CONTENTS

1. TERMS AND CONDITIONS FOR ADVERTISERS
2. TERMS AND CONDITIONS FOR EXHIBITORS
3. TERMS AND CONDITIONS FOR SPONSORS



1. TERMS AND CONDITIONS FOR ADVERTISERS

General

1. All Advertisements accepted for publication by DVV MEDIA HR GROUP LTD in any of its print or online publications are accepted subject to these terms and conditions. Any other conditions proposed by the Buyer shall be void unless accepted by DVV MEDIA HR GROUP LTD in writing.

2. In these conditions:
"Advertiser" means the person whose goods or services are advertised;
"Advertisement" means display, recruitment, online, email, mail order and classified advertising and shall include inserts, supplements and re-directed advertisements;
"Buyer" means the person placing the order for the insertion of the Advertisement; "Medium" means the print or online publication taking the booking.
"DVV MEDIA HR GROUP LTD Site" means the DVV MEDIA HR GROUP LTD website(s) onto which an Advertisement is sold

3. All Advertisements are accepted subject to space being available in the Medium.

4. DVV MEDIA HR GROUP LTD reserves the right to cancel any order without liability in the event of becoming aware of any meetings of creditors, bankruptcy, liquidation proceedings, the appointment of a receiver or administrative receiver over the whole or substantial part of the Buyer's assets, or any indication whatsoever of financial difficulties.

5. These conditions and all other express terms of the contract between DVV MEDIA HR GROUP LTD and the Buyer shall be governed and construed in accordance with the Laws of England and the parties hereby submit to the non-exclusive jurisdiction of the English Courts.


The Buyer agrees at all times in its conduct of business with or on behalf of DVV MEDIA HR GROUP LTD to strictly comply with all applicable laws, ordinances, codes, regulations, standards and judicial and administrative orders (jointly "Applicable Laws") relevant to its duties, obligations and performance including, without limitation, Applicable Laws related to bribery such as the United States Foreign Corrupt Practice Act and the UK Bribery Act and those enforced in the country where the Buyer is resident or conducts its business.

Buyer and its officers, directors, employees and agents shall engage only in legitimate business and ethical practices in commercial operations and in relation to its dealings with any employee or official of a government agency or any other government owned, operated or controlled entity(including, without limitation, state run universities, hospitals and libraries), or political parties or candidates (jointly "Government Official"). Neither Buyer nor any of its officers, directors, employees or agents shall pay, offer, give, promise or authorize the payment, directly or indirectly, of any monies or anything of value to any commercial contact or Government Official for the purpose or intent to induce such person to use his/her authority to help the Buyer, DVV MEDIA HR GROUP LTD, and/or any affiliate of DVV MEDIA HR GROUP LTD for personal gain or for that of the DVV MEDIA HR GROUP LTD or its affiliates (any such act, a "Prohibited Payment"). A Prohibited Payment does not include a payment of reasonable and bona fide expenditures, such as travel or lodging expenses, which are directly related to the promotion, demonstration or explanation of products or services or the execution or performance of a contract, provided that such payments are permissible under Applicable Laws. Buyer further agrees not to accept any payment or other benefit in money or in kind from any person as an inducement or reward for any act or forbearance or in connection with any matter or business transacted by or on behalf of DVV MEDIA HR GROUP LTD.

Buyer to contract as Principal

6. The Buyer warrants that the Buyer contracts with DVV MEDIA HR GROUP LTD as principal notwithstanding that the Buyer may be acting directly or indirectly for the Advertiser as an advertising agent or media buyer or in some other representative capacity. Where the Buyer is the Advertiser's advertising agency, the Buyer warrants that it is authorised by the Advertiser to place the Advertisement with DVV MEDIA HR GROUP LTD.

Delivery and Ownership of materials

7. Materials delivered must conform to DVV MEDIA HR GROUP LTD's specifications. DVV MEDIA HR GROUP LTD reserves the right to charge the Buyer for work it required to amend materials to conform to its specifications but accepts no liability for such work.

8. Any intellectual property rights in designs prepared by DVV MEDIA HR GROUP LTD shall remain the property of DVV MEDIA HR GROUP LTD and Advertisements including such designs may not be reproduced without DVV MEDIA HR GROUP LTD's consent.

Booking procedures

9. If an Advertisement includes a promotion, competition or a special offer of merchandise the Advertiser must provide full details to DVV MEDIA HR GROUP LTD on request.

Prices and Payment terms

10. Prices published by DVV MEDIA HR GROUP LTD from time to time are subject to revision at any time and orders are accepted on the condition that the price binds DVV MEDIA HR GROUP LTD only in respect of the period specified in the applicable rate card.

11. Series discounts apply only to orders placed in advance and completed within the agreed period. DVV MEDIA HR GROUP LTD reserves the right to adjust advance discounts and/or to surcharge in the event of a series of Advertisements not being completed within that period. If the Buyer cancels the balance of a contract to publish a series of Advertisements, except in the circumstances set out in paragraph 23, it relinquishes any series discount and all Advertisements will be paid for at the appropriate rate.

12. Prices are exclusive of applicable Value Added Tax which the Buyer shall additionally be liable to pay to DVV MEDIA HR GROUP LTD.

13. Credit accounts must be settled in accordance with the terms shown on the invoice, which are strictly net. In default, all outstanding transactions will become liable for immediate settlement. Interest will be charged monthly on overdue accounts at the rate of 2% above the HSBC Bank plc Minimum Lending Rate. In the event that legal action is required in order to obtain settlement of an outstanding debt from an Advertiser DVV MEDIA HR GROUP LTD reserve the right to recover all related costs in addition to the interest payable.

Limitations on DVV MEDIA HR GROUP LTD's Liability

14. Except to the extent specified in paragraph 15, DVV MEDIA HR GROUP LTD shall not be liable for any loss or damage suffered by the Buyer as a result of any total or partial failure (howsoever caused) of publication, distribution or availability of any Medium in which any Advertisement is scheduled to be included or for any error, misprint or omission in the printing of any Advertisement. In the event of an error or omission by DVV MEDIA HR GROUP LTD, which detracts materially from the Advertisement, DVV MEDIA HR GROUP LTD will either reinsert the Advertisement or relevant part of the Advertisement in a subsequent issue or make a reasonable refund of or adjustment to the price paid by the Buyer. No reinsertion, refund or adjustment will be made for any other error or omission or where the error or omission is the result of delivery of materials which do not comply with DVV MEDIA HR GROUP LTD's specifications.

15. The total liability of DVV MEDIA HR GROUP LTD to the Buyer for any act or omission of DVV MEDIA HR GROUP LTD, its servants or agents relating to any Advertisement shall not exceed the amount of a full refund of any price paid to DVV MEDIA HR GROUP LTD for the Advertisement or the cost of a reasonably comparable further or corrective Advertisement. Without limiting the foregoing, DVV MEDIA HR GROUP LTD shall not be liable for any loss of profits or business or for indirect or consequential loss. DVV MEDIA HR GROUP LTD accepts no liability for the repetition of an error in an Advertisement ordered for more than one insertion unless notified immediately the error occurs. Complaints regarding reproduction of printed Advertisements must be received in writing within one calendar month of the cover date.

16. DVV MEDIA HR GROUP LTD accepts no responsibility for the quality of reproduction of any photograph supplied by the Buyer, its agents or servants.

Cancellation or suspension

17. Cancellation or suspension of an Advertisement by the Buyer must be received in writing by DVV MEDIA HR GROUP LTD within the period specified below by the appropriate Medium.
A. Print – Display Advertising – at least 10 working days before the publication date.
B. Print – Classified and Recruitment Advertising – at least 5 working days prior to the publication date.
C. Online – All Advertising – at least 5 working days prior to the planned insertion date.

18. DVV MEDIA HR GROUP LTD reserves the right to omit or suspend an Advertisement at any time for good reason, without liability to the Buyer and shall notify the Buyer as soon as possible. If such omission or suspension is due to the act or default of the Buyer, the Advertiser or their respective servants or agents, then the Buyer shall pay for the Advertisement in full notwithstanding that the Advertisement has not been published.

Buyer's Warranties and Indemnities

19. The Buyer warrants that the Advertisement does not contravene the British Code of Advertising Practice and is not in breach of any relevant legislation, including the Equality Act 2010, the Obscene Publications Act and any other legislation or regulation, such as those relating to the provision of Financial Services, which apply to specific Advertisers, products or services.

20. If any Advertisement submitted for publication contains the name or pictorial representation (photographic or otherwise) of any living person and/or any part of any living person and/or copy by which any living person is or can be readily identified, the Buyer warrants that the Buyer or the Advertiser has obtained the authority of such living person to make use of such name, representation and/or copy.

21. The Buyer will indemnify and hold harmless DVV MEDIA HR GROUP LTD from and against any claim that the Advertisement infringes the copyright, trademark or other intellectual property rights of any person or that it is defamatory or infringes any other right of any person. DVV MEDIA HR GROUP LTD reserves the right to withdraw and/or refuse to publish an Advertisement without liability to the Buyer if it reasonably believes that the Advertisement may make DVV MEDIA HR GROUP LTD or the Advertiser liable to any complaint, claim or proceedings.

22. The Buyer is solely responsible for fulfilling and dealing with any orders or enquiries relating to the goods, services or promotion to which the Advertisement relates and will indemnify and hold DVV MEDIA HR GROUP LTD harmless accordingly.

PRINT ADVERTISING

23. Copy must be supplied by the Buyer without application from DVV MEDIA HR GROUP LTD. If copy instructions are not received by the agreed date, no guarantee can be given that any agreed proofs will be supplied or corrections made and DVV MEDIA HR GROUP LTD reserves the right to repeat the most appropriate recent copy or omit the Advertisement. Where a layout or proof is submitted to the Buyer, it must be returned on the date specified and DVV MEDIA INTERNATIONAL LTD reserves the right to publish the Advertisement in the same form as any layout or proof submitted if the layout or proof is not returned on the date specified. In any of these cases, the total price of the order will remain unaltered.

24. If, at its discretion, DVV MEDIA HR GROUP LTD considers it necessary to modify the space or alter the date or position of the Advertisement or make any other alteration to an Advertisement accepted for insertion, the Buyer will have the right to cancel the publication of the Advertisement if the alterations requested are unacceptable.

25. Where an Advertisement has been accepted by DVV MEDIA HR GROUP LTD and includes inserts DVV MEDIA HR GROUP LTD reserves the right to charge the full price if the inserts fail to arrive at the agreed time and place for insertion.

26. Charges will be made to the Buyer where printers are involved in extra production work owing to acts or defaults of the Buyer or the Advertiser.

DIRECTORY ADVERTISING

27. DVV MEDIA HR GROUP LTD cannot guarantee the position of any printed Advertisement. Advertisements will be placed as near as possible to the selected position as the page make-up permits. DVV MEDIA HR GROUP LTD reserves the right to modify the wording of any classification or trade heading in the Medium or the Advertisement.

28. Requests for cancellation or reduction of an order may be considered but only if received in writing by DVV MEDIA HR GROUP LTD within 28 (twenty eight) days from signing the order providing that such notification is made at least 28 (twenty eight) days prior to the final copy date.

29. Changes in printed copy must be confirmed in writing by the Buyer in time for the changes to be made to the Advertisement by DVV MEDIA HR GROUP LTD. DVV MEDIA HR GROUP LTD reserves the right to charge for any additional expenses involved in such changes.

ONLINE ADVERTISING

30. The Buyer must deliver complete creative content to DVV MEDIA HR GROUP LTD at least 2 working days before 9am on the go-live date in a format which complies with DVV MEDIA HR GROUP LTD's online ad formats for such content. To cancel or alter an order the Buyer must inform DVV MEDIA HR GROUP LTD by e-mail or fax to the number or address on the order, at least 5 working days before 9am on the go-live date. Otherwise, DVV MEDIA HR GROUP LTD may not be able to achieve the specified go-live date but the Buyer must pay the full amount irrespective of whether any delivery target for impressions have been met.

31. If the Buyer is supplying creative content or change of creative to be used in rotations, in the form of a redirected advertisement, the Buyer must inform DVV MEDIA HR GROUP LTD in advance.

32. If an Advertisement links to another site, the Buyer is responsible for maintaining the link and for the content of the linked site. DVV MEDIA HR GROUP LTD may remove any Advertisement which contains content or links to a site which, in DVV MEDIA HR GROUP LTD's opinion, is defamatory or objectionable or will bring DVV MEDIA HR GROUP LTD into disrepute. The Buyer will indemnify DVV MEDIA HR GROUP LTD from and against any claims or liability arising from links contained in an Advertisement.

33. Advertisements may contain only such information and code as is necessary to run the Advertisement effectively on the relevant DVV MEDIA HR GROUP LTD Site. Advertisements may not contain tags, cookies, beacons or similar technology which identifies users of any DVV MEDIA HR GROUP LTD Site or enables the Buyer or any third party to serve such users with any advertising other than the Advertisement.

34. If an Advertisement is supplied which does not comply with these terms and conditions or DVV MEDIA HR GROUP LTD receives complaints regarding an Advertisement, DVV MEDIA HR GROUP LTD may, at its discretion, remove the Advertisement from display without reference or liability to the Buyer.

35. Where an Advertisement is sold on a cpm basis, DVV MEDIA HR GROUP LTD will provide the Buyer with delivery statistics and campaign reports on a regular basis throughout the campaign period. The statistics and other reports provided by DVV MEDIA HR GROUP LTD shall, in the absence of manifest error, be binding on the Buyer and are in lieu of any other right of audit.

36. The Buyer's sole remedy if DVV MEDIA HR GROUP LTD, or its third party subcontractors who may host and serve Advertisements from time to time, make an error in displaying any Advertisement is the cost of re-running the relevant Advertisement. Neither DVV MEDIA HR GROUP LTD nor its subcontractors shall be liable for failure to display the Advertisement caused by circumstances outside their control.

LEAD GENERATION

37. If we are sending you leads then the legal basis for processing the data is your legitimate interest and you can communicate to the leads only in relation to the webinar or the content.



2. TERMS AND CONDITIONS FOR EXHIBITORS

1.Interpretation
1.1The definitions and rules of interpretation in this clause apply in these Terms and Conditions (the "Conditions"):

"Affiliate"means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity;
"Agreement"means these Conditions, the Exhibitor Manual and the Booking Form;
"Booking Form"means the Organiser's prescribed form for booking space at the Event to which these Conditions are attached, and which is to be completed, signed and returned to the Organiser by the prospective Exhibitor;
"Business Day"means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
"Business Hours"means the period from 9.00 am to 5.00 pm on any Business Day;
"Confidential Information"means the terms of this Agreement and all information in any medium or format (written, oral, visual or electronic) and whether or not marked or described as "confidential" which relates to a Party (the "Disclosing Party"), or its Affiliates' respective businesses, finances, employees, officers, customers or suppliers, and which is directly or indirectly disclosed by the Disclosing Party to the other Party or to one of its Affiliates in the course of their dealings relating to this Agreement, whether before or after the date of this Agreement;
"Control"means in respect of any corporate entity, the beneficial ownership of more than 50% of the issued share capital of that entity or the legal power to direct or cause the direction of the general management of that entity, and Controls and Controlled shall be construed accordingly;
"Data Protection Regulations"means all applicable data protection, privacy and electronic marketing legislation including Directives 95/46/EC and 2002/58/EC, Regulation (EU) 2016/679 and any legislation and/or binding regulations amending, replacing, supplementing, implementing them or made in pursuance of them including the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 as amended and any codes of practice relating to the same;
"E‑registration fee"means an amount charged in respect of the inclusion of the Exhibitor's name and logo on the appropriate Event website;
"Event"means the event (as described on the Booking Form) to be held at the Venue or at such other location and dates as the Organiser designates in accordance with these Conditions;
"Exhibit"means the articles put on display by the Exhibitor;
"Exhibit Space"means the amount of space at the Venue allocated to the Exhibitor during the Event, as set out in the Booking Form;
"Exhibitor"means the company, firm or person identified as the Exhibitor on the Booking Form, who has applied for and been allocated space at the Event;
"Exhibitor Manual"means the document setting out the information relevant to the Event (including the Organiser's operational procedures and requirements) which is provided to the Exhibitor Representative prior to the Event in accordance with clause 8;
"Exhibitor Representative"means the person named on the booking form by the Exhibitor to be its representative in connection with all matters concerning the Exhibitor and the Event;
"Force Majeure"means an event beyond the reasonable control of the Organiser, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the Organiser or of any other party), act of God, government actions, war, riot, hostilities (whether war be declared or not), armed conflict, terrorist attack, terrorist activity, nuclear, chemical or biological contamination, sonic boom, civil commotion, invasion, revolution, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, power failure, breakdown of plant or machinery, fire, flood, storm, disease, epidemic or default of suppliers or subcontractors;
"Intellectual Property Rights"means any and all present and future, patents, inventions, know-how, trade secrets and other confidential information, trade marks, service marks, logos, emblems, badges, mascots, insignia, identifying music and sounds, get-up, domain names, business names, trade names, moral rights, performance rights, registered designs, copyrights, database rights, the sui generis rights of extraction relating to databases, design rights and other intellectual property rights of whatever nature, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world;
"Organiser"means the company who has organised the Event as named in the Booking Form;
"Parties"means the Organiser and the Exhibitor, and "Party" means either of them as applicable;
"Shell Scheme Stand"means the standard form stand design provided by the Organiser as set out in the Event Manual;
"Space Only Exhibitor"means those Exhibitors who only buy space from the Organiser and erect their own stand and/or exhibit material rather than buying space together with a Shell Scheme Stand;
"Term"means the period from the date that the Booking Form is signed by both Parties until the close of the Event, or such other term as is stated on the Booking Form;
"Total Price"Means the total amount due to the Organiser from the Exhibitor under this Agreement;
"VAT"means value added tax chargeable under English Law for the time being and any similar additional tax or for non-UK shows the equivalent tax chargeable under the law of the relevant jurisdiction; and
"Venue"means the venue of the Event as stated on the Booking Form.

1.2The clause headings are included for convenience only and shall not affect the interpretation of this Agreement.
1.3A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.
1.4A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender shall include a reference to the other genders.
1.6A reference to any Party shall include that Party's personal representatives, successors and permitted assigns.
1.7A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and a reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.8A reference to writing or written includes email.
1.9A reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference to this Agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this Agreement) from time to time.
1.10References to clauses are to the clauses of this Agreement.
1.11Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.12Any obligation in this Agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.
2.Application
2.1The completion, signing and return of the Booking Form to the Organiser by the Exhibitor will constitute an offer by the Exhibitor to book the Exhibit Space for the Event upon these Conditions.
2.2If the Organiser accepts the Exhibitor's offer, it shall sign the Booking Form and return it to the Exhibitor. The Agreement between the Parties shall come into effect on the date the Booking Form has been signed by the Organiser.
2.3In the event of a dispute between these Conditions, any provision of the Booking Form and any provision of the Exhibitor Manual:
2.3.1the provisions of the Booking Form shall prevail over these Conditions and the Exhibitor Manual; and
2.3.2the provisions of these Conditions shall prevail over the Exhibitor Manual.
3.Allocation of Space
3.1The Organiser shall use reasonable endeavours to allocate the space or facilities applied for by the Exhibitor in the Booking Form. However, in order to facilitate an orderly layout of the Event, the Exhibitor agrees to accept such space as may be reasonably allocated to it, provided that the amount of space allocated to the Exhibitor by the Organiser is not less than the amount of space allocated to the Exhibitor in the Booking Form.
3.2The area allocated to the Exhibitor in accordance with clause 3.1 shall be the full extent of the display area available to it at the Event and the Exhibitor shall not be entitled to exhibit outside of this space. If any dispute arises as to the allocation of space, the decision of the Organiser is final.
3.3In the event of the Exhibitor giving written notice at any time prior to the Event of its intention not to take possession of or use such space allocated to it, or in the event of its failure to take possession of such space by the day prior to the opening of the Event, the Organiser may, without prejudice to its other rights, deal with such space as the Organiser in its absolute discretion thinks fit.
4.Payment
4.1The Exhibitor shall pay the Total Price to the Organiser together with any applicable VAT due in respect of that Total Price in accordance with the following provisions.
4.2Payment may be made by cheque, credit card, debit card, bank transfer, or any other payment method offered by the Organiser from time to time.
4.3The Total Price will be invoiced by the Organiser as follows and will become due immediately upon receipt:
4.3.1an invoice for a 20% deposit of the Total Price (including VAT but excluding the E-registration fee), plus the E-registration fee (including VAT) if applicable, will be issued immediately;
4.3.2an invoice for a further 40% of the Total Price, will be issued approximately 7 months before the Event or, if the Booking Form is signed later than that date, immediately; and
4.3.3an invoice for the final 40% of the Total Price, will be issued approximately 4 months before the Event or, if the Booking Form is signed later than that date, immediately.
4.4In the event that the agreed terms of payment on the Booking Form differ from those set out in this clause 4, the terms of payment on the Booking Form take precedence.
4.5If any payment is overdue from the Exhibitor, the Organiser reserves the right to (in its sole discretion):
4.5.1suspend performance in respect of the Agreement; and/or
4.5.2levy a reasonable charge to reflect the additional administrative costs involved in collection of such debts, together with the costs and charges of any debt collection agency used.
4.6The Exhibitor will not be allowed to take part in the Event if any payment is outstanding at the first day of the Event.
5.Cancellation by Exhibitor
5.1Where the Exhibitor exhibited at the previous version of the Event (the "Previous Event") and is rebooking a stand under the terms of a rebooking offer, the Exhibitor will be entitled to cancel this Agreement, without any payment in respect of the Event, within 28 days of the close of the Previous Event.
5.2Subject to clause 5.4, the Exhibitor shall be entitled to cancel the booking on notice to the Organiser, in which case the following cancellation charges (the "Cancellation Charges") shall apply. Any notice of cancellation must be in writing addressed to the Managing Director of the Event at the address of the Organiser and will be effective when received by the Organiser.

Cancellation effectiveCancellation Charge
More than 9 months prior to the first day of the Event20% of the Total Price
More than 6 months and less than 9 months prior to the first day of the Event60% of the Total Price
Less than 6 months prior to the first day of the Event100% of the Total Price

5.3The Organiser shall also be entitled to treat the following as notice of cancellation by the Exhibitor:
5.3.1the Exhibitor cancels a direct debit payment; or
5.3.2the Exhibitor fails to make a payment on the due date,
such notice to be effective from the date that the Organiser notifies the Exhibitor of the same, in which case the Cancellation Charges set out in clause 5.2 shall apply.
5.4In the event that the Exhibitor has booked a stand in excess of 100 square meters the Cancellation Charge at clause 5.2 shall be 100% of the Total Price at whatever date the cancellation is notified pursuant to clause 5.2 or deemed to have been notified pursuant to clause 5.3.
5.5The Organiser will invoice the Exhibitor for the appropriate Cancellation Charge which will be payable within 30 days of the invoice date. Where cancellation occurs pursuant to clause 5.3, the amount headed Cancellation Charge will be payable as liquidated damages, which the Exhibitor accepts as representing a fair estimate of the loss suffered by the Organiser. The Organiser will credit the Exhibitor with any amounts already paid by the Exhibitor and retained by the Organiser.
6.Exhibitor Representative
The Exhibitor must name on the Booking Form at least one person to be its Exhibitor Representative in connection with all matters concerning the Exhibitor and the Event. Each Exhibitor Representative is deemed to be authorised by the Exhibitor appointing him/her to enter into other contracts with the Organiser or its agents as the Exhibitor Representative considers necessary in connection with the Event and such contracts shall be binding on the Exhibitor.
7.Hours of opening
The Event will be open to visitors between the times stated and advertised by the Organiser (subject to the Venue owners' rights and causes beyond the control of the Organiser). Throughout such times the Exhibitor undertakes to have its Exhibits and stand on display, in good order, adequately attended and not covered up. No Exhibitor shall have the right prior to the final closing of the Event to pack or remove Exhibits or the stand without the prior written permission of the Organiser.
8.Exhibitor Manual
The Exhibitor Manual will be provided to the Exhibitor Representative by the Organiser no less than 8 weeks prior to the Event (or at the time that the Booking Form is signed by the Organiser if this is within 8 weeks of the Event) and the Exhibitor warrants that it shall comply with its terms.
9.Stand & Display Arrangement
9.1Exhibits shall be so arranged as not to obstruct the general view, nor to hide the Exhibits of others. Plans for specially built stands (including layout, arrangement, height and materials) other than those constructed from the Shell Scheme Stand must be submitted to the Organiser for approval, such approval not to be unreasonably delayed or declined, before construction is commenced.
9.2If any dispute arises as to the allocation of space, or as to the extent of any extra space deemed by the Organiser to be occupied by the Exhibitor beyond that allocated, the decision of the Organiser shall be final.
9.3If, in the opinion of the Organiser, the Exhibitor's display extends beyond the allocated space, the Organiser may, at its sole discretion, charge the Exhibitor for the extra space occupied at the prevailing rate.
9.4The Organiser reserves the right to relocate any Exhibitor at any time if the Organiser, in its absolute discretion, thinks it necessary in the best interests of the Event, but shall take all reasonable steps to provide space of a comparable size.
9.5The Organiser may take any action that in deems necessary with regard to the positioning or construction of the Exhibitor's stand(s) if, in the Organiser's reasonable opinion, there is any health or safety risk to the Organiser's staff, agents, exhibitors or visitors.
9.6A Space Only Exhibitor is responsible for erecting partitions 2.5 metres high in between its own and adjoining stands, extending to the boundaries of the stands. In the event that such space borders the perimeter of the Event, the Space Only Exhibitor is responsible for erecting a partition 2.5 metres high along the rear of the space.
9.7The maximum height of stands is limited to 2.5 metres except where a greater height is expressly permitted in writing by the Organiser. Where the stand walls (including towers) exceed 2.5 metres in height, they must be clad and decorated on the reverse side overlooking another exhibitor, in accordance with such details as are approved in writing prior to the Event by the Organiser.
9.8The Organiser will not permit Exhibits or displays exposing an unfinished surface to neighbouring or nearby stands.
9.9The Organiser reserves the right to reject stand designs, any Exhibitor display, or advertising that either: (i) does not comply with the requirements of the Exhibitor Manual; and/or (ii) in the reasonable opinion of the Organiser are detrimental to the overall appearance of the Event.
10.Requirements of Superior Authorities
The Exhibitor shall comply with all requirements imposed on the Organiser or Exhibitor by the owners, proprietors or managers of the Venue, or any municipal or other competent authority. In addition the Exhibitor shall comply with any notice of such requirements given to the Exhibitor by the Organiser.
11.Use of Display Space and Prohibited Acts
11.1The Exhibitor agrees to only display or advertise goods or services at the Event that are manufactured or supplied by it in the normal course of business. None of the Exhibitor's goods, services, advertising, other promotional material and/or Exhibits shall in any way breach any applicable law (including intellectual property and Data Protection Regulations) or regulation or otherwise be libellous, defamatory or offensive. The Organiser may take any action that it deems necessary if it reasonably believes that any of the Exhibitor's goods, services, advertising, other promotional material and/or Exhibits is in breach of this clause 11.1 (including ejection from the Event without refund or abatement of any sums paid or payable in respect of this Agreement).
11.2The Exhibitor shall not bring any combustible, explosive or otherwise dangerous materials into the Venue.
11.3Sales by auction are prohibited without the prior written permission of the Organiser.
11.4The Exhibitor agrees not to assign, sublet or share any space or facilities allotted to the Exhibitor (howsoever provided and whether for payment or not) without the prior written consent of the Organiser, which may be refused at the Organiser's absolute discretion.
11.5The Exhibitor shall only be entitled to signage on the Exhibitor's Event stand, listing in the Event visitor's guide and other forms of Event promotion if it has paid all sums payable in respect of the booking and signed the Booking Form. The inclusion of any other company, firm, person or organisation in these forms of promotion is strictly at the Organiser's discretion and will usually result in an additional charge.
11.6The Exhibitor may only distribute printed or other placards, handbills, circulars or other articles on its own stand, unless agreed in writing by the Organiser, in which case a separate charge will be made. The Organiser will use reasonable endeavours to prevent canvassing for orders or for any other purpose by a non-Exhibitor.
11.7If it appears to the Organiser that the Exhibitor may be engaged in activities which are deemed by the Organiser in its absolute discretion to be in breach of this Agreement or contrary to the best interests of the Event, or which appear to the Organiser in its absolute discretion unethical or in breach of any law or regulation, the Organiser may cancel any allocation of space or display opportunity which may have been granted to the Exhibitor, whether in the Booking Form or otherwise, and require it forthwith to vacate any space allocated to it and refuse the Exhibitor the right to participate further in the Event, without the Organiser being under any liability to refund or abate any charges paid or payable in respect of this Agreement.
11.8To the fullest extent permitted by law the Organiser will not be liable for any direct or indirect loss, including loss of revenue, loss of goodwill, excess costs or consequential loss suffered by the Exhibitor, its employees, visitors, customers, staff, agents or contractors however so arising resulting from an exclusion under clause 11.7.
11.9The Organiser retains the right to dispose of any property of the Exhibitor that is not collected from the Venue by the end of the breakdown period as detailed in the Exhibitor Manual. The Exhibitor will be liable for any costs incurred in such disposal.
12.Intellectual Property
12.1The Exhibitor acknowledges that all Intellectual Property Rights held by the Organiser together with any goodwill attaching thereto shall remain the sole property of the Organiser, and that nothing in this Agreement licenses or otherwise grants the Organiser the right to use any Organiser Intellectual Property Rights in any way without the express prior written consent of the Organiser.
12.2The Exhibitor grants to the Organiser a non-exclusive, royalty-free licence to use, during the Term, the Exhibitor's name and logo in order to promote and advertise the Event and perform its obligations to the Exhibitor under this Agreement.
12.3The Exhibitor agrees and consents to the use of and reproduction by or on behalf of the Organiser (and its licensees) of the Exhibitor's name and logo in any audio, visual and/or audio-visual or electronic recordings of the Event, by all or any means and in all or any form of media whether now known or hereafter to be invented (including in connection with the Event website) throughout the world in perpetuity for the purposes of advertising, merchandising and publicity of the Event and other similar events operated by the Organiser.
13.Data Protection
13.1If the attendees of the Event indicate that they wish to make their details available to the Exhibitor then the Organiser will provide to the Exhibitor certain registration details to be used by the Exhibitor only for its legitimate business purposes. The Organiser reserves the right to withhold all or some details concerning attendees of the Event where the Organiser determines it is necessary to do so to comply with its obligations under Data Protection Regulations. The Exhibitor warrants to the Organiser that it shall process and use such details only in compliance with Data Protection Regulations. The Exhibitor acknowledges and agrees that it is solely responsible for any processing activities it carries out in respect of attendee details received under this Agreement. The Organiser shall not be liable to the Exhibitor in respect of any processing by the Exhibitor of attendee details provided by the Organiser under this Agreement.
13.2The Exhibitor acknowledges that the Organiser may pass on the Exhibitor's (or its personnel's) contact details to third party suppliers engaged by the Organiser in connection with the Event who may contact the Exhibitor (or the Exhibitor's personnel) directly to offer to the Exhibitor ancillary services relating to the Event set up (such as display equipment, electrical equipment and technical support) and to contact the Exhibitor (or the Exhibitor's personnel) in connection with operational requirements for the Event such as venue health and safety requirements.
14.Noise and Disturbance
If, in the reasonable opinion of the Organiser, the Exhibitor creates noise or otherwise acts in any manner that disturbs adjacent exhibitors, the Organiser or visitors it will comply with any request by the Organiser to cease such activities.
15.Limitation of Liability
15.1Other than as expressly stated in this Agreement, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded.
15.2Nothing in these Conditions limits or excludes the liability of the Organiser for death or personal injury resulting from negligence or fraud or fraudulent misrepresentation.
15.3Subject to clauses 15.1 and 15.2, the Organiser shall not be liable for: (i) loss of profits; (ii) loss of business; (iii) depletion of goodwill and/or similar losses; (iv) loss of anticipated savings; (v) loss of goods; (vi) loss of contract; (vii) loss of use; (viii) loss due to corruption of data or information; or (ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses ((i) to (ix) together being "Losses"), whether or not the Organiser was advised of the possibility of such loss by the Exhibitor or any third party.
15.4Subject to clauses 15.1 and 15.2, the Organiser's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Agreement and/or the Event shall be limited to the Total Price.
16.Indemnity
16.1The Exhibitor shall hold the Organiser and each of its Affiliates (the Organiser and its Affiliates together being the "Indemnified Parties" and each an "Indemnified Party") harmless and indemnify them and their employees and agents against:
16.1.1any claims by third parties, including for libel, defamation and breach of Intellectual Property Rights or Data Protection Regulations, arising from the actions or omissions of the Exhibitor in connection with the Event or in any way related to the Exhibitor's participation in the Event (including any breach of clause 12.1); or
16.1.2any other liability, costs, expenses or losses (including Losses) incurred or sustained by an Indemnified Party arising directly or indirectly from the Exhibitor's fraud, negligence or failure to perform or delay in the performance of any of its obligations under this Agreement, except where incurred or sustained by an Indemnified Party as a result of any damage or injury caused by that Indemnified Party or official contractors appointed by that Indemnified Party.
16.2For the purpose of this clause 16, references to an Exhibitor's fraud, negligence or failure to perform or delay in the performance of any of its obligations under this Agreement include any such fraud, negligence, failure to perform or delay in performance by the Exhibitor's employees, agents or contractors.
17.Insurance
17.1The Exhibitor must have adequate insurance cover in place that includes Public Liability. The minimum cover and limits required (together the "Insurance") are:
Public Liability
The legal liability of the Exhibitor to pay compensation and claimant's costs and expenses arising out of bodily injury, disease or illness sustained by any person (other than an employee of the Exhibitor) or loss of or damage to property.
Minimum cover requirement: £2,000,000 for all stands.
Event Expenses
The full value of lost expenses directly incurred in connection with the Event as a result of cancellation, abandonment, postponement, curtailment, failure to vacate or non-arrival of Exhibits arising from any cause beyond the control of the Exhibitor and/or Organiser.
Minimum cover requirement: £10,000 for stands up 10 sqm and £20,000 for all other stands.
Event Property
The full value of property whilst at the Venue, during build-up and pull-out and whilst in transit thereto and therefrom protected against loss or damage.
Minimum cover requirement: £10,000 for stands up to 10 sqm and £20,000 for all other stands. For Events outside the United Kingdom the above values are the sterling equivalent required.
17.2For Events, other than in the US and Canada, the Insurance has been negotiated on the Exhibitors' behalf. Details of how the Exhibitor can obtain a Certificate of Insurance will be provided with the Exhibitor's first invoice or in the case of payment by direct debit on collection of the first such payment. The Insurance fee shown on the Booking Form can be credited/refunded/waived provided that satisfactory evidence of any alternative insurance arrangement is agreed by the Organiser. This evidence should be submitted to the organiser within 21 days of the invoice date.
17.3The Insurance package that has been negotiated is underwritten by Hiscox Underwriting Ltd. A full policy wording detailing conditions and exclusions is available from Hiscox on request. Cover only starts once the Exhibitor has paid the full Insurance fee including VAT to the Organiser.
18.Cancellation or termination of the Event
18.1The Organiser shall have no liability to the Exhibitor if the Organiser cancels, postpones or re-sites the Event, or reduces the planned period for preparation, display or dismantling the Event, due to an event of Force Majeure or because the Organiser ceases to have the right to hold the Event, in which case the Organiser shall not be liable to refund any amount paid to the Organiser by the Exhibitor.
18.2If the Organiser decides to re-site the Event to another venue or change the dates for reasons other than those stated in clause 18.1, and the Exhibitor is unwilling to be re-sited at the new venue or participate on a different date, it must give notice to the Organiser of such unwillingness within 14 days of being notified of the change by the Organiser. In such circumstances the Organiser shall make a full refund of the Total Price to the Exhibitor. The Organiser shall not be liable for any Losses of the Exhibitor arising from such re-siting or such unwillingness to be re-sited.
18.3If the Organiser cancels the Event other than for reasons as set out at clause 18.1 the Organiser shall make a full refund of the Total Price to the Exhibitor.
19.Termination
19.1The Organiser may terminate this Agreement immediately on written notice if:
19.1.1the Exhibitor is unable to pay its debts as a result of becoming the subject of insolvency, administration or bankruptcy or similar orders, notices, proceedings, resolutions or arrangements or by making a composition with its creditors or going into liquidation or being under the appointment of a receiver or administrator (or any analogous events occur in any other jurisdiction); or
19.1.2the Exhibitor is in breach of any material term of this Agreement and the breach is not capable of remedy, or if the breach is capable of remedy but the Exhibitor has failed to remedy such breach within 14 days of receipt of notice to do so.
19.2The consequences of such termination by the Organiser are that the Exhibit Space may be cancelled and offered to another exhibitor, or used in any other manner, and any other services rendered by the Organiser may also be cancelled. Any such termination shall not oblige the Organiser to return to such Exhibitor any amounts already paid to the Organiser in respect of this Agreement or relieve such Exhibitor of its obligation to pay all amounts outstanding in respect of this Agreement to the Organiser.
20.Electric Lighting and Power
20.1Official contractors, whose names will be included in the Exhibitor Manual, will be appointed by the Organiser for electrical work on all stands. The Exhibitor will be responsible for settling accounts for all work that it has ordered directly from a contractor and shall indemnify the Organiser accordingly.
20.2Where a device is illuminated, the light must be still and not flashing and any direct light from the device must be screened in such a way as to avoid causing nuisance or discomfort to visitors and other exhibitors.
20.3The Exhibitor must ensure that electrical installations on stands or Exhibits comply with all applicable law and any statutory or local regulations or requirements to which the Event may be subject.
21.Force Majeure
Notwithstanding the other provisions of this Agreement, the Organiser shall be under no liability for any failure, delay or omission on its part resulting from any event of Force Majeure.
22.Assignment and other dealings
22.1The Exhibitor shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.
22.2The Organiser may at any time assign, transfer mortgage, charge, subcontract, delegate or declare a trust over any or all of its rights and obligations under this Agreement to any third party or any of its Affiliates or for the benefit of any person.
23.Confidentiality
23.1Each Party undertakes that it shall not at any time disclose to any person any Confidential Information of the other Party except as permitted by clause 23.2.
23.2Each Party may disclose the other Party's Confidential Information:
23.2.1to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Party's obligations under this Agreement. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party's Confidential Information comply with this clause 23; and
23.2.2as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority including any relevant securities exchange.
23.3No Party shall use any other Party's Confidential Information for any purpose other than to perform its obligations under this Agreement.
24.Announcements
The Exhibitor shall not make, or authorise any person to make, any public announcement concerning this Agreement without the prior written consent of the Organiser (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
24.Entire agreement
25.1This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
25.2Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
26.Costs
Except as expressly provided in this Agreement, each Party shall pay its own costs incurred in connection with the negotiation, preparation, and execution of this Agreement and any documents referred to in it.
27.Variation
No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
28.Waiver
No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
29.Rights and remedies
The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
30.Severance
30.1If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 30 shall not affect the validity and enforceability of the rest of this Agreement.
30.2If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
31.No partnership or agency
31.1Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.
31.2Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
32.Further assurance
Each Party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this agreement.
33.Notices
33.1Any notice given to a Party under or in connection with this Agreement shall be in writing and shall be:
33.1.1delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
23.2.2emailed to:
33.1.2.1for the Organiser, events@employeebenefits.com; and
33.1.2.2for the Exhibitor, the email address specified on the Booking Form.
33.2Any notice shall be deemed to have been received:
33.2.1if delivered by hand, on signature of a delivery receipt;
33.2.2if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or
33.2.3if sent by email, at 9.00 am on the next Business Day after transmission.
33.3This clause 33 does not apply to the service of any proceedings or other documents in any legal action.
34.Counterparts
34.1This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
34.2Transmission of the executed signature page of a counterpart of this Agreement by e-mail (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this Agreement. If either method of delivery is adopted, without prejudice to the validity of the agreement thus made, each Party shall provide the others with the original of such counterpart as soon as reasonably possible thereafter.
35.Third party rights
35.1Except as expressly provided in clause 35.2, a person who is not a Party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
35.2The Exhibitor's obligations under this Agreement (including the indemnities at clause 15, and any other representations, warranties and undertakings) are given for the benefit of all Organiser Affiliates. It is intended that all Organiser Affiliates may enforce the benefits conferred on it under this Agreement in accordance with the terms of the Contracts (Rights of Third Parties) Act 1999.
35.3The rights of the Parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any other person.
36.Anti-Bribery
The Organiser and the Exhibitor shall comply with the Organiser's anti-bribery and anti-corruption policies (available to the Exhibitor on request) as updated from time to time.
37.Governing law
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
38.Jurisdiction
Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).


3. TERMS AND CONDITIONS FOR SPONSORS

39.Interpretation
39.1The definitions and rules of interpretation in this clause apply in these Terms and Conditions (the "Conditions"):

"Affiliate"means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity;
"Agreement"means these Conditions and the Booking Form;
"Booking Form"means the Organiser's prescribed form for purchasing Sponsorship Rights to which these Conditions apply, and which is to be completed, signed and returned to the Organiser by the prospective Sponsor;
"Business Day"means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
"Business Hours"means the period from 9.00 am to 5.00 pm on any Business Day;
"Confidential Information"means the terms of this Agreement and all information in any medium or format (written, oral, visual or electronic) and whether or not marked or described as "confidential" which relates to a Party (the "Disclosing Party"), or its Affiliates' respective businesses, finances, employees, officers, customers or suppliers, and which is directly or indirectly disclosed by the Disclosing Party to the other Party or to one of its Affiliates in the course of their dealings relating to this Agreement, whether before or after the date of this Agreement;
"Control"means in respect of any corporate entity, the beneficial ownership of more than 50% of the issued share capital of that entity or the legal power to direct or cause the direction of the general management of that entity, and Controls and Controlled shall be construed accordingly;
"Data Protection Regulations"Directives 95/46/EC and 2002/58/EC and any legislation and/or binding regulations amending, replacing, implementing them or made in pursuance of them including the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 as amended;
"E‑registration fee"means an amount charged in respect of the inclusion of the Sponsor's name and logo on the appropriate Event website;
"Event"means the event (as described on the Booking Form) to be held at the Venue or at such other location and dates as the Organiser designates in accordance with these Conditions;
"Force Majeure"means an event beyond the reasonable control of the Organiser, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the Organiser or of any other party), act of God, government actions, war, riot, hostilities (whether war be declared or not), armed conflict, terrorist attack, terrorist activity, nuclear, chemical or biological contamination, sonic boom, civil commotion, invasion, revolution, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, power failure, breakdown of plant or machinery, fire, flood, storm, disease, epidemic or default of suppliers or subcontractors;
"Intellectual Property Rights"means any and all present and future, patents, inventions, know-how, trade secrets and other confidential information, trade marks, service marks, logos, emblems, badges, mascots, insignia, identifying music and sounds, get-up, domain names, business names, trade names, moral rights, performance rights, registered designs, copyrights, database rights, the sui generis rights of extraction relating to databases, design rights and other intellectual property rights of whatever nature, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world;
"Organiser"means the company who has organised the Event as named in the Booking Form;
"Parties"means the Organiser and the Sponsor, and "Party" means either of them as applicable;
"Sponsor"means the company, firm or person who has applied and been accepted to act as a sponsor for the Event and who is the counterparty to the Organiser identified on the Booking Form;
"Sponsor Materials"means any advertising, publicity or other such materials utilised by the Sponsor at or in connection with the Event in order to exercise the Sponsor Rights;
"Sponsor Representative"means the person named on the Booking Form by the Sponsor to be its representative/contact person in connection with all matters concerning the Sponsor and the Event;
"Sponsor Rights"means the sponsorship rights granted to the Sponsor under this Agreement, as set out in the Booking Form;
"Term"means the period from the date that the Booking Form is signed by both Parties until the close of the Event, or such other term as is stated on the Booking Form;
"Total Price"means the total amount due to the Organiser from the Sponsor under this Agreement;
"VAT"means value added tax chargeable under English Law for the time being and any similar additional tax or for non-UK shows the equivalent tax chargeable under the law of the relevant jurisdiction; and
"Venue"means the venue of the Event as stated on the Booking Form.

39.2The clause headings are included for convenience only and shall not affect the interpretation of this Agreement.
39.3A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.
39.4A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
39.5Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender shall include a reference to the other genders.
39.6A reference to any Party shall include that Party's personal representatives, successors and permitted assigns.
39.7A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and a reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
39.8A reference to writing or written includes email.
39.9A reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference to this Agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this Agreement) from time to time.
39.10References to clauses are to the clauses of this Agreement.
39.11Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
39.12Any obligation in this Agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.
40.Application
40.1The completion, signing and return of the Booking Form to the Organiser by the Sponsor will constitute an offer by the Sponsor to sponsor the Event upon these Conditions.
40.2If the Organiser accepts the Sponsor's offer, it shall sign the Booking Form and return it to the Sponsor. The Agreement between the Parties shall come into effect on the date the Booking Form has been signed by the Organiser.
40.3In the event of a dispute between these Conditions and any provision of the Booking Form, the provisions of the Booking Form shall prevail over these Conditions.
41.Payment
41.1The Sponsor shall pay the Total Price to the Organiser together with any applicable VAT due in respect of that Total Price in accordance with the following provisions.
41.2Payment may be made by cheque, credit card, debit card, bank transfer, or any other payment method offered by the Organiser from time to time.
41.3The Total Price will be invoiced by the Organiser as follows and will become due immediately upon receipt:
41.3.1an invoice for a 20% deposit of the Total Price (including VAT but excluding the E-registration fee), plus the E-registration fee (including VAT) if applicable, will be issued immediately;
41.3.2an invoice for a further 40% of the Total Price, will be issued approximately 7 months before the Event or, if the Booking Form is signed later than that date, immediately; and
41.3.3an invoice for the final 40% of the Total Price, will be issued approximately 4 months before the Event or, if the Booking Form is signed later than that date, immediately.
41.4In the event that the agreed terms of payment on the Booking Form differ from those set out in this clause 3, the terms of payment on the Booking Form take precedence.
41.5If any payment is overdue from the Sponsor, the Organiser reserves the right to (in its sole discretion):
41.5.1suspend performance in respect of the Agreement; and/or
41.5.2levy a reasonable charge to reflect the additional administrative costs involved in collection of such debts, together with the costs and charges of any debt collection agency used.
41.6The Sponsor will not be allowed to exercise the Sponsor Rights if any payment is outstanding at the first day of the Event.
42.Cancellation by Sponsor
42.1Where the Sponsor has sponsored the previous version of the Event (the "Previous Event") and is rebooking Sponsor Rights under the terms of a rebooking offer, the Sponsor will be entitled to cancel this Agreement, without any payment in respect of the Event, within 21 days of the close of the Previous Event.
42.2The Sponsor shall be entitled to cancel the booking on notice to the Organiser, in which case the following cancellation charges (the "Cancellation Charges") shall apply. Any notice of cancellation must be in writing addressed to the Managing Director of the Event at the address of the Organiser and will be effective when received by the Organiser.

Cancellation effectiveCancellation Charge
More than 9 months prior to the first day of the Event20% of the Total Price
More than 6 months and less than 9 months prior to the first day of the Event60% of the Total Price
Less than 6 months prior to the first day of the Event100% of the Total Price

42.3The Organiser shall also be entitled to treat the following as notice of cancellation by the Sponsor:
42.3.1the Sponsor cancels a direct debit payment; or
42.3.1the Sponsor fails to make a payment under clause 3on the due date,
such notice to be effective from the date that the Organiser notifies the Sponsor of the same, in which case the Cancellation Charges set out in clause 4.2 shall apply.
42.4The Organiser will invoice the Sponsor for the appropriate Cancellation Charge which will be payable within 30 days of the invoice date. Where cancellation occurs pursuant to clause 4.3, the amount headed Cancellation Charge will be payable as liquidated damages, which the Sponsor accepts as representing a fair estimate of the loss suffered by the Organiser and is in lieu of any other claims that the Organiser may have for the cancellation, including amounts due under clause 3. The Organiser will credit the Sponsor with any amounts already paid by the Sponsor and retained by the Organiser.
43.Sponsor Representative
The Sponsor must name on the Booking Form at least one person to be its Sponsor Representative in connection with all matters concerning the Sponsor and the Event. The Sponsor Representative is deemed to be authorised by the Sponsor appointing him/her to enter into other contracts with the Organiser or its agents as the Sponsor Representative considers necessary in connection with the Event and such contracts shall be binding on the Sponsor.
44.Exercising the Sponsor Rights
44.1All Sponsor Materials must be approved by the Organiser in writing prior to the Event, in accordance with clause 7.
44.2The Sponsor warrants and undertakes that:
44.2.1it has, and will continue to have throughout the Term, full right and title and authority to enter into this Agreement and to accept and perform the obligations imposed on it under this Agreement;
44.2.2it will exercise the Sponsor Rights strictly in accordance with the terms of this Agreement and in accordance with all applicable laws and regulations;
44.2.3to the extent that the Sponsor is granted the right to use the Intellectual Property Rights of the Organiser, it will use such Organiser Intellectual Property Rights solely in the manner and form stipulated by the Organiser;
44.2.4it will not exercise the Sponsor Rights in such a manner that confusion may arise in the minds of the public as to the products and/or services for which the Sponsor has been granted the Sponsor Rights;
44.2.5it will not exploit the Sponsor Rights with a third party or use them in a manner that may cause confusion in the minds of the public as to the identity of the entity to whom the Sponsor Rights have been granted.
44.2.6it will promptly observe and comply with all reasonable instructions, directions or regulations issued by or on behalf of the Organiser in relation to the exercise of the Sponsor Rights; and
44.2.7it will use its reasonable endeavours to ensure that neither it nor any of its directors, employees, or other members of staff makes any defamatory or derogatory statements or takes part in any activities or use the Sponsor Rights in any manner which might be derogatory to or is or might otherwise be detrimental to the reputation, image or goodwill of the Organiser and/or the Event.
44.3If the Sponsor Rights include the right for the Sponsor to advertise at the Event itself or on the Event website or otherwise, the following additional terms shall apply:
44.3.1the size and positions of any Sponsor logos or other Sponsor Materials on signage, advertisements, printed materials, websites and electronic communication will be at the sole discretion of the Organiser;
44.3.2if any dispute arises as to the allocation of space, or as to the extent of any extra space deemed by the Organiser to be occupied by the Sponsor beyond that allocated, the decision of the Organiser shall be final;
44.3.3if, in the opinion of the Organiser, the Sponsor's advertising extends beyond the allocated space, the Organiser may, at its sole discretion, charge the Sponsor for the extra space occupied at the prevailing rate; and
44.3.4the Organiser may take any action that in deems necessary with regard to the positioning or construction of the Sponsor Materials if, in the Organiser's reasonable opinion, this would be in the best interests of the Event or there is any health or safety risk to the Organiser's staff, agents, exhibitors or visitors.
44.4If the Sponsor Rights include the provision of certain details concerning attendees of the Event by the Organiser to the Sponsor, then, subject always to Data Protection Regulations, the Organiser will provide to the Sponsor the registration details it holds for such attendees of the Event to be used by the Sponsor and the Sponsor agrees to use such details only in compliance with Data Protection Regulations.
45.Approval of Sponsor Materials
45.1The supply by the Sponsor to the Organiser of the designs for the Sponsor Materials within the deadlines specified by the Organiser is the sole responsibility of the Sponsor, and time shall be of the essence for this purpose. In the event that such Sponsor Materials are not received by the Organiser by the applicable deadlines the Organiser reserves the right in its absolute discretion: (a) to repeat standing Sponsor Materials or otherwise to determine the Sponsor Materials that are published or displayed; (b) to charge the Sponsor for any extra costs directly incurred by the Organiser as a result of late receipt; and/or (c) to exclude the Sponsor Materials from printed or display material.
45.2Subject to compliance by the Sponsor with clause 7.1, the Organiser will not unreasonably withhold its approval of any Sponsor Materials. Unless and until such time as the Organiser provides its express written approval, all Sponsor Materials shall be deemed not to be approved – there shall be no deemed approvals.
45.3The Sponsor will not manufacture, distribute, issue, publish, circulate or otherwise make use of any Sponsor Materials without the prior written approval of the Organiser. In the event that at any time any Sponsor Materials fail to conform to any approved representative sample, artwork or other submission, the Sponsor shall forthwith, upon realising the error or else upon notice from the Organiser (and without prejudice to any other rights or remedies the Organiser may have in respect of the same), withdraw any and all such Sponsor Materials from circulation as soon as practicable.
46.Intellectual Property
46.1Subject to clause 8.2, the Sponsor acknowledges that all Intellectual Property Rights held by the Organiser together with any goodwill attaching thereto shall remain the sole property of the Organiser, and that nothing in this Agreement licenses or otherwise grants the Sponsor the right to use any Organiser Intellectual Property Rights in any way without the express prior written consent of the Organiser. Should any rights, title or interest in or to the Organiser Intellectual Property Rights or any goodwill arising out of the use thereof become vested in the Sponsor (by the operation of law or otherwise), the Sponsor shall hold the same on trust for and shall at the request of the Organiser unconditionally assign free of charge any such right, title, interest or goodwill to the Organiser and execute any documents and do all acts reasonably required by the Organiser for the purpose of confirming such assignment.
46.2The Sponsor grants to the Organiser a non-exclusive, royalty-free licence to use, during the Term, the Sponsor's name and logo in order to promote and advertise the Event and perform its obligations to the Sponsor under this Agreement.
46.3The Sponsor agrees and consents to the use of and reproduction by or on behalf of the Organiser (and its licensees) of the Sponsor's name and the Sponsor Materials in any audio, visual and/or audio-visual or electronic recordings of the Event, by all or any means and in all or any form of media whether now known or hereafter to be invented (including in connection with the Event website) throughout the world in perpetuity for the purposes of advertising, merchandising and publicity of the Event and other similar events operated by the Organiser.
47.Requirements of Superior Authorities
The Sponsor shall comply with all requirements imposed on the Organiser or Sponsor by the owners, proprietors or managers of the Venue, or any municipal or other competent authority. In addition the Sponsor shall comply with any notice of such requirements given to the Sponsor by the Organiser.
48.Prohibited Activities
48.1If it appears to the Organiser that the Sponsor may be engaged in activities which are deemed by the Organiser in its absolute discretion to be in breach of this Agreement or contrary to the best interests of the Organiser and/or the Event, or which appear to the Organiser in its absolute discretion unethical or in breach of any law or regulation, the Organiser may cancel any Sponsor Rights that may have been granted to the Sponsor, whether in the Booking Form or otherwise, and require the Sponsor forthwith to: (i) remove any Sponsor Materials in place at the Event; (ii) vacate the Event; and (iii) refuse the Sponsor the right to participate further in the Event, without the Organiser being under any liability to refund or abate any charges paid or payable in respect of this Agreement.
48.2To the fullest extent permitted by law the Organiser will not be liable for any direct or indirect loss, including loss of revenue, loss of goodwill, excess costs or consequential loss suffered by the Sponsor, its employees, visitors, customers, staff, agents or contractors however so arising resulting from an exclusion under clause 10.1.
49.Limitation of Liability
49.1Other than as expressly stated in this Agreement, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded.
49.2Nothing in these Conditions limits or excludes the liability of the Organiser for death or personal injury resulting from negligence or fraud or fraudulent misrepresentation.
49.3Subject to clauses 11.1 and 11.2, the Organiser shall not be liable for: (i) loss of profits; (ii) loss of business; (iii) depletion of goodwill and/or similar losses; (iv) loss of anticipated savings; (v) loss of goods; (vi) loss of contract; (vii) loss of use; (viii) loss due to corruption of data or information; or (ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses ((i) to (ix) together being "Losses"), whether or not the Organised was advised of the possibility of such loss by Sponsor or any third party, whether or not the Organise was advised of the possibility of such loss by the Sponsor or any third party.
49.4Subject to clauses 11.1 and 11.2, the Organiser's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Agreement and/or the Event shall be limited to the Total Price.
49.5The Organiser retains the right to dispose of any property of the Sponsor that is not collected within a reasonable time following conclusion of the Event. The Sponsor will be liable for any costs incurred in such disposal.
50.Indemnity
50.1The Sponsor shall hold the Organiser and each of its Affiliates (the Organiser and its Affiliates together being the "Indemnified Parties" and each an "Indemnified Party") harmless and indemnify them and their employees and agents against:
50.1.1any claims by third parties, including for libel, defamation and breach of Intellectual Property Rights or Data Protection Regulations, arising from the actions or omissions of the Sponsor in connection with the Event or in any way related to the Sponsor's participation in the Event; or
50.1.2any liability, costs, expenses or losses (including Losses) incurred or sustained by an Indemnified Party arising directly or indirectly from the Sponsor's fraud, negligence or failure to perform or delay in the performance of any of its obligations under this Agreement, except where incurred or sustained by an Indemnified Party as a result of any damage or injury caused by that Indemnified Party or official contractors appointed by that Indemnified Party.
50.2For the purpose of this clause 12, references to a Sponsor's fraud, negligence or failure to perform or delay in the performance of any of its obligations under this Agreement include any such fraud, negligence, failure to perform or delay in performance by the Sponsor's employees, agents or contractors.
51.Insurance
Without limiting any other obligation or liability of the Sponsor under this Agreement, the Sponsor shall effect and maintain throughout the Term insurance policies with a reputable insurance provider to cover the liabilities that may arise under or in connection with this Agreement and shall, on the Organiser's request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.
52.Cancellation or termination of the Event
52.1The Organiser shall have no liability to the Sponsor if the Organiser cancels, postpones or re-sites the Event, or reduces the planned period for preparation, display or dismantling the Event, due to an event of Force Majeure or because the Organiser ceases to have the right to hold the Event, in which case the Organiser shall not be liable to refund any amount paid to the Organiser by the Sponsor.
52.2If the Organiser decides to re-site the Event to another venue or change the dates for reasons other than those stated in clause 14.1, and the Sponsor is unwilling to be re-sited at the new venue or participate on a different date, it must give notice to the Organiser of such unwillingness within 14 days of being notified of the change by the Organiser. In such circumstances the Organiser shall make a full refund of the Total Price to the Sponsor. The Organiser shall not be liable for any Losses of the Sponsor arising from such re-siting or such unwillingness to be re-sited.
52.3If the Organiser cancels the Event other than for reasons as set out at clause 14.1 the Organiser shall make a full refund of the Total Price to the Sponsor.
53.Termination
53.1The Organiser may terminate this Agreement immediately on written notice if:
53.1.1the Sponsor is unable to pay its debts as a result of becoming the subject of insolvency, administration or bankruptcy or similar orders, notices, proceedings, resolutions or arrangements or by making a composition with its creditors or going into liquidation or being under the appointment of a receiver or administrator (or any analogous events in any other jurisdiction); or
53.1.2the Sponsor is in breach of any material terms of this Agreement and the breach is not capable of remedy, or if the breach is capable of remedy but the Sponsor has failed to remedy such breach within 14 days of receipt of notice to do so.
53.2The consequences of such termination by the Organiser are that the Sponsor's allocated space or other Sponsor Rights may be withdrawn and any other service rendered by the Organised may also be cancelled. Any such termination shall not oblige the Organiser to return to such Sponsor any amounts already paid to the Organiser in respect of this Agreement or relieve such Sponsor of its obligation to pay all amounts outstanding in respect of this Agreement to the Organiser.
54.Force Majeure
Notwithstanding the other provisions of this Agreement, the Organiser shall be under no liability for any failure, delay or omission on its part resulting from any event of Force Majeure.
55.Assignment and other dealings
55.1The Sponsor shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.
55.2The Organiser may at any time assign, transfer mortgage, charge, subcontract, delegate or declare a trust over any or all of its rights and obligations under this Agreement to any of its Affiliates or any third party or for the benefit of any person.
56.Confidentiality
56.1Each Party undertakes that it shall not at any time disclose to any person any Confidential Information of the other Party except as permitted by clause 18.2.
56.2Each Party may disclose the other Party's Confidential Information:
56.2.1to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Party's obligations under this Agreement. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party's Confidential Information comply with this clause 18; and
56.2.2as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority including any relevant securities exchange.
56.3No Party shall use any other Party's Confidential Information for any purpose other than to perform its obligations under this Agreement.
57.Announcements
The Sponsor shall not make, or authorise any person to make, any public announcement concerning this Agreement without the prior written consent of the Organiser (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
58.Entire agreement
58.1This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
58.2Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
59.Costs
Except as expressly provided in this Agreement, each Party shall pay its own costs incurred in connection with the negotiation, preparation, and execution of this Agreement and any documents referred to in it.
60.Variation
No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
61.Waiver
No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
62.Rights and remedies
The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
63.Severance
63.1If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 25 shall not affect the validity and enforceability of the rest of this Agreement.
63.2If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
64.No partnership or agency
64.1Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.
64.2Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
65.Further assurance
Each Party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement.
66.Notices
66.1Any notice given to a Party under or in connection with this Agreement shall be in writing and shall be:
66.1.1delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
66.1.2emailed to:
66.1.2.1for the Organiser, events@employeebenefits.co.uk
66.1.2.2for the Sponsor, the email address specified on the Booking Form.
66.2Any notice shall be deemed to have been received:
66.2.1if delivered by hand, on signature of a delivery receipt; or
66.2.2if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
66.3This clause 28 does not apply to the service of any proceedings or other documents in any legal action.
67.Counterparts
67.1This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
67.2Transmission of the executed signature page of a counterpart of this agreement by e-mail (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this Agreement. If either method of delivery is adopted, without prejudice to the validity of the agreement thus made, each Party shall provide the others with the original of such counterpart as soon as reasonably possible thereafter.
68.Third party rights
68.1Except as expressly provided in clause 30.2, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
68.2The Sponsor's obligations under this Agreement (including the indemnities at clause 12 and any other representations, warranties and undertakings) are given for the benefit of all Organiser Affiliates. It is intended that all Organiser Affiliates may enforce the benefits conferred on it under this Agreement in accordance with the terms of the Contracts (Rights of Third Parties) Act 1999.
68.3The rights of the Parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any other person.
69.Governing law
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the English law.
70.Jurisdiction
Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
71.Anti-Bribery
71.1The Sponsor shall:
71.1.1comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 ("Relevant Requirements");
71.1.2not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
71.1.3comply with the Organiser's anti-bribery and anti-corruption policies (available to the Sponsor on request) and the Organiser may update them from time to time ("Relevant Policies");
71.1.4promptly report to the Organiser any request or demand for any undue financial or other advantage of any kind received by the Sponsor in connection with the performance of this Agreement;
71.1.5ensure that all persons associated with the Sponsor or other persons who are performing services in connection with this Agreement comply with this clause 11.1; and
71.1.6within 2 months of the date of this Agreement, and annually thereafter, certify to the Organiser in writing, its compliance with this clause 11.1. The Sponsor shall provide such supporting evidence of compliance as the Organiser may reasonably request.
71.2Failure to comply with clause 33.1 may result in the immediate termination of this Agreement.