Acceptance of any payment made by an Exhibitor does not mean that the application is successful, unless and until the booth location has been assigned.
3. LICENSING AND ALLOCATION OF STAND SPACE
The Exhibition Space is licensed to the exhibitor as well as to the Organizers and any of its authorized bodies. The Exhibitor is prohibited to sub-license the allocated Exhibition Space, either wholly or in part, or otherwise part with or share possession of all or any part of the Exhibition Space without a prior written consent of the Organizers. The Exhibitor shall ensure that any such authorized sub-licensees comply with this Contract and shall be responsible for any default of such sub-licensees and indemnify the Organizers in accordance with clause 10. The Organizers reserve the right to cancel the participation and license immediately, if unauthorized booth sub-letting occurs and the Exhibitor shall not be entitled to any refund.
Any Exhibitor who wishes to use a company name on its Exhibition stand that is different to one stated on the Application Form, must submit notice of this change to the Organizers at least one months prior to the beginning of the Exhibition.
The Organizers may allocate the Exhibition Space in any manner as they deem fit, but may take into account such factors as the order of applications received and the nature of the Exhibitor’s business.
The Organizers reserve the right at their sole discretion to change the location of or venue for the Exhibition as well as its opening hours, term or duration, date or dates when the Exhibition is to be held, provided that the revised dates are within 2 months of the dates set out in the Application Form. The same terms apply if the Organizers decide to change the Exhibition Space allocated to the Exhibitor, to alter the size and dimensions of the Exhibition Space from that for which application is made in the Application Form, to change or close entrances and exits and access to the venue, Exhibition and / or Exhibition Space or undertake any kind of alterations to the Exhibition Space whatsoever.
If the Organizers change the location or venue of the Exhibition or date or dates when the Exhibition is to be held, the Organizers shall provide the Exhibitor with notice of that change as soon as practicable.
Exhibits and displays should not exceed the height of the stand walls unless written permission has been received from the Organizers. It is recommended that all design proposals are first submitted to the Organizers for approval.
The Organizers reserve the right at any time to order the alteration or removal of any stand which differs from the approved specifications or which does not conform to the Rules and Regulations. The costs of such alteration and removal shall be entirely borne by the Exhibitor and any sums of money which may have been paid by the Exhibitors for rent and charges shall not be refunded. If any such alterations or removals are not made within the time required by the Organizers then the Organizers may undertake the same at the risk and cost of the Exhibitors, and the Exhibitors shall reimburse all costs and expenses incurred in relation thereto by the Exhibitors on demand.
The Exhibitor shall not store or permit to be stored any dangerous goods (at determined at the Organizer’s discretion) in the Exhibition Space.
Advertising literature should be distributed from the Exhibitor’s own stand(s) only. No business activity shall be conducted by the Exhibitor and / or his staff outside the allocated booth area. No advertising or canvassing for business may take place anywhere else in the Exhibition Hall.
The Organizers reserve the right to remove at the Exhibitor’s expense and risk any exhibits or publicity material not produced by the Exhibitor or its associated companies which are not specified in the Application Form, as well as any exhibits in respect of which the Exhibitor has not obtained the required customs clearances, regulatory approvals or licenses. If the Organizers discover the Exhibitor non complying with any applicable law or regulation (including without limitation any customs, import and export related laws and regulations), the may report to the relevant authorities and assist them with the enforcement of such laws and regulations. The Exhibitor shall fully indemnify the Organizers for any loss, cost, expense, liabilities incurred by the Organizers arising from or in connection with the Exhibitor’s such non-compliance.
The Exhibitor shall not exhibit at the Exhibition any counterfeit goods or any goods which infringe any third party’s intellectual property rights (“Infringing Goods”) or any goods which are prohibited or restricted by local laws or regulations (“Prohibited Goods”). The Organizers shall have the right, without recourse, to physically remove any goods which are deemed to be Infringing Goods, Prohibited Goods, to cancel the Exhibitor’s right of participation and / or to close the Exhibitor’s exhibition stand; in this case the Exhibitor shall have no financial or other claim against the Organizers.
The Exhibitor agrees to indemnify and hold harmless the Organizers on demand against all claims, liabilities, losses, suits, proceedings, damages, judgments, expenses, costs (including legal fees) and charges of any kind howsoever incurred by or on behalf of or made against the Organizers arising out of the Exhibition of any Infringing Goods or Prohibited Goods by the Exhibitor, or acts by third parties as a consequence thereof.
When the Exhibition is finished, or in case of sooner termination of this Contract, the Exhibitor has to make sure that all his exhibits are removed and cleared from the Exhibition Space and vacant possession of the Exhibition Space shall be delivered to the Organizers in as good and clean order and condition as it was when initially licensed to the Exhibitor.
Any item that remain after the last day designated by the Organizers for the load out, shall be considered abandoned and may be sold or otherwise disposed of by the Organizers at the Exhibitor’s expense. No property may be removed from the Exhibition before the Exhibition ends.
5. TERMS OF PAYMENT
Payment of the Fees by the date(s) stipulated in this Contract is of the essence to participation by the Exhibitor in the Exhibition.
If any amounts payable under this Contract are not paid to the Organizers by their due date for payment (whether Fees or otherwise), then the Organizers shall be entitled to apply the extra surcharge of 0.2% of the fee amount per day of delay
6. CONDUCT IN THE EXHIBITION CENTRE
During the term of the Exhibition and for as long as the Exhibitor or any of its Representatives are in the Exhibition Centre in connection with the Exhibition, the Exhibitor shall be responsible for the good conduct of its Representatives who shall be bound by and must observe these Terms and Conditions in all respects.
Details of Exhibition hours will be notified in writing by the Organizers. During these times the Exhibitor shall ensure that: (a) the stand space is adequately staffed by the Exhibitor’s authorized personnel and/or representatives; (b) the Exhibits are all operational and/or displayed (as the case may be); and (c) Exhibitor is ready and able to conduct business.
The Exhibitor shall supply to the Organizers the name of at least one person to be its representative in connection with the installation, operation and removal of the Exhibits and shall ensure this person is available to be contacted by the Organizers at all times during the opening hours of the Exhibition and reasonably available at other times during the Exhibition period.
The Exhibitor shall be responsible and liable for obtaining appropriate consents to and licenses for its use of all intellectual property rights in any Exhibits or other materials used in connection with the Exhibition.
Exhibitors and their Representatives shall not do, or permit anything to be done, which in the reasonable opinion of the Organizers shall cause or is likely to cause a disturbance, nuisance, annoyance, inconvenience, disruption, damage, danger or risk to any person or thing, or to the health or safety thereof, or which does not conform with the general standards of the Exhibition or amounts or may amount to a breach of these Terms and Conditions or the Rules and Regulations.
The Organizers reserve the right in its absolute discretion at any time to require the Exhibitor to remove any Exhibit (whether specified on the Application Form or not) which is being displayed at the Exhibition, if the Organizers reasonably believe that such Exhibit contravenes any provision of this Contract or is otherwise potentially unlawful, harmful, disrespectful and/or may cause a nuisance to any person.
It is prohibited to the Exhibitor or its Representatives to record images of any other exhibitor’s exhibition space or exhibits in any form (“Images”) without the prior written consent of the Organizers. Such prohibition includes but is not limited to the taking of photographs, video or digital recording of any type and / or making any drawing or sketch or other physical record. The Exhibitor and its Representatives agree to provide to the Organizers on demand any material in whatever media on which Images may be recorded in violation of this rule, including but not limited to film, video records, sketchbooks, camera phones and digital storage devices.
The Exhibitor agrees to indemnify and hold the Organizers harmless against all claims, liabilities, losses, suits, proceedings, damages, judgments, expenses, costs (including legal fees) and charges of any kind howsoever incurred by or on behalf of or made against the Organizers arising out of breach of the obligations of the Exhibitor not to record Images, or any infringement of third party Intellectual Property Rights by the Exhibitor.
The Exhibitor acknowledges and agrees that the Organizer, its employees and contractors may take photographs / videos which could include images of the Exhibitor, its Representatives and its exhibits while attending the Exhibition. The Exhibitor hereby consents to and grants to the Organizer and its affiliates the unrestricted, perpetual, worldwide, royalty-free and transferable right and license to use (and grant others the right to use) the images worldwide without any compensation. The Exhibitor acknowledges that the Organizer is the sole and exclusive owner of all rights in the images and hereby waives (a) any and all rights in and to such images, and (b) any and all claims the Exhibitor and its Representatives may have relating to or arising from the images or their use.
It is prohibited to any Representative of the Exhibitor to visit or attempt to visit the exhibition space of any other exhibitor unless invited to do so by the relevant exhibitor.
The Exhibitor and its Representatives must wear the identification badges specified by the Organizers at all times in the Exhibition Centre. Persons under the age of 18 are not allowed to be booth attendants nor may they enter the Exhibition Hall during the Exhibition and the moving in periods.
The Exhibitor may not alter or in any way affect the structure or fixtures of the Exhibition Centre. The Exhibitor will pay or reimburse on demand to the Organizers the costs of making good any damage caused to the Exhibition Centre or fixtures by it and / or its Representatives.
The Organizers reserve the right to refuse admittance to the Exhibitor and / or any of the Exhibitor’s Representatives or to require the Exhibitor and / or any such Representative to leave, if in their opinion his or her behavior is in breach of these rules and regulations, any rules and regulations of the Exhibition Centre or local laws and regulations. The opinion of the Organizers is final in this regard.
The Organizers and any other person either authorized by the Organizers or having an interest in the premises shall be entitled to access at all reasonable times before, during and after the Exhibition the Exhibitor’s stand space without notice.
7. OTHER OBLIGATIONS
The Organizers and the Exhibitor grant to each other that they shall use all reasonable endeavours to ensure that all information, written, oral or in any other form, of whatever nature received by it relating to the other shall (save to the extent it is in the public domain), is treated as confidential; it should not be used or disclosed to any third party except in connection with the participation of the Exhibitor in the Exhibition under this Contract or as may be required by law, by any competent regulatory authority or by the Exhibition Centre Operator.
Notwithstanding the above, the Exhibitor agrees any of his personal data provided in relation to his actual or proposal participation in the Exhibition may be used by the Organizers in accordance with clause 12.
USE OF BRANDING:
Subject to the Exhibitor complying with the provisions of this Agreement and any branding guidelines provided in written to the Exhibitor, the Organizers hereby grant the Exhibitor a non-exclusive, non-transferable, royalty-free, revocable, worldwide license for the period of time between the date of the Contract and the end of the Exhibition, to use such branding as may be provided by the Organizers to the Exhibitor (the “Organizers’ Branding”) for use by the Exhibitor solely and strictly for the purpose of reasonably promoting, marketing and advertising its participation in the Exhibition.
Subject to the Organizers complying with the provisions of this Agreement, the Exhibitor hereby grants the Organizers a non-exclusive, non-transferable, royalty-free, revocable, worldwide license, to use such branding as may be provided by the Exhibitor to the Organizers (the “Exhibitor Branding”) for use by the Organizers solely and strictly for the purpose of promoting, marketing and advertising the Exhibition and the Exhibitor’s involvement in the Exhibition.
8. POSTPONEMENT AND CANCELLATION
In addition to the Organizers’ rights under clause 3, the Organizers may, without reason being necessary and without incurring any liability whatsoever to the Exhibitor other than provided in clause 10, cancel the Exhibition, or at their choice, indefinitely postpone or otherwise make changes to the Exhibition, if in their sole opinion:
(a) the holding of the Exhibition by the Organizers, the performance by the Organizers’ of their obligations or attendance at the Exhibition by exhibitors and / or visitors, is impossible, illegal or substantially or materially interfered with or affected, due to any cause or causes beyond the control of the Organizers including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion, civil commotion, armed hostilities, act of terrorism, revolution, blockade, embargo, strike, lock-out, sit-in, industrial or trade dispute, adverse weather, disease, risk to public health, shortage of any material, labor, transport, electricity or other supply, regulatory intervention, general advisory or recommendation of any government (including any government agency or department), regulatory authority or international agency, against travel, exhibitions and / or public gatherings, or the Exhibition Centre becomes unavailable and / or unfit for occupancy and / or use;
(b) any other circumstance, occurrence or cause that makes it in the opinion of the Organizers impossible, impractical, or undesirable for the Organizers to hold the Exhibition as initially planned.
This Contract may be terminated by the Organizers by notifying the Exhibitor in case of any of the following circumstances:
(1) the Exhibition is cancelled under clause 8;
(2) payment of Fees is not made by the Exhibitor in accordance with Clause 5;
(3) the Exhibitor is, for any reason, unable to utilize the Exhibition Space allocated to it;
(4) the Exhibitor becomes insolvent or, in any jurisdiction, is subject to any form of winding up, administration, receivership, liquidation, bankruptcy, arrangement with creditors generally or any other insolvency procedure in respect of it or any of its assets or suffers the enforcement of security or legal process or repossession;
(5) the Exhibitor is convicted of any criminal offence or otherwise conducts bringing the Exhibition or the Organizer into disrepute;
(6) the Exhibitor is in breach of any provision of this Contract, including without limitation its obligations in clauses 4 and 6 in relation to Infringing Goods, Prohibited Goods and recording of Images; or
(7) the Exhibitor is in breach of any applicable local legislation, rules or regulations, or any export and/or financial control and/or sanction under any applicable legislation, rules or regulation that affects the Exhibitor or any Representatives (including, for the avoidance of doubt, any stand sharers approved in writing by the Organizers and their Representatives).
If this Contract is terminated under any of subclauses 9(2) to 9(8) above, the Organizers are entitled forthwith to re-license the Exhibition Space; all payments made in respect of the Exhibition Space, shall be forfeited, and the Organizers shall have the right to claim for the balance of the Fees and for any loss or damage suffered or additional expenses incurred by or on behalf of the Organizers as a consequence thereof.
Upon termination of this Contract for whatever reason, any allocation of the Exhibition Space shall automatically be cancelled forthwith; in this case all of the Exhibitor’s property shall be immediately removed by the Exhibitor from the Exhibition Space, failing which such property shall be removed and the Exhibition Space cleared by the Organizers at the Exhibitor’s expense. The Organizers reserve the right to exercise a general lien over any property of the Exhibitor in the Exhibition Centre in respect of all monies, of whatsoever nature, including in respect of claims for damages, which may at any time be due or payable by the Exhibitor to the Organizers in connection with the Exhibition.
Obligations of the Exhibitor which are unperformed at termination of the Contract shall continue in force after termination.
10. LIABILITY, INDEMNITY AND REFUNDS
Participation by the Exhibitor in the Exhibition is solely at the Exhibitor’s own risk.
The Exhibitor agrees to indemnify and hold the Organizers harmless against all claims, liabilities, losses, suits, proceedings, damages, judgments, expenses, costs (including legal fees) and charges of any kind howsoever incurred by or on behalf of or made against the Organizers, its employees, agents or contractors arising out of any breach of any of this Contract or the Exhibitor’s Manual or any other default or negligence of, or any damage or loss caused by, the Exhibitor and/or any of its Representatives.
The Organizers shall not be liable for any losses (including consequential losses), damages, demands, costs, claims, charges or other expenses of any kind suffered or incurred by the Exhibitor, their Representatives or any other person arising in connection with the Exhibition including, without limitation, (a) any theft, fire, (b) use of the Security Room Service, (c) defect in the Exhibition Centre howsoever caused, (d) cancellation or early closure of, or delay in the opening or closing of, the Exhibition for whatever reason outside the control of the Organizer, (e) any types of taxes accrued or imposed by government (including any government agency or department) or regulatory authority to the Exhibitors or their Representatives, (f) any natural calamity or any act of God, howsoever arising. The Exhibitor shall be liable to any third party for, inter alia, any claims, injury or damage arising from any such event and/or from its booths The Exhibitor and/or their Representatives shall have no financial or other claim against the Organizers.
Subject as below, the Organizers accept no responsibility and shall not incur any liability to the Exhibitor or any other person for (a) any error or omission in any information relating to it, its equipment, products or services in any promotional material, information or thing provided to the Organizers or any other person by the Exhibitor, (b) any error or omission relating to it, its equipment, products or services in the Exhibition’s Official Directory or in any promotional material, information or thing produced or commissioned by the Organizers or that Exhibitor, (c) products displayed or sold by any exhibitor at the Exhibition, (d) the Organizers carrying out any of their obligations under this Contract or the Exhibitors’ Manual, or (e) any loss or damage or any indirect or consequential loss caused by or arising from any of the equipment and computer systems (inclusive of hardware and software) of and services provided by the Organizers, by any supplier to the Organizers or by the Exhibition Centre Operator failing or being defective.
In the event that the Organizers postpone, change the venue of, or otherwise make changes to the Exhibition under clause 3:
(a) the Contract shall continue to bind the parties;
(b) the Exhibitor shall not be entitled to any refund of any payments made in respect of the Exhibition Space, and shall remain liable to pay the balance of the Fees, if any;
(c) the Exhibitor shall have no claim whatsoever for compensation for loss or damage suffered or additional expenses incurred as a result of any postponement, change of venue or other change to (including any alteration in character or reduction in scale of) the Exhibition.
In the event that the Organizers cancel or permanently postpone the Exhibition under clause 8, the Exhibitor shall have no claim whatsoever for compensation for loss or damage suffered or additional expenses incurred as a result of any such cancellation of the Exhibition.
The Exhibitor acknowledges that, in light of the Fees, the above provisions of this clause are no more than is reasonable to protect the Organizers.
Neither the Organizers nor any of its respective agents shall be liable to the Exhibitor under this Contract in contract, tort (including negligence and breach of statutory duty) or otherwise for any loss of profits (whether direct or indirect), revenue, goods, use, anticipated savings, goodwill, reputation or business opportunity or for any indirect, incidental, special or consequential loss arising under this Contract (whether or not reasonably foreseeable and even if it had been advised of the other incurring the same).
The Organizers total liability in contract, tort (including negligence and breach of statutory duty) or otherwise arising in connection with this Contract shall be limited to the total Fees paid by the Exhibitor for the relevant Exhibition in connection with which such liability arises.
All warranties, conditions and other terms implied by statute are, to the fullest extent permitted by law, excluded from this Contract.
Nothing in this Contract shall have the effect of limiting or excluding the Organizers’ liability for death or personal injury caused by negligence of the Organizers, fraud or fraudulent misrepresentation or any liability to the extent it cannot be excluded or restricted by law.
11. COMPLIANCE WITH LEGISLATION
The Exhibitor must comply with all relevant legislation, rules and regulations of the country or territory where the Exhibition is held and shall be solely responsible for observing and complying with the same and for obtaining all consents, approvals, authorities, licenses and the like as may be requisite to its participation in the Exhibition.
The Organizers take individual privacy seriously. This Statement explains their policies and practices.
The Organizers respect privacy of the Exhibitor and will use their reasonable endeavours:
to implement computer, physical and procedural safeguards to reasonably protect the security and confidentiality of the personal data the Organizers collect;
to limit the personal data collected to the minimum required to provide better service;
to permit only properly trained, authorized employees to access personal data;
not to disclose the personal data to external parties unless the Exhibitor has agreed, the Organizers are required by law or any lawful request of any enforcement agencies or the Organizers have previously informed the Exhibitor.
(1) Information collection
In order to provide better service to the Exhibitor and to fulfil the purposes set out in the next paragraph, the Organizers may collect certain information when the Exhibitor registers with them or communicates with them. In the process, the Organizers may also collect personal information of individual persons of companies or their employees. As stated in the Application Form, some of the requested information is mandatory, while the other may be provided voluntarily. If specific mandatory information is requested but not supplied, the Organizers may be unable to provide the requested service.
The Exhibitor may specify if any of the collected personal data is to be treated as confidential.
The Organizers only retain personal data for so long as it is necessary for fulfilling the purposes set out in the next paragraph.
(2) Use of information
The purposes for which information may be used by the Organizers include:
processing applications for exhibiting at or visiting their trade fairs
facilitating and enhancing their operations by incorporating the personal data into their database and conducting analysis, research and auditing based on the personal data
distributing publications and research materials of their company
marketing their services or products
if necessary, facilitating legal proceedings, including collecting overdue amounts
(3) Disclosure / Transfer of Data
The Organizers will keep the personal data they hold confidential but may provide or transfer the personal data to their agents, advisers, auditors, contractors and service providers in connection with their operations or services for facilitating and enhancing their operations and conducting analysis, research and auditing based on the personal data.
The Exhibitor shall not be entitled to assign, transfer or delegate to a third party, any rights or obligations of the Exhibitor arising under this Contract.
Any notice required or permitted to be given by either party to the other under this Contract shall be in writing and may be given either personally or by courier or email transmission addressed to that other party at their registered address or such other address as notified in writing from time to time. Where given by courier such notice will be deemed to have been served three business days after posting and proof that the envelope containing the notice was properly addressed and sent prepaid shall be sufficient evidence of service. Notices given in person or by email transmission shall be deemed to be served immediately provided that in the case of email transmission no automated delivery failure response shall have been received by the sender.
The Organizers reserve the right to set off any indebtedness of the Exhibitor to the Organizers against any indebtedness of the Organizers to the Exhibitor in each case on any account whatsoever.
No waiver by the Organizers of any of the provisions of these Terms and Conditions, of any of its rights hereunder or the provisions of the Exhibitor’s Manual shall have effect unless given in writing and signed by any Director of the Organizers. The Organizers’ rights shall not be prejudiced or restricted by any concession, indulgence or forbearance extended to the Exhibitor.
No waiver by or on behalf of the Organizers of any breach or any liability for payment by the Exhibitor shall operate as a waiver of any other or subsequent breach or other liability for payment, respectively.
14. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed in accordance with the English law; the parties agree that the courts of the State of California, USA, and the Russian Federation shall have the exclusive jurisdiction to any disputes which may arise out of or in connection with this Agreement.