Body Beautiful 2019
General Exhibitor Terms & Conditions
- Please refer to section 16 for all definitions.
- SUBMITTING AN APPLICATION
2.1 At the point of submitting an Application, to the Company the Contract shall be binding and these Conditions shall come into force.
2.2 The Contract shall be governed by and construed in accordance with the laws of England and Wales and the Exhibitor submits to the exclusive jurisdiction of the English courts in relation to any dispute or claim, without affecting the right of the Company to take proceedings or enforcement action in any other jurisdiction.
2.3 Unless specifically requested in writing not to do so by the Exhibitor, from the day the Company sends a Contract Confirmation to the Exhibitor the Company may use the Exhibitor’s name, brand identity and product range in promotion of the Exhibition to other potential exhibitors and to the general public.
2.4 If there is any conflict, ambiguity or inconsistency between the documents which form the Contract, the following order of precedence will apply but the Conditions are not otherwise amended, waived or released:
2.4.1 the Application;
2.4.2 the Conditions;
3 ALLOCATION OF EXHIBITION SPACE
3.1 The Company reserves the right at any time upon notice to the Exhibitor to allot space as it sees fit and make changes to the Allotted Space (including the location and dimensions) and the Company’s decision will be final. The Company may but is not obliged to consider an Exhibitor’s preference of location within the Exhibition or any other bespoke requirements and the Company may charge the Exhibitor for any additional costs and expenses incurred by the Company in doing so.
3.2 The Exhibitor shall not assign, sub-let, transfer or share with any person, its Allotted Space without the prior written consent of the Company.
- EXHIBITOR DUTIES
4.1 The Exhibitor must comply with the terms of the Show Manual and the eGuide governing the specifics of designing, creating, building operating, engaging the public and dismantling an Allotted Space at the Exhibition including all requirements of law, regulation and codes of practice applicable to the Exhibitor in connection with the Exhibition and the Exhibitor’s related activities and ensure any equipment introduced into the Venue by the Exhibitor complies with all safety regulations and is correctly/properly used and operated in a good and safe working manner.
4.1.1 The Exhibitor or its nominated Attendees must occupy its Allotted Space by midday on the day immediately prior to the first open day of the Exhibition. Failure to do so will result in immediate cancellation/termination of the Exhibitor’s Contract and forfeiture of any payments made or due by the Exhibitor in respect thereof which will continue to be payable. In this event, the Company reserves the right to charge the Exhibitor all applicable Cancellation Charges as set out in section 17.3 and for any additional expense incurred by the Company in dressing or covering any relevant empty Allocated Space.
4.1.2 The Exhibitor or its nominated Attendees must have completed the setup of the Allotted Space by 8pm on the day immediately prior to the first open day to the satisfaction of the Company and or/or the Venue Authority.
4.1.3 The Exhibitor must promptly dismantle the Allotted Space once the Exhibition is over with all due care, skill and attention in order for the Company to return the Venue to the Venue Authority in a timely and satisfactory manner.
4.1.4 If the Exhibitor or its Attendees fails to vacate the Allotted Space within the given time frame as set out in the Show Manual, the Company reserves the right to engage its team of appointed contractors and/or the Venue Authority’s appointed contractors to assist the Exhibitor or its Attendees and any costs or fees involved will be the responsibility of the Exhibitor. Without prejudice to the other provisions of the Contract, the Company shall be entitled to charge the Exhibitor the cost/expense in respect of damage, additional cleaning, removal of goods and the like occasioned to the Venue by the Exhibitor, the Venue Authority or its agents and guests.
4.2 The Exhibitor shall not exhibit, show or otherwise promote goods of a violent, illegal or sexual nature. If unsure it is the Exhibitors obligation to seek guidance and approval from the Company. The Company reserves the right to refuse the use or display of any material the Company or the Venue Authority deem in their absolute discretion to be offensive, inappropriate or unsuitable.
4.3 Should an Exhibitor wish to exhibit/show goods on behalf of a third party at the Exhibition (for example, as a manufacturer, licensee, distributor, agent or importer) the Exhibitor will on demand from the Company produce evidence of such authorisation.
4.4 The Exhibitor and its Attendees will support and act in the best interests of the Exhibition at all times maintaining the reputation of the Exhibition and ensure its smooth running.
4.5 The Exhibitor will be responsible for the actions and omissions of its Attendees as if they were its own and shall ensure that its Attendees comply with the terms & conditions of the Exhibition. In its sole discretion the Company reserves the right to refuse admission and/or to eject from the Exhibition any Attendee.
4.6 The Exhibitor will be responsible for informing the Company of any altered contact details (primary, finance, operations) in accordance with clause 13. The Company will not be responsible for any delayed or ineffective communication including any repercussions or loss as a result of the Company not being informed by the Exhibitor within a reasonable time.
4.7 The Exhibitor, its Attendees or instructed third parties shall not undertake, any illegal or inappropriate marketing activities which may cause legal proceedings or bring the Company or the Venue Authority into disrepute.
4.8 The Exhibitor shall not advertise, make or permit any broadcasting or recording of the Exhibition without the Company’s prior written consent and subject to such terms as the Company may in its sole discretion impose.
4.9 The Exhibitor shall not bring in or permit to be brought in any intoxicants, food, drink, tobacco or refreshment of any kind for the use of visitors to the Exhibition, unless suitable permission is sought from the Company.
4.10 The Exhibitor shall comply with any applicable Venue and Venue Authority policies, procedures and rules including in relation to use of facilities including any parking arrangements.
- INTELLECTUAL PROPERTY (IP)
5.1 The Exhibitor and its Attendees shall ensure that in respect for all Exhibitor Materials, displays, processes and marketing for the Exhibitors involvement in the Exhibition, all necessary licences and consents have been obtained to ensure the rights of any third party, including any Intellectual Property Rights are not breached. Exhibitor Materials are the responsibility of the Exhibitor and its Attendees and the Company shall not be responsible or liable in any way.
5.2 Any allegations, claims or actions made between exhibitors at the Exhibition (whether relating to the infringement of any IP Rights or otherwise) shall be a matter for the relevant exhibitors to resolve.
5.3 Should the Company suffer any claim that the Exhibitor infringes the IP Rights of any person the Exhibitor shall fully and promptly indemnify the Company in respect of all costs, claims, damages, demands, liabilities and expenses (including legal or otherwise) suffered or incurred by the Company.
5.4 The Exhibitor acknowledges that should an allegation arise between an exhibitor or third party the Company may not be in a position to assess the merits of any allegations, claims or actions made. The Company will not make any assessment or offer any opinion as to whether or not any other exhibitor is infringing the IP Rights or any other rights of the Exhibitor or any third party nor to enforce any term of these Conditions or any other right of the Company against any other exhibitor or otherwise.
5.5 Should an Exhibitor allege or claim another exhibitor or associated Attendee is infringing their IP Rights and asks the Company to consider enforcing or to enforce these Conditions or part there-of against the other exhibitor or attendee, the Exhibitor shall immediately provide (if requested by the Company) in cleared funds an amount deemed suitable to cover any professional advice which the Company, in its absolute discretion, decides it should take in relation to the allegation or claim and request being made by the Exhibitor; In any event immediately reimburse and indemnify and keep indemnified the Company for any and all costs or liabilities incurred in taking said advice and immediately in full reimburse and indemnify and keep indemnified the Company and/or the Venue Authority in respect of all damages, costs, claims, demands, liabilities and expenses (including legal expenses) suffered or incurred by the Company as a result of the Company exercising or failing to exercise any term of these Conditions or any other right of the Company against the other exhibitor or attendee.
With a reputable insurance company the Exhibitor shall, in relation to its liabilities under this agreement, ensure sufficient cover including without limitation, public liability insurance and product liability insurance. All documents evidencing such cover must be available on request by the Company. £135 will be invoiced to the Exhibitor up front and refunded once suitable documents have been received and approved.
- PAYMENT TERMS
7.1 All fees are payable by the Exhibitor in accordance with these Conditions.
7.2 The Company may invoice the Exhibitor for the appropriate non-refundable deposit at any time after receipt of the Application, for the balance of the Exhibition Fees including any additional charges incurred (including, by not limited to, any relevant Cancellation Charges) by the Exhibitor or its Attendees.
7.3 The Exhibitor shall pay promptly and in full (without any deduction or withholding except as required by law) each invoice submitted by the Company in UK Sterling together with any and all bank charges, costs of currency exchange or similar charges including value added tax (VAT), within 14 days of the date of the invoice to a bank account nominated in writing by the Company; time for payment shall be of the essence of this Contract. Payment stages for Body Beautiful 2019 as follows
- 35% (non-refundable) due on allocation of space
- 35% due on or before 31st September 2018
- 30% due on or before 31st December 2018
7.4 Should an Exhibitor fail to pay or the payment is over-due to the Company for a period of 14 days or more the Company shall have the right to charge an interest rate of 1% per day of the gross invoiced amount until the date of actual payment or satisfaction of the relevant invoice and/or refuse access into the Venue for the Exhibitor and/or its Attendees. The Company reserves the right to terminate the Exhibitor’s Contract and charge any relevant Cancellation Charges due to non-payment.
7.5 The Company may, without limiting its other rights or remedies, off-set any amount owing to it by the Exhibitor against any amount payable by the Company to the Exhibitor.
8.1 in relation to clause 13 an Exhibitor is solely liable for informing the Company in the event they wish to terminate their contract prior to the Exhibition with the Company. The Company has no obligation to but reserves the right to resell any Allotted Space.
8.2 The Exhibitor shall pay all Cancellation Charges due to the Company as set out on the application form payable in accordance with section 7.3 unless such termination is due to gross negligence or default by the Company.
9.1 In its absolute discretion should the Company determine an Exhibitor and/or its Attendees are in breach of these Conditions, the Company reserves the right to terminate the Contract with immediate effect. The Company may also terminate the Contract in the case of a breach which the Exhibitor is capable of, but failed to rectify within 7 days of receipt of notice from the Company identifying the breach.
9.2 The Company may also terminate the Contract should the Exhibitor or its Attendees not adhere to (but not limited to) the following clauses 4.4, Acting in the best interests of the Exhibition and clause 7.4, Overdue payments.
9.3 Either party may terminate the Contract by written notice with immediate effect if:
9.3.1 Due to Force Majeure either party is prevented, delayed or hindered from carrying out any of its obligations under the Contract
9.3.2 The other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or, being a company or a limited liability partnership is deemed unable to pay its debts within the meaning of Section123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of doing so, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply
9.3.3 The other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
9.3.4 A petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party
9.3.5 An application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company)
9.3.6 The holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver
9.3.7 A person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party
9.3.8 The other party (being an individual) is the subject of a bankruptcy petition or order
9.3.9 A creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days
9.3.10 The other party breaches the intellectual property rights of any third party
9.3.11 The other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business
9.3.12 Any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.3.2 to clause 9.3.12 (inclusive)
9.4 Unless such termination is due to an event of Force Majeure, on termination of the Contract, all sums due to the Company (Exhibition Fees and/or any Cancellation Charges) in respect of the Exhibition shall become due and payable if not already due and payable and shall require immediate payment by the Exhibitor.
9.5 Termination of the Contract or cancellation of a Contract shall be without prejudice to any other rights and remedies that the Company may have in respect of any breach by the Exhibitor and its Attendees of its obligations under these Conditions.
10.1 Nothing in these Conditions shall limit or exclude the liability of either party for:
10.1.1 any breach of these Conditions that results from the wilful act or wilful omission of that party or its employees, agents or subcontractors
10.1.2 fraud or fraudulent misrepresentation
10.1.3 death or personal injury resulting from negligence; or
10.1.4 the indemnities contained in clauses 5.3, 5.5 and 11;
10.2 Subject to clause 10.1, the Company shall have no liability to the Exhibitor in contract, tort (including, without limitation, negligence) or for misrepresentation or breach of statutory duty or otherwise in respect of:
10.2.1 Damage, theft or loss to the Exhibitors or Attendees property of any kind brought into or left at the Venue either by the Exhibitor, its Attendees or otherwise, for its own purposes or by any other person or left or deposited with any officer or employee of the Company – unless due to the Company or its employees negligence
10.2.2 any loss or damage caused by the Venue Authority (or its employees, agents or subcontractors) or by any other exhibitor or attendee at the Exhibition;
10.2.3 any loss or damage caused by the negligent or faulty installation of any Exhibition fittings notwithstanding any checks or inspections that that Company may have carried out;
10.2.4 any loss of profit, loss of goodwill, loss of business, loss of business opportunity, loss of anticipated saving; special, indirect or consequential damage or loss suffered by the Exhibitor that arises under or in connection with the Contract and/or the Exhibition;
10.2.5 any liability arising by reason of an event of Force Majeure;
10.2.6 any loss or damage including, any loss of Exhibition Fees, of goodwill, of business, of business opportunity, of profit, of anticipated saving; special, indirect or consequential damage or loss suffered by the Exhibitor resulting from the exercise of, or the failure to exercise, any right of the Company to:
10.2.6.1 require the Exhibitor and/or its Attendees or any other exhibitor or third party to vacate the Venue;
10.2.6.2 refuse entry and/or to withdraw the right of the Exhibitor or any other exhibitor to exhibit at the Exhibition;
10.2.6.3 require the Exhibitor or any other exhibitor to remove any Exhibitor Materials, display, advertisement or other material.
10.3 Subject to clauses 10.1 and 10.2, the Company’s liability for any loss, claim, damage, expense or cost suffered by the Exhibitor, as a result of the Company’s breach of contract, negligence, misrepresentation, breach of statutory duty or otherwise shall be limited in aggregate to a sum equal to the total Exhibition Fees paid by the Exhibitor and received by the Company.
10.4 Save as expressly stated in these Conditions, all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
10.5 The Company gives no warranty that the Venue is legally or physically fit for any specific purpose. The Exhibitor must satisfy itself that as regards the facilities and services available at the Venue and acknowledges that the Company shall not be responsible for the inadequacy of such facilities, services or specification.
10.6 The Company cannot guarantee and shall not be held responsible for the number of visitors attending the Exhibition, or specific Exhibitors at the Exhibition.
11.1 Unless any damages, costs, claims, demands, liabilities and expenses are due to the Company’s gross negligence or wilful misconduct, the Exhibitor shall promptly indemnify the Company in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Exhibitor arising out of or in connection with but not limited to 11.1.1 insufficient or inappropriate insurance – in accordance with clause 6;
11.1.2 personal loss or injury sustained by a company or person as a result of any act or omission of the Exhibitor or its Attendees;
11.1.3 any marketing activity carried out by the Exhibitor or any third party engaged, instructed, retained by or otherwise acting on its behalf;
11.1.4 any breach of these Conditions by the Exhibitor or its Attendees, including (without limitation) clauses 4 (Exhibitor Duties), and clause 5 (Intellectual Property).
- FORCE MAJEURE (FM)
12.1 Neither party is responsible for any failure to perform its obligations under this contract if it is prevented or delayed in performing those obligations by an event of Force Majeure.
12.2 in the event of Force Majeure the party prevented from or delayed in performing its obligations under these Conditions must immediately, in conjunction with clause 13, notify the other party, detailing the situation and must use all reasonable efforts to mitigate the effect of the event of Force Majeure and upon completion of the Force Majeure event must as soon as reasonably practicable recommence their duties as stated within these Conditions.
12.3 In conjunction with section 7 ‘payment terms’ an event of Force Majeure does not relieve a party from liability for an obligation which arose before the occurrence or that event nor does that event affect the obligation to pay money in a timely manner which matured prior to the occurrence of that event.
12.4 In response to a Force Majeure event the Company reserves the right in its discretion to cancel, relocate or change the dates and timings of the Exhibition and shall endeavour to offer an alternative exhibition opportunity, or may, at its sole discretion, offer the Exhibitor a refund of such proportion of the Exhibition Fees as it deems appropriate. The Company will not be liable in the event of any change or cancellation for any loss or expense of the Exhibitor including, without limitation those set out in clause 10.2.4.
13.1 Any communication shall be in writing and can be sent either by email, recorded post or delivered by hand to 1) the Exhibitor – via the details as given on the Application or 2) the Company
for the attention of Simon Pilling Email: firstname.lastname@example.org postal address: Apple Market Events, 2nd Floor Apple Market House, 17 Union Street, Kingston Upon Thames, KT1 1RR
Email: email@example.com postal address: Apple Market Events, 2nd Floor Apple Market House, 17 Union Street, Kingston Upon Thames, KT1 1RR
13.2 Communication shall be deemed to have been received by; Email – on the day of sending if sent before 16:00 hours of any business day and provided that a valid delivery receipt has been received by the sender and no error or “out of office” response has been received by the sender.
Recorded post – at 10.00am on the second business day after it was put into prepaid first class post or handed in for special (or other recorded) delivery.
Delivered by Hand – at the time of delivery.
- THIRD PARTY RIGHTS
14.1 Under the Contracts (Rights of Third Parties) Act 1999 (“CRTPA”) a person who is not the Company or the Exhibitor shall have no right to enforce any term of the Contract.
14.2 However any term of these Conditions which the Venue Authority may benefit from, can be enforced by The Venue Authority – these terms may be altered without the Venue Authority’s approval.
15.1 This agreement sets forth and constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof. This agreement supersedes any and all prior agreements, negotiations, correspondence, undertakings, promises, covenants, arrangements, communications, representations, and warranties, whether oral or written, of any party to this agreement.
15.2 This agreement shall be binding on and inure to the benefit of the parties hereto and their respective heirs, legal or personal representatives, successors, and assigns.
15.3 Failure of either party to insist on strict compliance with any of the terms, covenants, and conditions of this agreement shall not be deemed a waiver of such terms, covenants, and conditions, or of any similar right or power hereunder at any subsequent time.
15.4 The parties are independent from each other and not partners, principal or agent, or employer and employee, or in a relationship of trust, or in any other relationship other than the contractual relationship set out in the Contract. The Exhibitor shall not, nor represent that it has, any authority to make any commitments on the Company or the Venue Authority’s behalf.
15.5 Unless otherwise stated herein, all rights, remedies and powers conferred upon the parties are cumulative and shall not be deemed or construed to be exclusive of any other rights, remedies or powers now or hereafter conferred upon the parties by law or otherwise and any failure at any time to insist upon or enforce any such right, remedy or power shall not be construed as a waiver thereof.
15.6 Should a court of law or competent jurisdiction deem any clause or part thereof of these Conditions to be invalid or unenforceable in any way, this will not have an effect or impair any other clause or part thereof in these Conditions.
15.7 The Exhibitor’s rights or obligations may not be assigned to any third party but the Company may assign its rights and/or obligations on notice to the Exhibitor.
15.8 The Company offers no guarantee to the Exhibitor for number of visitors to the Exhibition or the business generated on site/post event.
“Allotted Space” is the space designated to the Exhibitor by the Company
“Application” is the Exhibitor’s application to exhibit at the Exhibition
“Attendees” are all the people employed by the Exhibitor in the process of creating, installing, operating and dismantling a stand at the Exhibition, excluding general visitors to the Exhibition, who are all bound under the same contractual terms as the Exhibitor
“Cancellation Charges” means the cancellation charges payable by the Exhibitor as set out in section 17.3
“Company” Refers to Apple Market Events Ltd
Incorporated and registered in England and Wales with company number 11290349 whose registered office is at 2nd Floor Apple Market House, 17 Union Street, Kingston Upon Thames, KT1 1RR
“Conditions” refers to the detail within all elements of this document
“Contract” is the agreement between the Exhibitor and the Company in relation to the Exhibition comprising the Application, the Conditions, and the Show Manual
“Exhibition” means the exhibition organised by the Company
“Exhibition eGuide” A common Regulative Policy for Major UK Exhibition Venues available on the Company’s website whose content must be adhered to for the participation at the Exhibition.
“Exhibition Fees” refers to the exhibition fees set out in section 17
“Exhibition Stand” refers to the exhibition stand/space the Exhibitor will operate at the Exhibition
“Exhibitor” any Company, Partnership, Firm or individual to whom stand space has been allocated for the purpose of exhibiting and shall include all employees, servants and agents of the same
“Exhibitor Materials” refers to any displayed or stored literature, stock, products, samples, prototypes, promotional displays and other materials brought to the Exhibition by or on behalf of the Exhibitor or its Attendees
“Force Majeure” An event or circumstance which is beyond the control and without the fault or negligence of the party affected and which by the exercise of reasonable diligence the party affected was unable to prevent including without limitation fire, flood or other cause restricting the use of the Venue, power or equipment failure, transport restrictions, industrial dispute, cancellation or other action by the Venue Authority, acts of God, storms, riots, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure of energy sources
“Intellectual Property Rights” (IP) Refers to all creations of the mind, all patents, including (and rights to) inventions; literary and artistic works; designs; and symbols, names and images used in commerce, software, databases, topography, confidential information, and other IP whether or not registered, including all applications, extensions and renewals for any part of the world
“Show Manual” is an extension to the Exhibition Terms and Conditions. The Show Manual is a set of event specific instructions the Exhibitor must adhere to when participating at the Exhibition
“Venue” means the location of the Exhibition
“Venue Authority” refers to the establishment providing the space for the Exhibition who has authority over the Exhibition, the Exhibitor, the Company and/or the Venue