30th & 31st October 2019 | ArenaMK | Milton Keynes
Terms of Sponsorship Contract – Meatup 2019
InterpretationIn these Conditions and the Rules and Regulations unless there is something in the subject or context inconsistent therewith:-
“Additional Services” means the supply of electricity, power, gas, telephone, water and/or compressed air by the Approved Contractor.
“the Allocated Space” means the space or sponsorship specified in the Reservation Details or such other space of equal size which the Organiser may reasonably specify from time to time and include references to any part or parts of the Allocated Space and to the Fittings or any of them.
“Approved Contractor” means the contractor nominated by the Owner and/or the Organiser to provide the Additional Services.
“the Authority” means any body empowered to make regulations in respect of the Exhibition and/or the Premises.
“the Building” means the exhibition hall(s) wherein the Exhibition is taking place.
“Consent” means a written consent before the act or event in question
“Contract” means the contract to exhibit at the Exhibition made between the Organiser and the Exhibitor.
“the Contractor” means any person, firm or company engaged by the Exhibitor in connection with the preparation of the Allocated Space, the construction, installation and dismantling of the Stand and the installation and removal of any Exhibits.
“Exhibition” means the exhibition specified in the Contract.
“the Exhibitor” means the person named in the Contract and includes, where the context permits, its employees, agents, contractors or representatives.
“Exhibits” means those exhibits to be situated at the Allocated Space as specified in the Reservation Details or such other exhibits to which the Organiser consents.
“Hire Charges” means the sum specified in the Reservation Details.
“The Open Period” means the period set out in the exhibitor handbook being the period during which the “Exhibition” is accessible by the public.
“the Organiser” means YPL Exhibitions and includes its successors and assigns.
“Owner” means the owner of the Premises and/or any superior landlord of the Organiser.
“Premises” means the Owner’s premises including the approaches, car parks, grounds and boundaries.
“the Reservation Details” means the list of particulars of various matters and headed “Reservation Details”.
“Rules and Regulations” means the Organiser’s Rules and Regulations from time to time applicable to the Exhibition.
“Shell or Partial Shell” means the type of Stand to be provided on the Allocated Space by the Organiser.
“Stand” means the stand to be installed on the Allocated Space. Words importing the singular number shall include the plural number and vice versa; words denoting any gender includes all genders; words denoting persons include firms and corporations and vice versa.
Licence The Organiser licences and the Exhibitor takes a licence to occupy the Allocated Space for the purpose of and duration of the Exhibition subject to these Conditions.
Sponsor’s Obligations The Sponsor must:-
Pay the Hire Charges in sterling plus VAT at current UK rate at the times and in the manner specified in the Reservation Details without any deduction or exercise of any right of set-off.
If the Hire Charges or other sums payable by the Sponsor shall at any time be in arrears for fourteen days after becoming due whether demanded or not paid to the Organiser in respect of the period from the date such charges became due until the date it is paid interest on such amount unpaid at a rate equal to four per cent (4%) per annum above the base rate for the time being of HSBC Bank Plc the amount of such interest to be enforceable by lien on the Exhibits or Sponsorship.
Pay the Organiser’s costs including VAT thereon of and in connection with all applications by the Sponsor for any consent or approval of the Organiser required by the terms hereof including those incurred in cases where a consent is refused or the application is withdrawn.
Pay and compensate the Organiser fully for any cost expense loss or damage incurred or suffered by the Organiser as a consequence of any breach of the agreements on the part of the Sponsor in these Conditions and to indemnify the Organiser from and against all actions claims and liabilities in that respect. For the avoidance of doubt the Sponsor shall pay any legal costs incurred by the Organiser as a consequence of any breach by the Sponsor on a Solicitor and own Client basis.
Pay and compensate the Organiser and the Owner for any cost, expense, loss or damage incurred or sustained by the Organiser, the Owner and their respective licencees, servants, employees, property or equipment or any other person attending the Exhibition caused by the negligence of the Sponsor, its agents, servants or employees.
If the Stand, Exhibits, Sponsorship or other goods and belongings of the Sponsor shall not have been removed from the Allocated Space on the date of expiration or sooner determination of the Contract;
- Pay to the Organiser a sum equal to the Hire Charges for the period from the end of the Exhibition or sooner determination of these Conditions until the Sponsor shall have removed all such goods from the Allocated Space;
- Pay to the Organiser any expenses incurred by the Organiser. Without prejudice to the above clause the Sponsorship shall be subject to a general lien in favour of the Organiser for all Hire Charges and other monies payable by the Sponsor to the Organiser pursuant to these Conditions. The Organiser shall be entitled to remove such goods and sell them and apply the proceeds in discharging the Sponsor’s liability to the Organiser. Any surplus less the reasonable costs of removal and sale shall be paid by the Organiser to the Sponsor. Comply with and procure that the Contractors, employees, servants, agents and licencees comply with the Rules and Regulations;
Comply with and procure that the Contractors employees, servants, agents and licencees comply with the rules and regulations made by the Owner (copies of which are available upon written request) and to keep the Organiser indemnified against any breaches thereof; Promptly settle all its liabilities incurred in connection with the Exhibition including but not limited to paying the charges for the Additional Services;
The Sponsor shall comply with all conditions, requirements and regulations of the Authority by which the operation of the Building is governed.
Sponsor’s Further Obligations The Sponsor must also:-
Occupy the Allocated Space personally for the purpose of the Exhibition and not assign sublet charge share or part with possession nor permit use or occupation by anyone else.
Keep all parts of the Allocated Space in good clean, repair and condition (fair wear and tear and damage by any risks against which the Organiser or the Owner insures only excepted unless the relevant policy of insurance shall have been rendered void or voidable or payment of the whole or part of the insurance moneys refused in consequence of some act or default on the part of or suffered by the Sponsor)
Clean the Allocated Space and remove all rubbish and debris at the end of the Exhibition and each day thereof or sooner if required.
If applicable, preserve the Shell or Partial Shell from being destroyed or damaged and make good pay for repair or replace with articles of a similar kind and of equal value such of the Shell or partial Shell as shall be destroyed lost broken or damaged (damage by accidental fire or other risk insured against by the Organiser or the Owner only excepted unless the relevant policy of insurance shall have been rendered void or voidable or payment of the whole or part of the insurance monies refused in consequence of some act or default on the part of or suffered by the Sponsor).
Permit the Owner, Organiser and all others authorised by them with or without workmen and others upon giving reasonable prior notice (but at any time in an emergency) to enter upon the Allocated Space at all reasonable times during the daytime for the purpose of examining the state and condition of the Allocated Space and the Stand and thereupon the Organiser may give to the Sponsor notice in writing of all dilapidations wants of repair cleansing amendment and restoration then found and which are the responsibility of the Sponsor hereunder and of all destruction loss breakage or damage of or to the Stands as the Sponsor shall be bound to make good then found and to require the Sponsor to repair cleanse amend and restore and make good the same respectively immediately after the service of such notice and if the Sponsor fails to execute the aforementioned within the said period then the Sponsor shall permit the Organiser to enter upon the Allocated Space and execute such work at the expense of the Sponsor and pay to the Organiser the proper expenses of any such work upon demand on a full indemnity basis.
Immediately after receipt of any notice given or order made by any Authority in respect of the Allocated Space give full particulars thereof to the Organiser and take all reasonable steps to comply with the same and join with the Organiser in taking such other reasonable action in relation to such notice or order as the Organiser may decide.
Give to the Organiser immediate written notice of any damage or destruction or loss happening to the Allocated Space, the Stand and/or Sponsorship or the Exhibits whether by fire or otherwise and if repairs become necessary for which the Sponsor does not accept liability forthwith to notify the Organiser thereof.
Deliver up to the Organiser the Allocated Space at the expiration or sooner determination of the Contract in such good clean state and condition and repair as aforesaid.
Acknowledge and comply with its responsibilities under the Health and Safety Acts.
Procure that any Stand and/or Sponsorship installed by the Contractor is erected, constructed and maintained to a reasonable and proper standard and in compliance with all regulations made by the Authority.
Remove its Stand and/or Sponsorship (excluding Shells or Partial Shell Stands or furniture belonging to the Organiser), without damage to the Building or Premises immediately after the close of the Exhibition.
Sponsor’s Restrictions The Exhibitor must not:-
Except with the Organiser’s consent:-
Remove the Shell or Partial Shell Stand erected on the Allocated Space.
Carry out any redecoration of the Building.
Erect or construct any structures including the Stand.
Create any nuisance or annoyance in the Allocated Space, Building or Premises nor permit any nuisance or annoyance to be so created.
Use the Allocated Space, Building or Premises for any purpose otherwise than for the Exhibition and in particular the Allocated Space, Buildings or Premises shall not be used by the Sponsor for any illegal obscene or immoral purpose (including but not limited to betting, gaming or gambling), in contravention or any statute regulation or bye-law, or in such way as to harm the reputation of the Organiser or the Owner.
Pull down alter add to or in any way interfere with the construction or arrangement of the Shell or Partial Shell Stand.
Do or permit or suffer to be done anything upon the Allocated Space which shall cause damage to or deterioration of the Allocated Space, Building or Premises. Remove Exhibits or Sponsorship from the Allocated Space until the end of the ‘Open Period’.
Organiser’s Obligations The Organiser agrees with the Sponsor that:-
The Sponsor paying the Hire Charges and performing and observing the obligations on the part of the Sponsor may quietly possess and enjoy the Allocated Space during the Exhibition without any lawful interruption from the Organiser.
It will, if applicable, install the Shell or Partial Shell Stand or Sponsorship on the Allocated Space using reasonable skill and care.
It will use its reasonable endeavours to organise and promote the Exhibition in such manner as they consider appropriate. The Organiser reserves the right to amend or vary the manner or methods of such organisation and promotion and any statement made by the Organiser as to visitor or exhibitor projections or methods or timing of promotions shall constitute only general indications of the Organiser’s promotion and organising strategy and shall not constitute a representation or warranty.
If the Allocated Space or any part thereof shall be destroyed or rendered unfit for use by fire or explosion or by reason of any defect or want of reparation in the Premises then the Hire Charges (or a fair proportion thereof according to the nature and extent of the damage and such Hire Charges or fair proportion thereof that have been paid less a fair share of the Organiser’s reasonable costs and expenses incurred in organising the Exhibition shall be refunded to the Sponsor by the Organiser) shall cease to be payable for so long as the Allocated Space or any part thereof shall remain unfit for use.
Insurance Neither the Organiser or the Owner will be responsible for the loss or damage of, or destruction by theft or fire or any other cause whatsoever of any Exhibit or Sponsorship.
The Sponsor agrees to undertake and insure in their full replacement value its Exhibits or Sponsorship. The Sponsor must not do anything to invalidate the Organiser’s or Owner’s insurance or which may cause the premium of any such policy to be increased.
The Sponsor will effect and maintain with an insurance company of repute during the Exhibition a policy of public liability insurance in respect of damage or injury caused by the negligence of the Sponsor, its employees, servants, agents or licencees in connection with the Sponsor’s obligations under these Conditions to any of the Owner, Organiser or others property together with damage to the Building and Premises in a sum of not less than £5,000,000.00 and to produce a copy to the Organiser at least one week prior to the start of the Exhibition.
The Sponsor will procure that the Contractor takes out public liability insurance against the same risks that it insures against in the sum of £5,000,000.00.
Liability The Organiser shall have no liability to the Sponsor for any loss, damage, costs, expenses or other claims for compensation arising from any information or instructions supplied by the Sponsor which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Sponsor.
Except in respect of death or personal injury cause by the Organiser’s negligence, or as expressly provided in these Conditions, the Organiser shall not be liable to the Sponsor by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of these Conditions, for any loss of profit or any indirect, consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Organiser, its servants or agents or otherwise) which arise out of or in connection with the Exhibition and the entire liability of the Organiser under or in connection with these Conditions shall not exceed the amount of the Hire Charges except as expressly provided in these Conditions.
The Sponsor shall pay and compensate the Organiser for any cost, expense, loss or damage incurred or sustained by the Sponsor caused by the Sponsor infringing the intellectual property rights of a third party.
Force Majeure The Organiser shall not be liable to the Sponsor or be deemed to be in breach of these Conditions by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Exhibition, if the delay or failure was due to any cause beyond the Organiser’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Organiser’s reasonable control:
Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any Authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Organiser or of a third party); power failure.
Termination This clause applies if:-
the Sponsor commits a breach of these Conditions and fails to remedy such breach within the time specified by the Organiser to rectify the same. For the avoidance of doubt the Sponsor accepts that it is reasonable for the Organiser to require the immediate remedy of a defect during the course of the Exhibition;
the Sponsor makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise for the purposes of amalgamation or reconstruction);
an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Sponsor;
the Sponsor ceases, or threatens to cease, to carry on business;
the Organiser reasonably apprehends that any of the events mentioned above is about to occur in relation to the Sponsor and notifies the Sponsor accordingly. If this clause applies then, without prejudice to any other right or remedy available to the Organiser, the Organiser shall be entitled to terminate the Contract or suspend performance of the Contract without any liability to the Sponsor and the balance of the Hire Charges shall immediately become due and payable notwithstanding any previous agreement to the contrary.
Cancellation and the Allocated Space The Contract may be cancelled by the Sponsor on condition that the Sponsor pays to the organiser the following cancellation charges:-
cancellation received after today’s date 50% of Hire but before 1st February 2019 Charges plus VAT
cancellation received after 1st February 2019 100% of Hire Charges plus VAT
If the Sponsor wishes to reduce the size of the Allocated Space it should apply in writing to the Organiser. The Organiser may in its absolute discretion elect to accept the request in which event the cancellation charges referred to above shall apply on a pro rata basis.
In the event that the Organiser is able to re-licence all or part of the Allocated Space then it shall not be obliged to reimburse all or part of the cancellation charges to the Exhibitor, which was subject to the cancellation.
The Organiser reserves the right to revise the layout of the Exhibition at any time. If as a result of the revision of the layout the Sponsor is allocated a different Allocated Space or if the Allocated Space is reduced in size then the Organiser will, if reasonably possible consult with the Sponsor before the new layout is finalised. If the Allocated Space is not changed as a result of the revised layout the Organiser is not obliged to consult with or obtain the consent of the Sponsor. In the event that the new Allocated Space is smaller than the space originally allocated to the Sponsor then the Organiser’s sole responsibility will be to refund part of the Hire Charges on a pro-rata basis. For the avoidance of doubt the Sponsor shall not be entitled to a refund of his charges if the Sponsor is allocated a new space of equal or greater size than the space originally allocated to it.
General The Organiser reserves the right to require the Sponsor to remove any exhibit if the Organiser in its absolute discretion considers that it is libellous, obscene, undesirable or detrimental to the Exhibition, other exhibitors or the general commercial interests of the Organiser or any other company from time to time forming part of the same group of companies of which the Organiser forms part of or that it infringes the rights of any third party.
Any changes or additions to these Conditions must be agreed in writing by the Organiser and the Sponsor.
The Organiser’s employees or agents are not authorised to make any representations concerning the Exhibition unless confirmed by the Organiser in writing. In entering into the Contract the Sponsor acknowledges that it does not rely on any such representations which are not so confirmed.
Any advice or recommendation given by the Organiser or its employees or agents to the Sponsor or its employees or agents as to the Exhibition which is not confirmed in writing by the Organiser is followed or acted upon entirely at the Sponsor’s own risk, and accordingly the Organiser shall not be liable for any such advice or recommendation which is not so confirmed. Further details about the Exhibition and advice or recommendations may be available on written request.
All special guests, presenters and performers appear subject to professional work commitments and the line-up is subject to change without notice. No refunds will be given if the advertised line-up changes or does not appear.
The Organiser may correct any typographical or other errors or omissions in any brochure, promotional literature, quotation or other document relating to the Exhibition without any liability to the Sponsor.
Please note that photographs and videos will be taken at this event for publicity purposes which may be used either during the event or over the post-event period. By attending this event as either a visitor, exhibitor or contractor, or in any other capacity, consent to use any images of attendees for promotional purposes by Yandell Media Group’s is implied. Such promotional use may include magazines, promotion literature, advertising, galleries, video coverage, social media, websites and poster artwork, and any other medium deemed appropriate by the organisers. Note: you are able to contact Yandell Media Group or YPL Exhibitions & Events in writing to withdraw your consent at any time.
The Sponsor will permit the Owner and Organiser to send information and other items by postal mail or courier, or email or fax relating to the Exhibition or future exhibitions as felt necessary by the Owner or Organiser.
The Organiser may at any time without notifying the Sponsor make any changes to the Exhibition which are necessary to comply with any applicable safety or other statutory requirements or which do not materially affect the Exhibition.
These Conditions the Rules and Regulations and the Contract constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing and sent by recorded delivery to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.
No failure or delay by the Organiser in exercising any of its rights under these Conditions shall be deemed to be a waiver of that right, and no waiver by the Organiser of any breach of these Conditions by the Sponsor shall be considered as a waiver of any subsequent breach of the same or any other provision.
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
English law shall apply to the Contract, and the parties agree to submit to the exclusive jurisdiction of the English courts.