Terms and Conditions
In these Terms and Conditions the following expressions shall, unless the context otherwise requires, have the following meaning:
Additional Regulations means the regulations issued by the Hall Owner in relation to exhibitions mounted at the Halls.
Contract for Space means the binding contract relating to the acceptance by the Organiser to the application for Space by the Exhibitor in accordance with clause 3 below.
Breakdown Period means the period for removal of all Exhibits and Stands from the Halls.
Agreement means the agreement between the Exhibitor and the Organiser for the Exhibitor to occupy space at the Exhibition contained in the Contract, these Terms and Conditions and the Additional Regulations.
Exhibition means TRANSPORT SECURITY EXPO 2014 including any sectional exhibition associated with it.
Exhibitor means any person to whom space at the Exhibition shall have been allotted under the Contract and shall include all staff, employees, servants and agents of such person.
Exhibit means any article so described by the Exhibitor and permitted by the Organiser to be exhibited.
Hall Owner means the proprietor of the Halls, together with its agents, employees and workmen.
Halls means the Exhibition halls in which the Exhibition shall take place.
Build up Period means the period for the installation of all Exhibits and Stands at the Halls.
Organiser means Transec Exhibitions Ltd T/A NINETEEN EVENTS and/or others appointed by them to organise the Exhibition together with their agents, servants and workmen.
Space means the area allotted to the Exhibitor by the Organiser.
Stand means all erections on the Space.
Shell Scheme means that part of the Stand to be constructed by the appointed contractors and conforming with the specifications for its type specified in the appropriate brochure.
Elite Package means that part of the Stand to be constructed by the appointed contractors and conforming with the specifications for its type specified in the appropriate brochure.
2. DURATION OF EXHIBITION AND TIMETABLE
Details of the times and dates of:
(a) the Exhibition;
(b) the Open Hours;
(c) the Build up Period (Please note – Space Only Stands cannot be constructed if plans have not been submitted and approved by the Organiser within the timetable set in the Exhibitor Manual); and
(d) the Break down Period is or will be as stipulated by the Organiser in the Exhibition Manual or otherwise.
3. CONTRACT FOR SPACE
Applications for Space must be made on the Organiser’s official Space application form which is provided by the Organiser at the time of booking. The Organiser may at its sole discretion accept applications by other means. In any event, these Terms and Conditions shall apply to all applications for Space. The Organiser reserves the right to accept or reject any application for Space from any potential Exhibitor, whether or not the application has been made on the Organiser’s standard form and whether or not all or part of the payment for Space has been made. Until the completed space application form has been received and accepted by the Organiser, the Organiser has the right without giving notice to the Exhibitor to reallocate the stand space to another exhibitor and the booking will be null and void. Upon acceptance of the space application form by the Organiser there shall be a contract between the Organiser and the Exhibitor to which these terms & conditions shall apply. There is no automatic right for an Exhibitor to participate in any subsequent exhibition. Signatory on Contract for Space means the person or persons signing the exhibition space contract on behalf of the Exhibitor shall be deemed to have full authority to do so on behalf of the Exhibitor and the Exhibitor shall have no right to claim against the Organiser that such person or persons did not have such authority.
4. OCCUPATION OF STAND
Subject to the rights of the Organiser in this Agreement, the Exhibitor shall have a licence to occupy the Space for the purpose of displaying Exhibits and other articles, items and materials within the scope of the Exhibition for the duration of the Exhibition. The Exhibitor shall install its Exhibits, articles, items, materials and Stands during the Build up Period and remove its Exhibits, articles, items, materials and Stands during the Break down Period. The Organiser and the Hall Owner shall be permitted to have access to the Stand at all times.
The Exhibitor shall pay the Organiser in accordance with the payment details set out in the Contract for Space. The Organiser reserves the right to refuse to let the Exhibitor occupy the Space if the Organiser has not received cleared funds of all payments due from the Exhibitor before the due dates. Unless otherwise stated, all sums stated are exclusive of VAT, which (if applicable) the Exhibitor shall pay to the Organiser in addition. The Exhibitor shall pay all other sums due to the Organiser within 30 days of the date of the Organiser’s invoice for each sum. In consideration of the exhibitor entering into the Contract with the Organiser in accordance with the provisions of section 3 the Exhibitor agrees to hold all its (or its agents) Exhibits, fittings, machinery, tools or other goods to the order of the Organiser pending receipt by the Organiser of all sums due and owing to the Organiser by the Exhibitor. If the Exhibitor pays the Organiser by credit card, an administration charge of 2% (inclusive of VAT) shall be added to payment, which the Exhibitor shall pay in addition. All Exhibitors who are not domiciled in the United Kingdom shall make all payments by credit card, bank transfer or by sterling cheque or bank draft drawn on a bank in the United Kingdom. If there is any payment still due to the Organiser less than fourteen days before the opening of the Exhibition, the Exhibitor shall pay the Organiser by bank transfer or credit card. The Organiser reserves the right to refuse cheque payments. The Exhibitor shall not be entitled to withhold any payment in whole or in part on the ground that it has a claim, counterclaim or set-off against the Organiser.
If the Client fails to pay NINETEEN Events any sum due pursuant to this Agreement then the Client will be liable to pay NINETEEN Events interest to on such sum from the due date of payment at the annual rate of 2% above the base rate from time to time of National Westminster Bank Plc, accruing on a daily basis until payment is made, whether before or after any judgment NINETEEN Events reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
6. CANCELLATION BY EXHIBITOR
(a) In the event that the Exhibitor:
(i) requests that it cancels its Space booking after acceptance by the Organiser; or
(ii) fails to meet any of the payment obligations (whether as to the amounts due or dates of payment) detailed in the Contract For Space; or
(iii) fails to occupy the Space allotted to it by the opening time on the first day of the Exhibition.
THEN the Organiser reserves the right (but without being obliged to do so) to treat the Contract For Space as being cancelled and apply the following cancellation charges and to re-allocate the Space booked to another Exhibitor:
CANCELLATION OCCURRING: CANCELLATION CHARGE
On or before 14th November 2013 = 0% of total charge
After 14th November 2013 but on or before 1st May 2014 = 30% of total charge
After 1st May 2014 but on or before 1st September 2014 = 65% of total charge
After 1st September 2014 = 100% of total charge
(b) If the Exhibitor wishes to cancel the Contract For Space, then written notice of such wish must be forwarded to and received by the Organiser by recorded delivery post by not later than the dates referred to in the table above.
(c) The Organiser shall not be obliged to accept Exhibitor’s request to cancel the booking for Space
(d) Notwithstanding that the Organiser may re-sell or re-allocate the cancelled Space after cancellation by the Exhibitor, the Organiser shall be under no obligation to re-imburse all or any part of the cancellation charge.
(b) The Exhibitor shall fully and promptly indemnify the Organiser against all expenses, costs, claims, losses, liabilities, charges, and damages which the Organiser may suffer or incur as a result (direct or indirect) of the cancellation of the Contract For Space by the Exhibitor including, without limitation, where the Space or Stand is dressed or altered in any way in order to maintain and orderly and visually pleasing Exhibition.
7. REDUCTION OF SPACE
Where an Exhibitor requests the reduction in the size of its Space booking after acceptance by the Organiser of the Exhibitor’s application for Space, then the Exhibitor must forward such request to the Organiser by recorded delivery post. The Organiser reserves the right to apply the scale of cancellation charges set out in clause 6 above to the total cost according to the amount by which the original Stand area is reduced. The Organiser may re-sell or re-allocate the space in question, but the Organiser shall be under no obligation to re-imburse all or any part of the charge for reduction in Space. There shall be no obligation on the Organiser to accept the request for reduction of Space by the Exhibitor. The Organiser further reserves the right to resell or re-allocate such space for its own benefit.
8. GENERAL OBLIGATIONS OF THE EXHIBITOR
I) The Exhibitor shall:
(a) occupy the Stand and the Space, complete any necessary stand fitting works (see section 14), ensure the Stand is appropriately dressed and maintained and that all Exhibits are in position no later than the end of the Build up Period.
(b) keep the Stand appropriately dressed and maintained and all Exhibits open to view and the Stand adequately staffed continuously during the opening hours of the Exhibition and not dismantle the stand before the end of the Exhibition.
(c) remove all Exhibits, fittings, rubbish and other items from the Halls by no later the end of the Break down Period.
(d) not sell, give away or distribute or permit to be sold, given away or otherwise distributed from the Stand or any other part of the Halls, any articles of food, drink or tobacco other than those supplied by the Hall Owner, or its appointed catering contractor, or unless agreed by the Organiser.
(e) not do, cause, permit or suffer to be done anything which shall in the opinion of the Organiser constitute a nuisance or which may be an infringement of or contravene any license held by the Organiser or the Hall Owner, or its appointed catering contractor and (without limitation) the Exhibitor shall ensure that sound levels emitted from the Stand shall not exceed those levels which in the opinion of the Organiser would cause disturbance to other Exhibitors or which would breach any laws, bye-laws or any other rule or regulation.
(f) not do, cause, permit or suffer to be done anything which may occasion damage, disfigurement or injury of any kind to the Halls or to the person or property of the Organiser, Owner or any other Exhibitor or any visitor.
(g) conduct business and distribute literature only from the Stand and no other part of the Halls and not take away buyers from the Halls to other business premises.
(h) not sell off the stand. This is a trade-only exhibition and members of the public will not be admitted.
II) Only items which are in the Organisers opinion within the scope of the Exhibition may be exhibited at the Exhibition or otherwise be displayed or made available from the Stand, Goods, cards, advertisements or photographs of persons who are not Exhibitors may not be displayed.
III) The Organiser shall appoint an official contactor for electrical work on all Exhibition Space. The Exhibitor shall be responsible for settling all accounts directly with such contractor.
IV) The Exhibitor acknowledges that the Organiser has appointed official stand contractors. Where directed by the Organiser the exhibitor must use these permitted.
V) The Exhibitor shall insure with a reputable insurance company for its liability under this Agreement. Without limiting its obligation to take out insurance cover for such risks as it shall consider appropriate, the Exhibitor shall take out adequate insurance in respect of matters set out in clauses 6, 8, 10 and 12 including (without limitation) public liability insurance for loss damage or injury caused by the Exhibitor's neglect or default.
9. POWERS AND DISCRETION OF THE ORGANISER
The Organiser shall be entitled to:
(a) allocate to the Exhibitor a space other than the Space for which the Exhibitor has applied;
(b) change the Space end Stand allocated to the Exhibitor at any time before the Exhibitor takes possession of the Space and Stand and if such changed area of such Space and Stand is smaller than the area specified in the application for Space, the Organiser shall make a refund to the Exhibitor pro-rata to the amount of the area reduced.
(c) alter the position or layout of the Exhibition, features, catering areas, etc and any stands including the Stand and Space;
(d) refuse any person admission to the Exhibition or remove from the Exhibition any person whose presence in the opinion of the Organiser is or is likely to be undesirable and the Organiser may exercise such rights notwithstanding that any person is the servant or agent of the Exhibitor or
Otherwise in any way connected or associated with the Exhibitor;
(e) remove from the Stand or the Halls at the risk and expense of the Exhibitor any Exhibit, fitting or machinery or other items to which the Organiser has an objection or which the Exhibitor fails to remove in accordance with or which do not comply with these terms and conditions.
(f) alter the venue, dates, opening hours, dates and duration of the building period, dates and duration of breakdown period and the total duration of the event.
(g) change or vary these regulations at any time, or permit exceptions in special circumstances.
10. EXHIBITORS' LIABILITY FOR LOSS AND DAMAGE AND INDEMNITY
All Exhibits, fittings and all other items brought into the Exhibition by the Exhibitor or the agents, contactors or other invitees of the Exhibitor shall be the sole responsibility of and at the sole risk of the Exhibitor. The Organiser shall not be responsible for any loss or damage to such Exhibits, fittings or items however caused. The Exhibitor indemnify and keep indemnified the Organiser against all loss, damages, costs, charges and expenses (including contingent or consequential loss of profit) whatsoever arising from or in consequence of:
(a) any breach by the Exhibitor of any of the terms and conditions of the Agreement; or
(b) any loss suffered by the Organiser as a result of default or negligence of the Exhibitor or any of its agents, subcontractors, invitees or employees or
(c) any liability to or claim by any third party (including the employees, contractors. agents and invitees of the Exhibitor) arising from the default or negligence of the Exhibitor or any breach by the Exhibitor of the terms and conditions of the Agreement.
The Exhibitor is responsible for and will indemnify and keep indemnified the Organiser against all injury loss or damage arising in connection with the erection, use and dismantling of the Stand and anything done on or from the Stand caused directly or indirectly by the Exhibitor or any contactor, subcontractor, servant, agent or invitee of the Exhibitor or visitor to the Stand or by any exhibit or machinery or other item belonging to or introduced by any such person.
11. LIMITATION OF OFGANISER'S LIABILITY
(a) The Organiser shall organise and promote the Exhibition in such manner as it considers appropriate and reserves the right at any time to amend or vary the manner or methods of such organisation and promotion, notwithstanding any previous statements as to Strategy, any such statements not amounting to any representation or warranty.
(b) The Exhibitor acknowledges that the Organiser shall not be held responsible for the failure of all or any other contracted exhibitors to attend the exhibition or the failure of any number of attendees to attend the Exhibition for any reason beyond the reasonable control of the Organiser. The name of any exhibitor which may appear on any floorplan or stand number or any statement made by or on behalf of the Organiser that any exhibitor is booked to attend any Exhibition provisionally or otherwise shall not constitute any warranty, representation or undertaking by the Organiser that any such exhibitor shall attend any Exhibition or attend any particular location. Any application for space shall not be conditional on the presence or location of any other exhibitors at the same or any other Exhibition.
(c) The Organiser will use all reasonable endeavors to ensure that the supply of services provided for the Exhibition (further details to be provided in the Exhibitor manual) but shall not incur any liability to the exhibitors if any service fails or is not available. The Exhibitor agrees that the Organiser and all bodies or authorities whose rules impact upon the Exhibition in any way and those authorised by any of them have the right at any time to enter the exhibition premises and execute works, repairs and for other purposes. [No compensation will be payable to the Exhibitor for damage, loss or inconvenience so caused.
(d) The Organiser and the Hall Owner shall not be responsible for death or personal injury to the Exhibitor or employees, agents, contractors or other invitees of the Exhibitor save as a result of the Organiser or the Hall Owners negligence. Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of the Exhibitor, the Organiser or the Hall Owner or their servants, agents or employees.
(e) The Organiser and the Hall Owner shall not in any event be liable for any;
(f) indirect or consequential losses, damage, costs or expenses:
(ii) loss of profit;
(iii) loss of revenue or
(iv) loss of goodwill.
(g) The Organiser and the Hall Owner shall not be liable for any claim made by the Exhibitor more than two (2) years after the event or in this case of a series of events, the first such event which gives rise to such claim.
(h) Except as set out in this Agreement, the Organiser excludes all conditions, terms, representations (other than fraudulent or negligent representations) and warranties relating to services provided in respect of the Exhibition, whether imposed by statute or by operation of law or otherwise, that are not expressly stated herein, including without limitation, the implied warranties of satisfactory quality and fitness for or a particular purpose.
(i) Each provision of this clause 11 excluding or limiting liability shall be construed separately applying and surviving even if for any reason one or other of these provisions is held inapplicable or unenforceable in any circumstances and shall remain in force notwithstanding the expiry or termination of this Agreement.
12. EXHIBITOR INSURANCE
Without limiting its obligation to take out insurance cover for such risks as it shall consider appropriate the Exhibitor shall take out adequate insurance in respect of matters set out in section 13a, 13b and 13c including (without limitation) public liability insurance for loss, damage or injury caused by the Exhibitors neglect or default.
Any person, company or organisation exhibiting during the course of the Expo is required to have in force their own Public Liability insurance, with a reputable insurer and a limit of indemnity of not less than GBP 2,000,000 any one occurrence. We reserve the right to exclude any person, company or organisation from such activities if satisfactory evidence of insurance is not provided in advance of the Exhibition.
13. CANCELLATION OR POSTPONEMENT BY ORGANISER/FORCE MAJEURE
If at the absolute discretion of the Organiser, the Halls become unfit or unavailable for occupancy or it becomes impossible or impractical to hold the Exhibition for reasons beyond the control of the Organiser including (without limitation) fire, flood, storm, government intervention, malicious damage, acts of war, acts of terrorism, acts of God, strikes, riots or any other cause, the Organiser reserves the right (but shall not be obliged):
(a) to change the location and/or date of the Exhibition;
(b) to curtail the Exhibition;
(c) to reduce the Installation Period, Open Period or Dismantling Period; or
(d) to cancel the Exhibition.
In the circumstances specified in paragraphs a, b and c of this section the parties agree and acknowledge that the Organiser shall not have any liability to the Exhibitor for refunds, additional expenses or charges or to make payment for any other loss or damage suffered by the Exhibitor.
lf the Exhibition is cancelled in accordance with paragraph d of this section the Exhibitor agrees to accept in complete settlement and discharge of all claims against the Organiser a pro-rata share of the total amount paid by all exhibitors at the Exhibition, less all costs and expenses incurred by the
Organiser in connection with the Exhibition including a reserve, established at the sole discretion of the Organiser, for future claims and expenses in connection with the Exhibition. In the event that the Exhibition is cancelled by the Organiser for any other commercial reason including (without limitation) the lack of support for the Exhibition the Organiser will refund to the Exhibitor all charges paid by the Exhibitor to the Organiser and the Exhibitor agrees and acknowledges that he will have no further claim whatsoever against the Organiser in respect of such cancelation.
If by rearranging the venue, the period of the Exhibition, the size or location of the stands, postponing the Exhibition or by doing any other reasonable thing the Exhibition can be held, the contract for space shall be binding save that it shall be deemed to be varied to allow for the necessary change in venue, dates or period of the Exhibition, stand size, location or otherwise.
14. ADDITIONAL REGULATIONS AND FIRE PRECAUTIONS
No naked flames or smoldering products are allowed within the exhibition without prior agreement of the fire officer. The Exhibitor must comply with all statutory local and other regulations or requirements and bye-laws which affect or apply to the Exhibition or the Halls and in particular any fire regulations. All materials used on the Stand must be non-flammable. The Exhibitor must comply with and observe the Additional Regulations and Stand Fitting Regulations copies of which are available from the Organiser and all other instructions and regulations laid down by the Hall Owner and the Local Authority from time to time.
15. TERMINATION AND WITHDRAWAL
Any waiver given by the Organiser in relation to any condition will only be effective if given in writing and will only be valid on that occasion. In addition to any other rights remedies the Organiser may have, the Organiser reserves the right to terminate the contract with the Exhibitor immediately in the following circumstances:
(a) where the Exhibitor has failed to meet any of its payment obligations detailed on the application form
(b) where the Exhibitor has committed a (serious) breach of (any of) its obligations under the Terms & Conditions
(c) where the Exhibitor goes into voluntary or involuntary liquidation, becomes insolvent, or enters into any compromise or arrangement with its creditors or
(d) where a receiver, administrator or administrative receiver is appointed over the whole or any part of the Exhibitor’s business.
In the event of termination of the contract:
(a) the provisions set out above in relation to cancellation shall apply
(b) the Exhibitor will be liable to reimburse the Organiser to re-enter upon the allotted space, to remove and exclude the Exhibitor and persons there from;
(c) and any Exhibitor or property of the Exhibitor or under the control of the Exhibitor or under the control of the Exhibitor within the Exhibition premises may be required to be removed by the Exhibitor by a time stipulated by the Organiser or, if considered necessary by the Organiser, it may remove and dispatch the Exhibits and property (at the exhibitor’s cost and expense) to the Exhibitor’s address shown on the application form.
16. EXHIBITOR MANUAL
The Organiser shall provide to the Exhibitor and all other Exhibitors an Exhibitor Manual before the Opening Day which inter alia contains specific regulations with regard to the manner and conduct of the Exhibition. The Exhibitor agrees to abide by any relevant provisions contained in that Manual.
17. ASSIGNMENT AND SUBCONTRACTING
The Exhibitor shall not assign, sublet, transfer or charge or purport to assign, sublet, transfer or charge in whole or in part this Agreement or any of its rights, liabilities or obligations under this Agreement without the prior written consent of the Organiser. The Organiser reserves the right to assign it rights, liabilities or obligations under this Agreement either in whole or in part to any other person, firm or company. The Organiser shall give notice to the Exhibitor or any such assignment. This Agreement shall be binding upon and shall benefit the successors and assigns of the Organiser and (where the Organisers written consent is given) the successors and assigns of the Exhibitor.
If at any time one or more provisions contained in the Agreement is or becomes invalid, illegal or unenforceable in any respect this shall not affect the validity, legality or enforceability of the remaining provisions which shall remain in full force and effect.
19. APPLICABLE LAW
The validity construction and performance of the Agreement shall be governed by English Law and shall be subject to the non-exclusive jurisdiction of the English Courts.