Exhibitor/sponsor terms and conditions

1.1. The Agreement for the non-exclusive sponsorship of the Event and/or booking of exhibition space at the Event by the Exhibitor/Sponsor (the “Agreement”) comes into effect when the Exhibitor/Sponsor fills in the booking form online.

2.1. When the booking form is returned, full payment of fees is due at the time of booking. Failure to do so shall entitle the Organiser to terminate the Agreement. Payments made by the Exhibitor/Sponsor to the Organiser shall be deemed to have been made when payment is received by the Organiser in cleared funds.

2.2. The Exhibitor/Sponsor shall be responsible for the settlement of contractors’ accounts in respect of items ordered in addition to those supplied by the Organiser under the Agreement. The Organiser reserves the right to make reasonable changes to the items which are due to be supplied to the Exhibitor/Sponsor for use during the Event if it has good cause to do so.

2.3. ISL shall invoice and be paid in pounds sterling. All charges associated with currency conversion of any payments into pounds sterling will be payable by the Exhibitor/Sponsor.

2.4. All sums payable to ISL under this Agreement:

    2.4.1. are payable immediately

    2.4.2. are exclusive of VAT, and the Exhibitor/Sponsor shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice where applicable and

    2.4.3. shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law) by the due date specified in the invoice.

2.3. Payments required to be made in connection with the sponsorship or booking shall be made in pounds sterling (£) and the Exhibitor/Sponsor shall be responsible for any related bank, currency conversion or other charges and expenses.

3.1. If the Event is affected by fire, flood, extreme weather conditions, violence, damage, strike, civil disturbance, political unrest, riot, labour dispute, power cut, pandemic, safety issues or other circumstances beyond the Organiser’s control, the Organiser may:

    3.1.1. change the date and/or venue of the Event or

    3.1.2. cancel it altogether.

3.2. If the date and/or venue of the Event is changed, the fees paid shall be applied to any rearranged Event and the Exhibitor/Sponsor waives all claims it might have for refunds, damages, or expenses.

3.3. If the Event is cancelled under clause 3.1 or if the Exhibitor/Sponsor rejects a change of date and/or venue, the Exhibitor/Sponsor will receive either a refund or credit note in respect of the fees received by the Organiser, subject to an administration charge equivalent to 10% per cent of the total amount of the fees due.

3.4. The Organiser may cancel the Event for commercial reasons in which case a full refund will be given.

3.5. The Exhibitor/Sponsor agrees that under the circumstances described in clauses above it will have no further claims against the Organiser and shall not be entitled to compensation.

4.1. The Exhibitor/Sponsor shall be entitled to have a stand, or such number of stands as previously agreed with the Organiser, at the Event, to be used for an exhibit of the Exhibitor/Sponsor throughout the Event.

4.2. The Exhibitor/Sponsor does not acquire any property rights under the Agreement but only a personal licence to occupy the stand(s) allocated to it by the Organiser during the Event.

4.3. The Organiser shall use reasonable efforts to allocate to the Exhibitor/Sponsor the stand(s) for which the Exhibitor/Sponsor has indicated a preference prior to the commencement of the Agreement; however, the Organiser does not promise that it will be able to do so. The Organiser will inform the Exhibitor/Sponsor of which stand(s) are allocated to it by not later than 5 business days.

4.4. The Organiser shall have the right to make reasonable changes to the layout, arrangement, and position of stand(s) at the Event and/or the Exhibitor/Sponsor’s exhibit at any time to the extent that such changes are reasonably required. The Exhibitor/Sponsor shall not be entitled to cancel the Agreement or obtain any refund or compensation whatsoever as a result of such changes.

4.5. The Exhibitor/Sponsor must ensure that all its stands are used for its exhibit at all times during the Event. The Event will be open to visitors during the times advertised and the Exhibitor/Sponsor’s exhibit must be ready at least one hour prior to the opening of the Event. Exhibits must be fully set up, staffed, and stocked at all times and no exhibit can be dismantled, packed away or removed until the Event has ended. The Organiser may reallocate any stands which are not used for any period of time, for use by other persons for a specified time or throughout the rest of the Event, and the Exhibitor/Sponsor shall not be entitled to any refunds or compensation.

4.6. The Exhibitor/Sponsor may place its own promotional material and merchandise on the stand, including the stand walls, but is not allowed to display promotional material or merchandise of other persons. The Exhibitor/Sponsor must not alter or tamper with the structure of the stand, including carpets, lights and surrounding areas and must ensure that nails are not used. Failure to conform with this clause will render the Exhibitor/Sponsor liable for any damage incurred. The Organiser reserves the right to remove any materials or literature considered to be of an obscene or objectionable nature and remove any exhibit it considers to be unsafe. Compensation will not be given.

4.7. The Exhibitor/Sponsor shall make good and indemnify the Organiser for any damage to the shell scheme (where applicable) or the premises by the Exhibitor/Sponsor, his agents, contractors, or employees.

4.8. The Exhibitor/Sponsor must ensure that all its exhibits and other items are removed from the premises by the date and times specified in the joining instructions unless the dates of the Event are changed in accordance with the provisions contained herein, in which case the Organiser shall establish a new time and date for exhibits and items to be removed from the premises. The Exhibitor/Sponsor shall indemnify the Organiser for all costs and expenses incurred by it in storing and handing the Exhibitor/Sponsor’s exhibits or other items and for any other expenses incurred by the Organiser as a result of the Exhibitor/Sponsor’s failure to remove the exhibit on time.

5.1. If the Exhibitor/Sponsor does not use any one stand allocated to it by the Organiser, the Organiser will have absolute discretion to deal with the stand as it thinks fit, without being under any liability to refund or abate any charges paid or due, and the Exhibitor/Sponsor shall be liable to pay to the Organiser.

    5.1.1. If the Exhibitor/Sponsor gives notice in writing to the Organiser of its intention not to use a stand at least 4 weeks before the start of the Event, an administration fee of £50 +VAT per stand will apply.

    5.1.2. If the Exhibitor/Sponsor does not give notice as described in 5.5.1 above, the charge of £100 +VAT will apply.

6.1. Canvassing for orders and the distribution or display of printed materials, except by the Exhibitor/Sponsor on its own stand, is prohibited. If this clause is breached the said display/printed materials may be confiscated by the Organiser. Any breach of this clause shall entitle the Organiser to terminate the Agreement with immediate effect and the Exhibitor/Sponsor shall not be entitled to any refund or abatement of fees paid or due.

6.2. The Exhibitor/Sponsor must ensure that any sound coming from their stand is kept to a volume that does not cause any annoyance to other Exhibitor/Sponsors. In case of any dispute, the Organiser’s decision is final.

7.1. The Organiser grants to the Exhibitor/Sponsor, who accepts, a licence to use such trademarks (together with any associated artwork, design, text, and other collateral marketing signs) belonging to and/or used by the Organiser in connection with the Event as the Organiser may designate in writing (the “Event Marks”), solely for the purpose of promoting the Event and in accordance with instructions given by the Organiser at any time.

7.2. The Event Marks may not be used in a context which the Organiser may consider misleading, inappropriate or which could potentially bring IOSH into disrepute.

7.3. The Exhibitor/Sponsor may not sub-license or assign any of its rights to use the Event Marks.

7.4. The Exhibitor/Sponsor shall withdraw and not use any material containing Event Marks after the . Event.

7.5. The Exhibitor/Sponsor grants to the Organiser and IOSH a worldwide royalty-free licence to use the Exhibitor/Sponsor’s trademarks for the purpose of promoting the Event. The Organiser may sub-license the right to use the Exhibitor/Sponsor’s trademarks to the extent required for promoting the Event. The Exhibitor/Sponsor undertakes to provide the Organiser with copies of its trademarks in such format and quality as may be required by the Organiser and by not later than the date set by the Organiser. If the Exhibitor/Sponsor fails to provide the Organiser with its trademarks in accordance with this clause, the Exhibitor/Sponsor’s marks can be omitted from the Event’s marketing material and the Exhibitor/Sponsor will not be entitled to any compensation or refund.

8.1. The Exhibitor/Sponsor should ensure that all items on his stand are covered by full and comprehensive insurance and that valuables are locked away at all times. The Organiser, its agents, contractors, or employees shall not be responsible for any loss or damage to property suffered by the Exhibitor/Sponsor except to the extent that it results from their wilful misconduct or gross negligence. The Organiser shall not be liable for the acts or omissions of its agents, contractors, or employees except to the extent that they are acting on its instructions.

8.2. The Exhibitor/Sponsor confirms that it shall at its cost arrange a comprehensive insurance policy, for:

    8.2.1. public liability during the course of the Event, in respect of items owned or controlled by the Exhibitor/Sponsor, which, in respect of any individual claim is not less than £5,000,000

    8.2.2. employer’s liability, at all times, with a cover of £10,000,000

    8.2.3. loss, theft, or damage to any of items owned or controlled by the Exhibitor/Sponsor and

    8.2.4. loss, damage, or claim arising directly or indirectly by the public's use of the items described in above.

8.3. The Exhibitor/Sponsor shall ensure that all contractors engaged by it in connection with the Event have insurance cover which is at least equivalent to the requirements contained in clauses 8.1 and 8.2 above. The Exhibitor/Sponsor shall provide, and shall ensure that its contractors provide, evidence of such insurance to the Organiser upon request.

9.1. Nothing in these terms and conditions shall limit or exclude a Party's liability for death or personal injury; fraud or fraudulent misrepresentation; or any other liability which cannot be limited or excluded by applicable law.

9.2. Subject to clause 9.1, the Organiser, its agents, contractors or its employees shall in no case be liable to the Exhibitor/Sponsor, whether in contract, tort (including negligence) or otherwise for loss of: revenue or anticipated revenue; business opportunity; profits or anticipated profits; indirect or consequential losses.

9.3. The Organiser's maximum aggregate liability in contract, tort (including negligence) or otherwise, however arising, under or in connection with the Agreement shall be limited to the amount of fees actually paid by and which have not already been refunded to the Exhibitor/Sponsor.

10.1. The Organiser may terminate the Agreement with immediate effect if the Exhibitor/Sponsor:

    10.1.1. fails to pay any amount due to the Organiser on the due date for payment;

    10.1.2. becomes bankrupt, goes into liquidation, commences negotiations with creditors with a view to rescheduling any of its debts, has a receiver appointed in its regard, or any similar procedure is initiated

    10.1.3. commits a material breach of any other term of the Agreement and (if the breach is remediable) fails to remedy such breach within five business days after being notified, whether verbally or in writing, to do so. However, this five business day period will be reduced to one (1) day if the Organiser calls upon the Exhibitor/Sponsor to remedy the breach during the Event or within two days from the start of the Event or

    10.1.4. repeatedly breaches any of the other terms of the Agreement in such a manner as to justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement.

10.2. Upon termination of the Agreement any obligations of the Exhibitor/Sponsor which are required to be performed at the end of the Event shall become due for performance from the moment of termination.

10.3. The Exhibitor/Sponsor shall not be entitled to any refund or abatement of fees paid or due.

The Exhibitor/Sponsor shall defend and indemnify the Organiser against any liability arising from any cause whatsoever in connection with the participation at the Event by the Exhibitor/Sponsor, its agents, contractors or employees. The Exhibitor/Sponsor must ensure that it has adequate insurance to cover all liabilities.

12.1. If the Exhibitor/Sponsor is in breach of any of the terms and conditions contained herein, the Organiser reserves the right, without notice to the Exhibitor/Sponsor, to offer any stands allocated to the Exhibitor/Sponsor to another person or use such stands in any manner it deems fit. This shall not be construed as affecting the responsibility of the Exhibitor/Sponsor to pay the full amount due under the Agreement.

12.2. Nothing in the 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.

12.3. No variation of the Agreement shall be effective unless it is in writing and signed by the Parties.

12.4. The Agreement is personal to the Exhibitor/Sponsor who shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement.

12.5. No failure or delay by the Organiser to exercise any right or remedy provided under the 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.

12.6. If any provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the least extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. All other provisions shall remain valid and enforceable.

12.7. Save as otherwise provided elsewhere, any notice or other communication given to a Party in connection with the Agreement shall be in writing and delivered by hand or by pre-paid first-class post or other next working day delivery service or by email, to the address indicated in these terms and conditions or the Acceptance Form.

12.8. Any notice or communication shall be deemed to have been received at the Organisers registered address if:

    12.8.1. delivered by hand, on signature of delivery receipt

    12.8.2. sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the earlier of the second Business Day after posting or the time recorded by the delivery service and

    12.8.3. sent by email to events@iosh.com, on acknowledgement of receipt.

A “Business Day” is a day other than a Saturday, Sunday, bank holiday or public holiday in England.

12.9. The 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 law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction.