EXHIBITOR TERMS AND CONDITIONS
The Exhibition is organised and managed by Shortlist Media Ltd (the “Organiser”), a company registered in England and Wales with registration number 06246263 and registered office at Jubilee House, 92 Lincoln Road, Peterborough, England, PE1 2SN.
These terms and conditions and the Booking Form to which they relate set out the terms on which we (i.e. Shortlist Media Ltd) grant you (i.e. the Exhibitor) the right to use the Stand Space at the Exhibition. Please read all parts of the Agreement carefully and make sure you understand it before signing. You understand that by signing the Booking Form, you agree to be bound by the terms of the Agreement.
Defined terms have the meaning given to them in the Booking Form or else within these Terms and Conditions.
STAND SPACE AGREEMENT – TERMS AND CONDITIONS
Stylist Live 2017
EXHIBITION STAND SPACE AGREEMENT – TERMS AND CONDITIONS
In this Agreement the following terms have the following meanings:
“Agreement” means the contract formed by these Terms and Conditions, the Booking Form and the Exhibitor’s Manual, and any other documents incorporated by reference.
“Exhibition” means the exhibition described in the Booking Form.
“Exhibition Date” means the day on which the Exhibition opens for business.
“Exhibitor” means the exhibitor company, firm or person submitting the Booking Form.
“Exhibitor’s Manual” means the Organiser’s manual for the Venue and the Exhibition.
“Organiser” means Shortlist Media Limited.
“Stand Space” means the stand space which is booked by the Exhibitor and which is agreed and allotted in writing by the Organiser.
“Venue” means the location where the Exhibition is proposed to be held.
2. Status of these Terms and Conditions
These Terms and Conditions form part of the Agreement between the Exhibitor and the Organiser and shall prevail over any terms put forward by the Exhibitor, unless the Organiser expressly agrees otherwise. No conduct by the Organiser shall be deemed to constitute acceptance of any terms put forward by the Exhibitor. So far as is permitted by law, terms which would otherwise be implied by statute or common law as to the Organiser’s performance shall be excluded. No employee or agent of the Organiser has authority to vary these Terms and Conditions orally and no written addition to or variation of these Terms and Conditions is binding on the Organiser unless signed on the Organiser’s behalf by a director. The Exhibitor expressly acknowledges that it has not relied on any representation made by or on behalf of the Organiser in entering this Agreement. In the event of any conflict between these Terms and Conditions and the Booking Form the relevant provision(s) in the Booking Form shall prevail. In the event of any conflict between these Terms and Conditions and the Exhibitor’s Manual the relevant provision(s) in these Terms and Conditions shall prevail. The descriptive headings to these Terms and Conditions are only for reference and do not form part of the Agreement between the parties.
3. Occupation of Stand Space
3.1 The Exhibitor must have completed and furnished the whole of its Stand Space and must man and occupy its Stand Space by the advertised opening time on the Exhibition Date. If the Exhibitor fails to do so for any reason (other than as agreed by the Organiser in writing or due to a Force Majeure event) it will be deemed to have cancelled its booking and the Organiser shall be entitled to re-allocate the Stand Space to a third party. In such event the Exhibitor shall remain obliged to pay the Total Fees in full, and any outstanding sums shall be payable by the Exhibitor within 14 days of the Exhibition Date.
3.2 The Exhibition opening hours are listed in the Exhibitor’s Manual. During these times the Stand Space must be manned by the Exhibitor’s staff and exhibits must be on display and in good order.
4. Requests for Reduction of Stand Space
The Exhibitor must notify the Organiser if the Exhibitor wishes to reduce the area of Stand Space booked. The Organiser may but is not obliged to treat the booking as cancelled if the reduction represents more than half of the original Stand Space booked, in which clause 5 will apply. Except as stated above, the Organiser will accept a request for reduction in Stand Space and the following charges will apply. If the notification is received 60 days or more before the Exhibition Date the Organiser will refund to the Exhibitor 50% of the value of the reduction in Stand Space. If the notification is received less than 60 days before the Exhibition Date there will be no refund. In accepting a reduction of Stand Space, the Organiser may select which part of the booked Stand Space is cancelled and which part remains subject to the booking.
5. Cancellation of a Booking by the Exhibitor
5.1 In the event that the Exhibitor wishes to cancel a booking and terminate this Agreement, it must send written notice of cancellation to the Organiser. On receipt of such notice the Exhibitor’s Stand Space allocation will be cancelled and the Organiser shall be entitled to reallocate the Stand Space to a third party.
5.2 If cancellation notice under clause 5.1 is received 60 days or more before the Exhibition Date the Exhibitor shall be entitled to a refund of 50% of the Total Fees (as set out on the Booking Form) which shall be payable by the Exhibitor (less any amounts already paid prior to cancellation) within 14 days of the date of the notice of cancellation. If the Exhibitor has already paid more than 50% of the Total Fees to the Organiser at the date of cancellation, the Organiser shall refund to the Exhibitor the amount it has paid in excess 50% of the Total Fees. Any such refund shall be made as soon as is reasonably practicable following receipt of the notice of cancellation. The Organiser shall be entitled to deduct from such refund any sums owed by the Exhibitor to the Organiser (or any group companies) under any related sponsorship agreement.
5.3 If a cancellation notice under clause 5.1 is received less than 60 days before the Exhibition Date no refund will be due.
5.4 Any sums outstanding at the time of cancellation shall be payable by the Exhibitor within 14 days of sending the notice of cancellation.
5.5 If the Booking Form provides for a revenue share on the Stand Space, and if the Exhibitor cancels the booking, in addition to the above cancellation provisions the Exhibitor shall pay a cancellation fee equal to £1,000 if the cancellation is received by the Organiser 60 days or more before the Exhibition Date and £2,000 is the cancellation is received less than 60 days before the Exhibition Date.
6. Alteration of the Exhibition or Stand Space and Postponement or Cancellation of the Exhibition by the Organiser
6.1 The Organiser reserves the right to alter the advertised content and/or Venue of the Exhibition at any time and without liability to the Exhibitor provided that the Exhibition, as altered, is substantially similar to the Exhibition as originally advertised. The Organiser will provide the Exhibitor with notice of any alterations as soon as is reasonably practicable.
6.2 The Organiser reserves the right to alter the layout of the Exhibition floor plan or the size or position of any Stand Space at any time and without liability to the Exhibitor provided that the provided Stand Space continues to be substantially similar to the Stand Space as originally agreed in the Booking Form. The Organiser will provide the Exhibitor with notice of any alterations as soon as is reasonably practicable. If the altered Stand Space is less than that originally booked by the Exhibitor, the Organiser will refund part of the Total Fees, calculated in proportion to the size of the reduction, within 14 days of the close of the Exhibition.
6.3 In the event that the Organiser materially alters the advertised content and/or Venue of the Exhibition, or the timing or dates of the Exhibition, or the placement of the Stand Space, it shall notify the Exhibitor and the Exhibitor shall be entitled to either: (i) cancel the booking with immediate effect (which such cancellation must be made, if made, within 2 working days of receipt of notice) in which case the Organiser shall keep any fees paid to date by the Exhibitor and credit such fees against the cost of a stand at a future exhibition held by the Organiser of the Exhibitor’s choice or (if requested by the Exhibitor) refund to the Exhibitor 100% of the Total Fees paid by the Exhibitor prior to cancellation within 14 days of such cancellation.
6.4 The Organiser’s decision regarding the location of the Exhibitor’s Stand Space is final.
6.5 Except as provided above, the Organiser shall have no liability to the Exhibitor in contract or in tort or otherwise arising out of or in respect of any cancellation or postponement of the Exhibition, or in respect of any alteration to the Stand Space or the Exhibition. The provisions in this clause 6 are the Exhibitor’s sole remedies in respect of any such events.
7. Admission and Passes
7.1 The Exhibitor shall ensure that any passes supplied to admit the Exhibitor and its staff and contractors are presented on request. If any pass is transferred or otherwise disposed of it will become immediately forfeited and no replacement pass will be issued.
7.2 The Organiser reserves the right to refuse admission to any person or persons to the Exhibition without assigning any reason, and to expel any person whose conduct or presence in the opinion of the Organiser renders such action desirable. The Organiser reserves the right to refuse admission to any company which does not display products, services or equipment which are in keeping with the principles of the Exhibition, or who have not fully paid for their stand and/or related services, or who at their sole discretion may be harmful to its commercial interests.
8. Stand Construction and Display
8.1 The Exhibitor agrees to submit to the Organiser its proposed stand design for approval at least 40 days prior to the Exhibition Date, plus any items which it may want to display in the Stand Space. The Exhibitor agrees that the Organiser is the sole arbiter of which Exhibitor’s items and displays are appropriate for the Exhibition and that the Organiser may disapprove any proposed design and/or remove or modify any of the same which the Organiser has either not previously approved or subsequently decides are inappropriate or acceptable for any reason.
8.2 The Organiser will provide schedules for building up and breaking down of the Exhibition not less than 40 days before the Exhibition Date. No article or exhibit shall be brought into the Exhibition after build up has been completed and no article or exhibit shall be removed during the Exhibition without written permission of the Organiser.
8.3 All shell scheme stands shall be constructed by the Organiser’s official stand contractors. Subject to the prior written approval of the Organiser, to be given or withheld by the Organiser at its sole discretion, the Exhibitor may appoint another recognised contractor for interior work to the shell scheme subject to the Organiser being notified of the proposed appointment in writing beforehand with full plans. Space only exhibitors are responsible for the appointment of a contractor to construct their stand and must notify the Organiser of the proposed appointment in writing beforehand with full plans. The Organiser reserves the right to disapprove of any contractor or any worker of such contractor whereupon such contractor shall not be appointed by the Exhibitor, and no liability in respect of such disapproval shall attach to the Organiser. The Organiser has the right to disapprove any proposed stand design in which case the Exhibitor must submit revised designs for approval.
8.4 The Exhibitor may not erect materials or display goods in such a manner as, in the opinion of the Organiser, obstructs the light or impedes the view or access along open spaces or gangways or occasions inconvenience or otherwise affects the displays of other exhibitors.
8.5 Helium balloons are not permitted anywhere in the Exhibition.
8.6 In the event that the Exhibitor needs additional stock to be delivered during the Exhibition open period, the Exhibitor can apply to the Organiser for permission to deliver outside of the advertised build up times.
8.7 The Organiser reserves the right to remove any materials from the Exhibitor’s Stand Space or materials being used to promote the Exhibitor at any time during the Exhibition (and to recover any costs incurred in doing so from the Exhibitor) if such materials are in the Organiser’s reasonable opinion (i) likely to be infringing the rights of a third party, or (ii) otherwise inappropriate for display, or (iii) are visible and unsightly spare stock or materials that do not form part of the display.
8.8 The Exhibitor undertakes to clear away all exhibits and to ensure all items originating from or forming part of its Stand Space are cleared away by the scheduled time indicated in the Exhibitor’s Manual and the Exhibitor shall refund to the Organiser on demand any costs incurred by the Organiser in remedying any failure by the Exhibitor to comply with this obligation.
9. Electrical Installation, Sound and Visual-Aid Equipment
9.1 All electrical installation must be undertaken by the official electrical contractor as listed in the Exhibitor’s Manual at the Exhibitor’s own cost, and the Exhibitor will be responsible for settling accounts direct with the contractor. No electrical work may be carried out without the written approval of the Organiser and no device will be permitted if, in the opinion of the Organiser, it may become a nuisance to other exhibitors or visitors.
9.2 The Exhibitor shall not use sound amplification equipment unless the sound is contained within the area of its Stand Space. The Exhibitor shall ensure that any visual aid equipment shall be sited so that intending viewers congregate within the limits of the Exhibitor’s Stand Space.
9.3 The Exhibitor shall ensure that no leads connected to any device shall be taken outside the limits of the Exhibitor’s Stand Space.
10. Audio and Visual Recordings
10.1 No photography or filming is permitted by the Exhibitor at the Exhibition without prior written permission from the Organiser (a copy of which must be held by the Exhibitor at the Exhibition and be available for inspection if necessary).
10.2 The Organiser may (but is not obliged to) photograph and/or carry out video recordings of any part of the Exhibition at any time. The Exhibitor (and any of its personnel and/or its Stand Space, signage or content) may be photographed and/or filmed and hereby consents to any such photography or filming and grants to the Organiser the right without charge to use any resulting material for the purposes of promoting the Exhibition or other Organiser exhibitions in future years.
10.3 The Organiser may supply photographs and videos so taken to the Exhibitor, in which case the Exhibitor is encouraged (and is hereby granted the right) to publish such material on social media for promotional purposes only. Any use of such materials in other advertising, marketing or promotional materials is subject to the prior written consent of the Organiser. The Exhibitor shall not use any photograph or video of the Stand Space or Exhibition that is not supplied by the Organiser expressly for use by the Exhibitor without the Organiser’s (and if applicable any relevant third party’s) prior written consent.
10.4 All intellectual property rights in the Exhibition (including any trade marks of the Organiser and any photography and/or video recordings) are acknowledged by the Exhibitor to be the sole property of the Organiser and all rights are retained by the Organiser.
11. Health and Safety
11.1 The Organiser will ensure the adequate provision of health and safety and security staff to maintain a safe environment at the Exhibition for visitors and exhibitors alike.
11.2 Save as provided above, the Exhibitor is solely responsible for the health and safety of its employees and other staff and for the safety of any visitors to its Stand Space.
11.3 Both parties agree to comply with all laws, regulations and/or by-laws of any relevant authority (government or otherwise) in force or coming into force after the date of the booking. Both parties agree to comply with all UK Health and Safety Regulations and the UK venue e-guide regulations http://www.aeo.org.uk/Content/eGuide/3_34/, which is incorporated herein by reference.
11.4 In addition, the Exhibitor shall comply with any reasonable instructions given by the Organiser (including the applicable provisions in these Terms and Conditions and the Exhibitor’s Manual) relating to any health and safety and/or fire safety matter, to the extent they do not conflict with the foregoing.
12. Dangerous Materials
The Exhibitor may not bring into the Exhibition (and shall not permit any other person to bring into the Exhibition) any explosives, detonating or fulminating compounds. Primings, fireworks, matches and similar objects can only be exhibited in the form of imitations and on condition that they contain no inflammable matter. Only goods described at the time of application may be displayed on Stand Spaces and, on request of the Organiser, the Exhibitor shall remove from the Exhibition any goods not approved by the Organiser.
13. Fire Precautions
All materials used for building, decorating or covering stands must be of non-flammable material. The Exhibitor must comply with any reasonable instruction given by the owner of the Venue, the Organiser, or the relevant authorities to avoid risk of fire. Gangways must at all times be kept free for passage and must not be littered by the Exhibitor. Lighted candles and other naked flames may only be used with the prior written consent of the Organiser and (if applicable) that of the Venue.
14. Alcohol licence
14.1 If the Exhibitor wishes to offer or consume alcohol on its Stand Space it shall be the Exhibitor’s sole responsibility to procure and pay for the necessary licence. The Organiser shall not be liable to the Exhibitor for any consequences, including but not limited to losses or wasted expenditure, arising from any failure to procure such a licence. The Exhibitor must supply a copy of the licence to the Organiser at least 30 days prior to the Exhibition date, and must keep any such licence readily available at all times and must produce it to the Organiser on demand.
14.2 The Exhibitor must ensure that no person under the age of 18 is served alcohol by any Exhibitor staff or is able to obtain alcohol from its Stand Space.
If the Exhibitor intends to supply catering to visitors and/or others at the Exhibition the Exhibitor must ensure that all staff handling food have an up-to-date Food Hygiene Certificate. All such staff must also be provided with Basic Food Handling training. Appropriate care must be taken to ensure no damage to the flooring and/or carpet is caused. The Exhibitor must keep any such qualifications and certificates readily available at all times and must produce them to the Organiser on demand.
16. Timber Products
If the Exhibitor wishes to exhibit timber products at the Exhibition it must supply the Organiser prior to booking with certification from a recognised independent certifying authority to indicate the timber products are from well-managed sources: such authorities shall include FSC, SFI, CSA, Smartwood or any other authority deemed suitable at the sole discretion of the Organiser. Failure to supply such certification shall result in refusal or cancellation of the Exhibitor’s booking. The Organiser shall not be liable to the Exhibitor for any consequences including but not limited to losses or wasted expenditure as a result of such refusal or cancellation.
17. Cosmetic, Massage and Hair Treatments
The Exhibitor is required to provide evidence that all appropriate training and licences are in place in advance of any massage, cosmetic, beauty or hairdressing treatments being carried out on visitors to the Exhibition. The Exhibitor must keep all such licences readily available at all times and must produce them to the Organiser on demand.
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 Organiser gives no warranty as to the success of the Exhibition or the business (if any) which the Exhibitor will generate from it.
19. Prohibition of Transfer
The Exhibitor may not assign, sublet or part with or share occupation of the whole or any part of its Stand Space. The Organiser may (but it is not obliged to) permit companies in the same group of companies as the Exhibitor or otherwise associated with the Exhibitor in business to be present on the Stand Space if they are listed on the application for the Stand Space at the time of booking, and the Organiser agrees thereto in writing. No cards, advertisements, displays or printed matter of any business other than the Exhibitor’s business may be exhibited or distributed on the Stand Space.
The relationship between the Organiser and the Exhibitor is a licence relationship and the Exhibitor is not entitled to exclusive possession or occupation of the Stand Space.
21.1 Nothing in this Agreement will exclude or limit either party’s liability in respect of death or personal injury caused by the negligence of such party or its agents or employees.
21.2 Although all reasonable precautions will be taken, the Organiser is not responsible for the property of the Exhibitor or any other person, or for the loss, damage or destruction by any cause of any such property unless caused by the Organiser. The Exhibitor hereby accepts liability for all acts or omissions by itself, its servants, contractors, agents and visitors and hereby indemnifies the Organiser against all liability in respect thereof and against all direct actions, suits, proceedings, claims, demands, costs and expenses whatsoever which may be taken or made against the Organiser or incurred or become payable by it arising therefrom or in respect thereof, including any claims arising out of the supply by the Exhibitor’s samples of any kind whatsoever, whether such samples are sold or given away free, and including any legal costs and disbursements paid by the Organiser on the advice of Counsel to settle any such claim.
21.3 Neither party shall have any liability to the other party for any loss of profit, loss of revenue, loss of business or loss of any anticipated savings or anticipated business or for any indirect or consequential loss suffered by the other party in relation to or arising out of this Agreement.
21.4 The Organiser shall not be liable for any loss or damage suffered by the Exhibitor in respect of any infringement by a third party of the Exhibitor’s intellectual property.
21.5 Notwithstanding anything herein contained, but subject always to clause 21.1, the liability of the Organiser to the Exhibitor hereunder or otherwise arising out of or in connection with the Exhibition, and whether in contract, in tort or otherwise, shall not exceed the Total Costs for the Stand Space actually paid by the Exhibitor hereunder.
22. Force Majeure
The Organiser shall not be liable for any loss or damage sustained by the Exhibitor as a result of the cancellation of the Exhibition due to circumstances beyond the Organiser’s reasonable control including but not limited to: strikes, industrial disputes, riots, failure for transport and utility network, malicious damage, pandemic, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, flood, fire, storm or default of suppliers or subcontractors.
The Exhibitor shall have and maintain public liability insurance providing cover of at least £2m per claim and shall provide a copy of its insurance policy to the Organiser at least seven days prior to the Exhibition Date as evidence that they are in force. The Exhibitor is advised to obtain insurance cover in respect of the cancellation of the Exhibition in the circumstances described in clause 21.
24.1 The Exhibitor agrees not to supply to any third party any information that it receives from the Organiser which has not been made available to the general public. Such information includes but is not limited to information about the Exhibition visitors, other exhibitors, and the pricing of the Stand Space.
24.2 All information supplied by the Exhibitor to the Organiser shall be used only for the performance of this Agreement, shall be kept confidential and shall be revealed to directors, officers, employees, servants and agents of each party only to the extent necessary to enable such party to fulfil its obligations and responsibilities pursuant to the contract.
25. Amendment of Terms and Conditions
The Organiser reserves the right to amend or add to any of these Terms and Conditions by notifying such change or amendment to the Exhibitor. If any such amendments or additions have or may have a material impact on the Exhibitor in the reasonable opinion of the Organiser the Exhibitor shall be entitled to terminate this Agreement and obtain a full refund of any sums paid prior to termination. The foregoing shall be the Exhibitor’s only remedy in respect of any such change.
The person or persons signing the Stand Space Application Form 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 as against the Organiser that such person or persons did not have such authority.
27. Contract Validity
The Agreement becomes valid on the date of acceptance of the booking by the Organiser.
28. Termination and Lien
28.1 Either party shall have the right to terminate this Agreement forthwith upon the happening of any of the following events:
(a) Any breach or non-observance by the other party of any of the terms and conditions of this Agreement;
(b) The other party goes into liquidation, administration or receivership or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
(c) An order is made or resolution passed for the winding-up of the other party;
and the exercise of this right shall be without prejudice to the right of the terminating party to recover all monies payable under this Agreement or any other right or remedy of the terminating party.
28.2 The Organiser shall have the right to terminate this Agreement forthwith if the Exhibitor fails to pay to the Organiser any sum of money owing under this or any other contract between the Organiser and the Exhibitor. The Organiser shall be entitled to take possession of and exercise a lien over any exhibit, fittings, machinery, tools or other goods belonging to the Exhibitor which are situated on the Stand Space or in the Venue and the Organiser shall have the right to recover its loss by sale of any such items.
28.3 In the event that the Exhibitor terminates this Agreement due to a breach of contract by the Organiser, the Organiser shall reimburse to the Exhibitor a pro rata amount of the total fees already paid by the Exhibitor to the Organiser for services not yet engaged or completed as at the date of such termination.
Any notice, consent or approval under this Agreement shall be in writing and shall be treated as properly served upon delivery to the address for service of the recipient given overleaf or such other address as may be notified by the Organiser for the purpose. Any such document sent by first class post shall be deemed to have been served forty-eight hours after posting.
30. Third Party Rights No person who is not a party to this Agreement has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any part of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from such Act. Any rescission, variation, amendment or waiver to or of this Agreement shall not require the consent or approval of any person who is not a party to this Agreement.
31. Law and Jurisdiction
This Agreement is governed by English Law and the parties hereby submit to the jurisdiction of the English Courts.