SMARTER SHOWS (TARSUS) LTD TERMS AND CONDITIONS FOR PARTICIPATION AT Foam Expo
In these terms & conditions the following expressions shall, unless the context otherwise requires, have the following meanings:
“Additional Regulations” means the regulations issued by the owner of the Hall or otherwise applicable to the Exhibition/Event venue.
“Contract for Space” means the agreement between the Exhibitor/Sponsor and Smarter Shows (Tarsus) Limited that shall come into operation as set out in section 3.
“Event” broadly means Conferences, Award Functions, Parties, Dinner and other functions.
“Exhibition” means the event specified in the Contract for Space including any sectional Exhibition/Events associated with it.
“Online Exhibitor Portal” means the portal provided to the Exhibitor/Sponsor by Smarter Shows (Tarsus) Limited and containing specific regulations with regard to the manner and conduct of the Exhibition/Event.
“Exhibitor/Sponsor” means any person to whom space at the Exhibition/Event shall have been allocated under a Contract for Space and shall include all their staff, employees, agents, contractors, sub-contractors and workmen.
“Hall” means the Exhibition/Event hall/venue/location in which the Exhibition/Event takes place.
“Organiser” means Smarter Shows (Tarsus) Limited and/or others appointed by them to organise the event.
“Sponsor” means any person who is paying to have their name attached to an event or part thereof for promotional purposes.
“Space” means the space specified in the Contract for space on which a booth can be erected.
“Booth” means the booth erected on the Space.
2. TERMS AND CONDITIONS
These terms and conditions shall be deemed to include the Additional Regulations, the online exhibitor portal and any other terms and conditions or rules and regulations provided from time to time by Smarter Shows (Tarsus) Limited to the Exhibitor/Sponsor which are expressly stated to be construed as being incorporated herein.
3. DURATION OF EXHIBITION/EVENT
Details of Exhibition/Event hours are given in the online exhibitor portal. During these times the booths must always be manned by the Exhibitor’s staff.
4. CONTRACT FOR SPACE
Smarter Shows (Tarsus) Limited reserves the right to accept or reject any application from any potential Exhibitor.
A binding contract shall come into force only when a Booking Confirmation, signed by the Exhibitor, has been countersigned by Smarter Shows (Tarsus) Limited signifying acceptance; and such countersigned document is emailed to the Exhibitor.
5. OCCUPATION OF BOOTH
The Exhibitor shall be entitled to occupy the Space for the purpose of displaying their bona fide products for marketing and sale for the duration of the Exhibition/Event. Smarter Shows (Tarsus) Limited reserves the right to reject exhibitor display materials if, in its opinion it is likely to offend.
The Exhibitor shall not assign the benefit of the Contract for Space or sub-let the whole or part of the Space, without the written permission of Smarter Shows (Tarsus) Limited.
The Sponsor shall be entitled to the particular benefits, typically promotional, as described in the sponsorship contract.
The Exhibitor/Sponsor represents, warrants and undertakes to Smarter Shows (Tarsus) Limited that:
The Exhibitor/Sponsor has the full power, right and authority to enter into a contract for space or sponsorship.
The Exhibitor/Sponsor has the full power, right and authority to advertise or sell the Permitted Goods and Services, including without limitation all relevant intellectual property rights.
The Exhibitor/Sponsor will not copy or otherwise reproduce the online exhibitor portal or any other material provided by Smarter Shows (Tarsus) Limited or otherwise utilise or extract any information contained therein for any commercial purposes without the prior written consent of Smarter Shows (Tarsus) Limited.
The Exhibitor/Sponsor shall make payment to Smarter Shows (Tarsus) Limited in accordance with the payment terms set out in the Booking Confirmation.
Smarter Shows (Tarsus) Limited reserves the right to refuse to let the Exhibitor/Sponsor occupy the Space or attend the event if full payment by way of cleared funds has not received by the due dates.
9. SPACE NOT OCCUPIED
The Exhibitor/Sponsor must occupy the Space allocated to him by the show opening time on the first day of the Exhibition/Event as set out in the Online Exhibitor Portal. Any Exhibitor/Sponsor failing to do so will be deemed to have cancelled his space booking for the Space unless he serves written notice on Smarter Shows (Tarsus) Limited requesting the space to be kept allocated to him. In this event the terms and conditions relating to cancellation will apply and Smarter Shows (Tarsus) Limited may resell or reallocate the Space
The Exhibitor/Sponsor acknowledges that Smarter Shows (Tarsus) Limited shall not be held responsible for the failure of all or any other contracted Exhibitor/Sponsors to attend the Exhibition/Event or the failure of any number of attendees to attend the Exhibition/Event for any reasons.
Any Exhibition/Event Display Space/Sponsorship Contract or any acceptance thereof by Smarter Shows (Tarsus) Limited shall not be conditional on the presence or location of any other exhibitor at the Exhibition/Event or any other Exhibition/Event.
11. EXCLUSION OF PERSONNEL
Smarter Shows (Tarsus) Limited reserves the right in its absolute discretion to exclude or remove from the Exhibition/Event any person whose presence is or is likely to be undesirable. This right may be exercised such right notwithstanding that any such person is the employee, agent or contractor of the Exhibitor or otherwise in any way connected or associated with the Exhibitor.
12. UNDESIRABLE ACTIVITIES
If it appears to Smarter Shows (Tarsus) Limited that the Exhibitor may be engaged or intends to be engaged in activities which are deemed to be contrary to the best interests of the Exhibition/Event or which appear unethical or to be in breach of the law, Smarter Shows (Tarsus) Limited may without being under any liability to refund or abate any charges paid or due herein, cancel any booth the Space/sponsorship allocation which may have been made to the Exhibitor and require him forthwith to vacate the booth Space allocated to him and refuse the Exhibitor the right to participate further in the Exhibition/Event.
Canvassing for orders, except by the Exhibitor on his own booth in the normal course of his business is strictly prohibited and in any such case the right of expulsion referred to in paragraph 13 above will become available. The distribution or display by the Exhibitor of printed or other placards, handbills or circulars or promotional items or other articles except by the Exhibitor on his own display space is prohibited.
13. PROMOTION AND REPRESENTATIONS
Whilst Smarter Shows (Tarsus) Limited shall organise and promote the Exhibition/Event in such manner as it considers appropriate, it reserves the right to amend or vary the manner or methods of such organisation and promotion provided that the promotion of the Exhibition/Event/ is not materially reduced or affected and therefore any statements made by or on behalf of Smarter Shows (Tarsus) Limited as to audience projections or methods of timing of promotion shall constitute only general indications of its promotion and organising strategy and shall not amount to any representation or warranty;
14. GENERAL OBLIGATION OF THE EXHIBITOR/SPONSOR
The Exhibitor/Sponsor shall as appropriate:
at its own cost, occupy the booth or the Space, only appoint contractors approved by Smarter Shows (Tarsus) Limited for the erection and fitting out of the booth complete any necessary booth fitting works (in accordance with the separately issued booth fitting regulations), ensure the booth is appropriately dressed and maintained and that all exhibits are in position no later than the end of the installation period.
keep the booth appropriately dressed and maintained and all exhibits open to view and the booth adequately staffed continuously during the opening hours of the Exhibition/Event and not to dismantle the booth before the end of the Exhibition/Event.
remove all exhibits, structures, fittings, goods, rubbish and other items from the halls brought into the Hall or generated by the Exhibitor/Sponsor or by its contractors, servants, agents or invitees by no later than the end of the dismantling period.Smarter Shows (Tarsus) Limited reserves the right to charge any Exhibitor/Sponsor the penalty imposed by the Hall owner in cases where these rules are broken.
not do, cause, permit or suffer to be done anything which shall in the opinion of Smarter Shows (Tarsus) Limited constitute a nuisance or which may be an infringement of or contravene any licence held by Smarter Shows (Tarsus) Limited, the Hall owner or its appointed catering contractor and (without limitation) the Exhibitor/Sponsor shall ensure that sound levels emitted from the booth shall not exceed those levels which in the opinion of Smarter Shows (Tarsus) Limited would cause disturbance to other Exhibitor/Sponsors or which would breach any laws, bye-laws or any other relevant rule or regulation.
not do, cause, permit or suffer to be done anything that may occasion damage, disfigurement or injury of any kind to the Hall or to the person or property of Smarter Shows (Tarsus) Limited, Hall Owner or any other Exhibitor/Sponsor or any visitor.
conduct business and distribute literature promotional items and other articles only from the booth or any other areas expressly approved by Smarter Shows (Tarsus) Limited in writing and no other part of the halls and not take away buyers from the halls to other business premises. Gas filled balloons may only be used with the permission of Smarter Shows (Tarsus) Limited.
not to undertake market research surveys without written permission of Smarter Shows (Tarsus) Limited.
not to do, use on, or bring onto, or allow to be done, used or brought onto the Space, the Booth or any part of the Hall any act or thing which may render any extra or increased insurance premiums payable or make void or voidable any insurance of Smarter Shows (Tarsus) Limited or any adjoining or neighbouring booths insurance.
not to use the Space or any part of the Hall for any illegal or immoral purpose or for betting or gaming.
remove or procure the removal from the Exhibition/Event or the Booth any person or persons or any advertising, other installation, materials or articles which, in the opinion of Smarter Shows (Tarsus) Limited is or may be undesirable, inappropriate, harmful (including harmful to the commercial interests of Smarter Shows (Tarsus) Limited) offensive or obscure or illegal.
close or procure the closure of the Booth if so requested by Smarter Shows (Tarsus) Limited pursuant to this clause 18.
Not exhibit products of companies not exhibiting at the show without the written permission of Smarter Shows (Tarsus) Limited. If such consent is given in writing, the exhibitor/sponsor shall be liable for obtaining any necessary permission from the company that owns the product in question.
Smarter Shows (Tarsus) Limited shall appoint an official contractor for electrical work on all Exhibition/Event space. Smarter Shows (Tarsus) Limited will also set out details of preferred contractors for refrigeration, furniture etc. in the Online exhibitor portal.
The Exhibitor/Sponsor shall be responsible for settling all accounts directly with such contractors.
16. POWERS AND DISCRETION OF SMARTER SHOWS (TARSUS) LIMITED
For the avoidance of doubt any Contract between Smarter Shows (Tarsus) Limited and the Exhibitor/Sponsor for Exhibition/Event booth for Space is only for an amount of such Space specified on the Contract for Space booking form and no acceptance by Smarter Shows (Tarsus) Limited of the Exhibitor/Sponsor’s Contract for booth Space form or allocation of the Exhibitor/Sponsor’s name to any particular part of any Exhibition/Event floor plan or Booth number will constitute any agreement, warranty or representation by Smarter Shows (Tarsus) Limited that the Exhibitor/Sponsor is entitled to exhibit at the Exhibition/Event in such particular location.
Smarter Shows (Tarsus) Limited shall use reasonable efforts to retain the Space allocated to the Exhibitor/Sponsor.
However Smarter Shows (Tarsus) Limited reserves the right to be entitled to:
allocate to the Exhibitor/Sponsor a space other than the Space for which the Exhibitor/Sponsor has applied.
change the Space and booth allocated to the Exhibitor/Sponsor at any time before the Exhibitor/Sponsor takes possession of the Space and booth and if such changed area of Space and booth is smaller than the area specified in the application Contract for Space, Smarter Shows (Tarsus) Limited shall make a refund to the Exhibitor/Sponsor pro-rata to the amount of the area reduced.
alter the position or layout of the Exhibition/Event and any booths including the booth and Space and the Booth
close or procure the closure of the Booth if the Exhibitor/Sponsor is in breach of any of these terms and conditions.
refuse any person admission to the Exhibition/Event.
remove from the booth or the Hall at the risk and expense of the Exhibitor/Sponsor any exhibit, fitting or machinery or other items which the Exhibitor/Sponsor fails to remove in accordance with or which do not comply with these terms and conditions or any rules and regulations supplied from time to time by Smarter Shows (Tarsus) Limited to the Exhibitor/Sponsor.
remove the Exhibitor/Sponsor or any person or persons from the Hall at any time if the Exhibitor/Sponsor or any person or persons is in breach of any of these terms and conditions or if, in the opinion of Smarter Shows (Tarsus) Limited, the Exhibitor/Sponsor or any person or persons is behaving in a violent, threatening, abusive, immoral or otherwise inappropriate manner or in the opinion of Smarter Shows (Tarsus) Limited is undesirable.
remove from the Hall or from the booth any advertising, other installation, product or material which in the opinion of Smarter Shows (Tarsus) Limited is or may be undesirable, inappropriate, harmful (including harmful to the commercial interests of Smarter Shows (Tarsus) Limited), offensive, obscene, illegal or may cause a breach of the peace.
change or vary these regulations at any time or permit exceptions in special circumstances.
17. EXHIBITOR/SPONSOR’S LIABILITY FOR LOSS, DAMAGE AND INDEMNITY
All exhibits, fittings and all other materials and items brought into the Exhibition/Event by the Exhibitor/Sponsor or the invitees of the Exhibitor/Sponsor shall be at the sole risk of the Exhibitor/Sponsor. Smarter Shows (Tarsus) Limited shall not be responsible for any loss or damage or theft to such exhibit, fittings or materials and items however caused. Smarter Shows (Tarsus) Limited shall not be responsible for the death or personal injury to the Exhibitor/Sponsor, agents or agents’ contractors or other invitees of the Exhibitor/Sponsor save in the case of Smarter Shows (Tarsus) Limited negligence.
The Exhibitor/Sponsor shall indemnify and keep indemnified Smarter Shows (Tarsus) Limited against all loss, damages cost charges and expenses (including contingent or consequential loss of profit) whatsoever arising from or in consequence of:
any breach by the Exhibitor/Sponsor of any of the terms and conditions of this Agreement; or
any loss suffered by Smarter Shows (Tarsus) Limited as a result of default or negligence of the Exhibitor/Sponsor or any of its invitees; or
any liability to or claim by any third party (including the invitees of the Exhibitor/Sponsor).
The Exhibitor/Sponsor is responsible for and will indemnify and keep indemnified Smarter Shows (Tarsus) Limited against all injury, loss or damage of any kind arising as a result of the erection, use and dismantling of the booth and/or anything done on or from the booth (including without limitation the exhibiting of, offering for and/or sale of goods or services) caused directly or indirectly by the Exhibitor/Sponsor or any invitee of the Exhibitor/Sponsor or visitor to the booth or by any exhibit or machinery or other item introduced by any such person.
18. LIMITATIONS OF ORGANISER RESPONSIBILITY
Without limiting its obligation to take out insurance cover for such risks as it shall consider appropriate, the following shall apply
Without prejudice to the other provisions of this Agreement the liability of Smarter Shows (Tarsus) Limited to the Exhibitor/Sponsor shall in all circumstances including (without limitation) breach of this Agreement or negligence (save in the case of death or personal injury caused by Smarter Shows (Tarsus) Limited negligence) be limited in aggregate to the fees paid by the Exhibitor/Sponsor or £100,000 whichever is the greater
Smarter Shows (Tarsus) Limited accepts no responsibility in the event of cancellation, abandonment, postponement or curtailment, in whole or in part, of the Exhibition/Event in the event of causes outside the reasonable control of Smarter Shows (Tarsus) Limited.
Smarter Shows (Tarsus) Limited shall not in any event, to the maximum extent permitted by law, be liable to the Exhibitor/Sponsor (neither in contract, tort (including negligence) or otherwise) for any loss of profit, goodwill, reputation or opportunity or for any consequential, indirect, incidental or special loss or damage even if the Exhibitor/Sponsor has advised Smarter Shows (Tarsus) Limited of the possibility of such loss
Every reasonable precaution will be taken by the show organizers to ensure the security and safety of the event hall, adjacent areas and the contents thereof. However, the show organizers cannot be held responsible for any loss or damage that may befall the person or property of the exhibitors from any cause whatsoever. Although the show organizers have affected liability insurance it is the responsibility of the exhibitors to take up cover in respect of:
Exhibits and contents of booth against loss or damage by theft, fire and any other natural calamities, or any cause whatsoever.
Expenses incurred due to abandonment or postponement of the exhibition.
Bodily injury or illness to their representative or agent, or visitors in their booth area.
Any other liability due to the negligence, inadvertence or misbehaviour of the exhibitor and/or their workmen, staff, representatives or agents.
The Exhibitor/Sponsor shall be required to effect policies of insurance in respect of the following risks:
Workers Compensation Insurance: State Statutory Coverage and Employer's Liability Coverage with a minimum limit of not less than One Million and no/100 Dollars ($1,000,000.00) for each accident. Coverage shall be extended to include: Voluntary compensation, and Broad form All-States endorsements.
Commercial General Liability Insurance with limits not less than One Million and no/100 Dollars ($1,000,000) for each occurrence and Two Million and no/100 Dollars ($2,000,000) in aggregate, to include Combined personal bodily injury and property damage.
Automobile Liability Insurance with limits not less than One Million and no/100 Dollars ($1,000,000.00) for each occurrence and aggregate for bodily injury and property damage, including coverage for owned, non-owned, and hired vehicles, including loading and unloading operations
Umbrella Liability and/or Excess Liability Insurance. The limit for such insurance shall not be less than Two Million and no/100 Dollars ($2,000,000) per occurrence such that when combined with the standard Commercial General Liability coverage stated above, the combined cover per occurrence shall not be less than Three Million and no/100 Dollars ($3,000,0000)
The Exhibitor/Sponsor may not be permitted to attend the Exhibition if it has not complied with its obligations regarding insurance. The exhibitor may confirm their own insurance. The exhibitor may alternatively purchase an indemnity from Smarter Shows (Tarsus) Limited to benefit from the organiser’s insurance. If you have not already opted-into the public liability insurance participation fee as part of this exhibition space booking– please contact your Account Handler / exhibition representative to discuss how to do this.
20. CANCELLATION BY ORGANISER/FORCE MAJEURE
If, at the absolute discretion of Smarter Shows (Tarsus) Limited, the Hall shall become unfit or unavailable for occupancy or it becomes impossible or impractical to hold the Exhibition/Event for reasons beyond the control of Smarter Shows (Tarsus) Limited including (without limitation) disease, fire, flood, storm, contamination, subsidence, heave, landslip, impact, government intervention, malicious damage, negligent act or accident, acts of war, acts of God, strikes, failure of supplies of power/ fuel/ transport/ equipment or other goods, Smarter Shows (Tarsus) Limited may (but is not obliged to):
change the location and/or date of the Exhibition/Event; or
curtail the Exhibition/Event; or
reduce the installation period, display period or dismantling period; or
cancel the Exhibition/Event.
In the circumstances specified in paragraphs (a), (b) and (c) of this section the parties agree and acknowledge that Smarter Shows (Tarsus) Limited shall not have any responsibility to the Exhibitor/Sponsor for refunds, additional expenses or charges or to make payment for any other loss or damage suffered by the Exhibitor/Sponsor.
If the Exhibition/Event is cancelled in accordance with paragraph (d) of this section the Exhibitor/Sponsor agrees to accept in complete settlement and discharge of all claims against Smarter Shows (Tarsus) Limited a refund of all charges paid by the Exhibitor/Sponsor less all costs and expenses incurred by Smarter Shows (Tarsus) Limited in respect of the Exhibition/Event/Exhibitor, shared on a pro-rated basis.
In the event that the Exhibition/Event is cancelled by Smarter Shows (Tarsus) Limited for any other commercial reason including (without limitation) the lack of support for the Exhibition/Event Smarter Shows (Tarsus) Limited will refund to the Exhibitor/Sponsor all charges paid by the Exhibitor/Sponsor to Smarter Shows (Tarsus) Limited and the Exhibitor/Sponsor agrees and acknowledges that he will have no further claim whatsoever against Smarter Shows (Tarsus) Limited in respect of such cancellation.
21. ADDITIONAL REGULATIONS AND FIRE PRECAUTIONS
The Exhibitor/Sponsor must comply with all statutory local and other regulations or requirements and byelaws that affect or apply to the Exhibition/Event or the Hall and in particular any fire regulations. All materials used on the booth must be non-flammable. The Exhibitor/Sponsor must comply with and observe the additional regulations and booth fitting regulations, copies of which are available from Smarter Shows (Tarsus) Limited and all other instructions and regulations laid down by the Hall owner and local authority from time to time.
22. NO WAIVER
No waiver of any term or condition of the Contract for Space shall be effective unless made in writing and signed by the party against which enforcement of the waiver is sought. The waiver of any breach of any term of the Contract for Space shall not be construed as a waiver of any subsequent breach of a term of the same or a different nature.
23. APPLICABLE LAW
The validity construction and performance of this Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English Court.