1. Scope of Agreement
- 1.1 This Agreement is between the Company as set out in the Booking Form (“You”) and Global Business Promotions Limited (“GBP”, “we”, “us” and “our”) (together ‘the parties’), and governs your use of our services, including the Meeting Package as set out in the Booking Form.
- 1.2 This Agreement constitutes the entire agreement between the parties. Each party acknowledges that in entering into this Agreement it does not rely on 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.
- 1.3 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
- 1.4 This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
2. Our Commitment To You
- 2.1 We will arrange the number of Meetings as set out in the Booking Form with prospective third party buyer companies from our final list. We will provide you with a detailed schedule of Meetings not less than one week prior to the Exhibition, subject to clause 5.8. We reserve the right to alter Meeting schedules due to unforeseen circumstances, or such changes outside of our control, without liability to you.
- 2.2 You may request additional meetings (‘Appointments’) with such other specific Exhibition delegates with us, and whilst we will use reasonable endeavours to arrange such Appointments, we have no liability to you in the event the Appointments are unconfirmed or otherwise cancelled.
- 2.4 We reserve the right to solely determine the timing, theme, nature, scope, variation, and content of seminars and presentations to be held during the Exhibition.
- 2.5 In the event the Exhibition is cancelled for any reason, or the location and/or venue changes for reasons or circumstances beyond our control, we reserve the right to reschedule the Exhibition, including changing the location and/or venue, upon written notice to you, and without liability to you. Should the Exhibition not be rescheduled for any reason, any reimbursement you may be entitled to shall not exceed the payment(s) received by us from you (less any reasonable expenses incurred by us).
3. Your Obligations
- 3.1 You shall provide to us in writing the names and details of your Company Delegates (‘Confirmed Delegates’) no less than 8 weeks prior to the date of the Exhibition.
- 3.2 Only Confirmed Delegates may attend the Exhibition. You acknowledge and agree that it is your sole responsibility for the attendance of Confirmed Delegates. You further acknowledge and agree that we are not liable to you for any reimbursement or refund in respect of Confirmed Delegates that fail or only partially attend the Exhibition (including Meetings and Appointments).
- 3.3 You shall, at all material times, be responsible and liable for your Confirmed Delegates (including their costs and expenses), including but not limited to their behavior, compliance with this Agreement, insurances (including, but not limited to travel insurance, personal effects and personal insurance), vaccination requirements, visa requirements, travel, flights and transfers, accommodation, hotel and bar bills, hotel extras, and any and all costs or expenses associated with their attendance at the Exhibition. Furthermore, the Exhibition shall be delivered in the English language, and therefore should you require interpretation such arrangements are at your sole expense and liability.
- 3.4 You shall provide a 150-word (maximum) Catalogue and Website Entry by such date as solely determined by us, and in any event no less than 8 weeks prior to the date of the Exhibition.
- 3.5 You warrant and represent to us that your Catalogue and Website Entry will not comprise content that is unlawful, whether in the United Kingdom or such territory in which the Exhibition is held, including but not limited to content that is defamatory, obscene, false, misleading, infringes any intellectual property rights, or rights of any person.
- 3.6 Neither you nor any of your Confirmed Delegates is permitted to arrange or attempt to arrange any function, meeting, or other appointment (“arrangements”) with any other Exhibition third party buyer during the Exhibition, unless otherwise approved and confirmed by us in advance in writing. Such unauthorised arrangements shall constitute a material breach of this Agreement.
4. Limitation of Liability
- 4.1 You acknowledge and agree that we have not provided you with any guarantees under this Agreement in respect of the Exhibition.
- 4.2 Nothing in this Agreement limits any liability which cannot legally be limited, including liability for:
- (i) death or personal injury caused by negligence; and
- (ii)fraud or fraudulent misrepresentation.
- 4.3 Without prejudice to clause 4.2, this Agreement specifically excludes:
- (i) loss of profits;
- (ii) loss of sales or business;
- (iii) loss of agreements or contracts;
- (iv) loss of anticipated savings;
- (v) loss of use or corruption of software, data or information;
- (vi) loss of or damage to goodwill;
- (vii) damage to reputation;
- (viii) indirect loss; and
- (ix) consequential loss.
- 4.4 You acknowledge and agree that our total liability to you under this Agreement (without prejudice to Schedule 1) shall not exceed the total payment received from you as relevant and in connection with the Exhibition.
- 4.5 Types of loss and specific losses not excluded under this Agreement includes:
- (i) such additional cost and/or losses incurred by us in respect of Appointments;
- (ii) such losses incurred by us arising out of or in connection with any third-party claim against us which has been caused by the act or omission of you. For these purposes, third party claims shall include demands, fines, penalties, actions, investigations or proceedings, including but not limited to those made or commenced by subcontractors, Confirmed Delegates, regulators and our clients; and
- (iii) such losses incurred by us arising out of or in connection with any third-party intellectual property claim against us which has been caused by the act or omission of you.
- 4.6 Further to clause 4.5 you agree to indemnify and hold us (including any and all of our officers, employees and agents) harmless from and against all and any claims, liabilities, expenses, losses, costs or damages incurred or suffered by us under this Agreement, and any other claims or legal proceedings which are brought or threatened, in each case arising from any violation or infringement of third-party rights.
- 5.1 The Total Cost set out in the Booking Form is subject to a service charge of 7.5% (“Service Charge”) as applied to the Total Cost to cover administration costs.
- 5.2 Our payment terms are no more than 28 days from the date of our invoice. In any event you acknowledge and agree that it is your sole responsibility to complete any and all formalities required by us (including and not limited to payment) in good time prior to the Exhibition (as solely determined by us from time to time) in order to secure your booking for the Exhibition.
- 5.3 Payments received: (i) less than between 8 and 4 weeks prior to the Exhibition may be subject to an additional late payment fee (“Late Payment Fee”) of 7.5%; and (ii) less than 4 weeks prior to the Exhibition may result in us cancelling your Booking Form, whereupon we will reimburse your payment less an additional late handling fee (“Late Handling Fee”) of 7.5%. Furthermore and for the avoidance of doubt this clause 5.3 shall be subject to clause 6 in any event.
- 5.4 We shall not be liable to you in the event that payments are not received in accordance with clause 5.2.
- 5.5 You further acknowledge and agree that our receipt of your payment(s) shall constitute your acceptance of this Agreement in the absence of you signing and returning this Agreement to us.
- 5.6 Time of payment by you to us is of the essence. For the avoidance of doubt time is not of the essence for any other obligation in this Agreement.
- 5.7 Your detailed schedule of Meetings may not be issued to you until we have received the signed Agreement, payment, and receipt of the names of your attending Executive(s) in accordance with our timescales as relevant for the Exhibition.
- 5.8 All sums set out on the Booking Form, including the Total Cost, are exclusive of VAT and any other applicable sales tax and local law taxes, which shall be payable by you in addition.
- 6.1 You may cancel any part of your attendance at the Exhibition at any time, and reimbursement by us to you of any payment(s) shall be subject to the following:
- (i) receipt by us of your written cancellation on 12 weeks’ notice or less prior to the start date of the Exhibition will result in 100% forfeiture by you of any payment(s) made to us;
- (ii) receipt by us of your written cancellation on more than 12 weeks’ notice but less than 24 weeks’ notice prior to the start date of the Exhibition will result in 60% forfeiture by you of any payment(s) made to us;
- (iii) receipt by us of your written cancellation on 24 weeks’ notice or more will result in 40% forfeiture by you of any payment(s) made to us.
- 6.2 Any reimbursement authorised by us or due under this Agreement, may be subject to the deduction of any Service Charge, Late Payment Fee, Late Handling Fee, and any other reasonable costs and expenses incurred by us, as solely and reasonably determined by us.
- 6.3 For the purposes of clause 6.1, ‘cancellation’ shall also include the non-attendance of any Meeting or Appointment by any Confirmed Delegate.
- 7.1 You may not transfer or assign any of the rights or obligations of this Agreement (in whole or part) without our prior written consent.
- 7.2 We are subject to the UK Data Protection Act 2018 (“Act”) and are registered in accordance with the Act. Accordingly you are required to enter into our Data Processing Agreement at Schedule 1, which shall form part of this Agreement.
- 7.3 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
- 7.4 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between either 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.
- 7.5 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
- 7.6 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.