TERMS & CONDITIONS OF CONTRACT TO EXHIBIT INCLUDING ANY ANNEXURES WITH REED EXHIBITIONS (PTY) LTD AND NOTICE IN TERMS OF SECTION 49 OF THE CONSUMER PROTECTION ACT NO. 68 of 2008 (“CPA”) AND THE REGULATIONS THERETO AS AMENDED
1. TERMS AND CONDITIONS
1.1. Whilst Reed as the Organizer shall take all reasonable steps to ensure that all rights, including location of the space or stand within the Event is, as agreed in the
Contract to Exhibit, which incorporates these Terms and Conditions, hereinafter the Agreement between the parties. The Organizer shall have the right to vary details of those rights, including but not limited to, relocation of the space or stand, at its discretion and the Organizer shall not be held liable for any loss or damage, of whatsoever cause and howsoever arising in the event of such a variation. Parties will be notified of such variation which shall be reduced to writing.
1.2. Whilst the Organizer will take all reasonable steps to ensure that access to and vacant possession of the space or stand is given to the Exhibitor for the purpose of preparation and use of the space or stand upon the dates agreed in this Agreement, such dates shall, in the discretion of the Organizer, be variable so as to be compatible with the successful organization of the Event as a whole. The Organizer shall not be held liable for any loss or damage, of whatsoever cause and howsoever arising in the event of a delay.
1.3. The Organizer will take all reasonable measures to ensure that the space or stand is suitable or fit for the purpose intended by the Exhibitor. The stand shall be in any particular condition or state of repair, the Exhibitor is to notify the Organizer in writing. The Exhibitor acknowledges that it has satisfied itself that the space or stand is suitable for the purpose intended.
1.4. The Organizer reserves the right, in its sole and absolute discretion, to relocate the Event to another venue in the best interests of the Event as a whole. The Organizer shall not be held liable for any loss or damage of whatsoever nature caused and howsoever arising in the event of relocation. The Exhibitor hereby agrees that the Organizer may, in the best interests of the Event, relocate the Event, should it be necessary. Should the Organizer for any reason be unable to relocate the Event, the Exhibitor shall be entitled to transfer their space to a future Event held by the Organizer.
1.5. Should the dates become unsuitable for whatsoever reason, the Organizer reserves the right, in its sole and absolute discretion, to reschedule the dates and times to more advantageous dates and times for the success of the Event, as the case may be, as a whole and the Exhibitor hereby agrees to be bound by such dates and times. The Organizer shall not be held liable for any loss or damage of whatsoever nature caused and howsoever arising in the event of a rescheduling. The Exhibitor shall be entitled to transfer their space to a future Event held by the Organizer.
1.6. The Organizer does not guarantee the number of persons expected to attend the Event and gives no warranties in this regard.
1.7. The Exhibitor shall attend all meetings convened by the Organizer. If the Exhibitor fails to attend any such meetings or fails to comply with any directives issued by the Organizer at such meetings, the Organizer shall not be liable to the Exhibitor for any loss, damage or prejudice suffered by that Exhibitor as a result thereof. The Exhibitor hereby indemnifies the Organizer against any such loss; however, such indemnification shall not be affected by any other indemnities provided in terms of this Agreement.
1.8. The Exhibitor is required to complete its own directory entry, if applicable, on the Event website. The Exhibitor warrants that the names, logos, art work and other content provided to the Organizer (hereinafter referred to as “Collateral”), by the Exhibitor on the Event website, or in the official catalogue or other directory or on site at the Event, will not infringe the intellectual property rights of any third party and shall not contain anything which is libellous, obscene, indecent, blasphemous or in any way unlawful. The Exhibitor agrees to indemnify the Organizer and keep it fully indemnified against all damages, loss of profits, loss of reputation, claims, costs, and expenses suffered or incurred by it by reason of any breach of the above warranty.
1.9. No stands, exhibits or features at the Event, nor any part of the Virtual Event may be recorded, live streamed, videotaped, photographed, drawn, copied, or reproduced without the written permission of the Organizer. The Organizer reserves the right to produce, reproduce, or copy photographs, live stream, record, film, video, or other make any other recordings of Exhibitors’ stands, their representatives and their products, displayed at the Event for the purposes of promoting the Event and future Events for exploitation in any and all media whether now known or hereafter devised. Unless otherwise agreed to in writing, the Exhibitor hereby consents to its voice and likeness and that of its employees and representatives being used, (as stated above) without compensation and hereby releases the Organizer from any liability on account of such usage or any claim of infringement relates to the Protection of Personal Information Act 4 of 2013 (as amended). Non-consent notifications must be received by the Organizer in writing, notification must be acknowledged to be considered.
1.10. Any other forms of photography, video production, filming, or recording is strictly prohibited and persons in breach of this regulation may be removed from the Event, as the case may be. Any person, and in particular any Exhibitor, including the Exhibitor’s employees or sub-contractors guilty of breaching these provisions, may be removed with immediate effect. The Exhibitor will be required to vacate his / her / their stand with immediate effect and all goods associated with the stand will be removed. The risk in as far as the removal of any goods shall not accrue to the Organizer and the Organizer shall not be responsible for any goods lost, stolen or damaged as a result of such removal.
1.11. The Exhibitor hereby warrants that its Collateral, products, and any content provided by the Exhibitor have not been copied from any other Exhibitor or other third party and that the Exhibitor does not knowingly infringe any intellectual property rights of another Exhibitor or other third party, including but not limited to any and all rights in copyright, design right, patents, trade marks relating to anything which is exhibited in any form whatsoever at the Event. The Exhibitor hereby fully indemnifies the Organizer for any breach of such warranty.
1.12. Please be aware that the Organizer does not tolerate counterfeit products at its shows and will, if required and in its discretion, support trading standards and licensors with any action required to be instituted against any parties guilty of advertising or selling counterfeit products or any products that may infringe on the copyrights of other Exhibitors. Any branded products are required to be fully licensed and clearly labelled. It is the Exhibitor’s responsibility to ensure that it has proof of such< license(s) or purchase receipts for the said products. Exhibitors found to be selling counterfeit/unlicensed products will be expected to immediately cease all sales of such items. The Organizer may, in its sole discretion determine that the merchandise is either counterfeit, unlicensed, or not original, either close down the stand or remove the Exhibitor from the Event, or the Virtual Platform, as the case may be, with immediate effect and deny the Exhibitor further participation in the Event, or Virtual Event, or entry to the Event. Any costs incurred by the Exhibitor shall be forfeited and the Exhibitor shall have no recourse to claim any amounts paid to the Organizer. The Exhibitor specifically acknowledges and agrees to these terms.
1.13. No children or young adults under the age of 16 (sixteen) years are permitted in the Event halls during build-up or breakdown. Please see the Event website for any further restrictions on age, regarding the build-up and breakdown periods and procedures. The Organizer shall have sole control over admission policies at all times. See Event website for the attendee admissions policy.
1.14. In the event that the Organizer provides an internet connection at the Event, either by way of its own provision or by utilizing an external service provider, the Organizer reserves the right to regulate the use of such internet services and will not guarantee such usage on any platform or format. In the event of the Exhibitor connecting to the said service, the Exhibitor hereby agrees that it is aware of the fact that it will share/provide the Organizer with personal information/data. The Exhibitor, alternatively any person who utilizes the said services hereby indemnify the Organizer against any claims that may arise from the usage of the said internet services as well as the provision of its/his/her personal information. The purposes of the provision of the said internet and connection services is to ensure smooth operation of computer technology and internet access for the benefit of all Exhibitors.
1.14.1. This policy shall apply to any form of computer, whether a PC, laptop, server, PDA, tablet or mobile phone or any similar device (“Computers”) which is provided by the Exhibitor (or any third party) and connected by wired or wireless means to the network(s) of the Organizer or any of its contractors at the Event (“the Network”).
1.14.2. Exhibitors shall use their best endeavours to prevent any unauthorized access to the Network and will ensure that the computers do not introduce any computer bugs, computer viruses, worms, Trojans horses, software bombs or any similar items or software to the Network.
1.14.3. All Computers used to access the network have to have the latest commercially available versions of antivirus and firewall software correctly installed and configured. This software must be kept up to date for the duration of the Event.
1.14.4. The Organizer reserves the right to make random visits to Exhibitors stands to seek confirmation that Exhibitors are in compliance with this policy.
1.14.5. In the event that on investigation it becomes clear that the latest version of the antivirus and/or firewall software is not installed and any device which is required to have such software is being used, or there is any failure to comply with this Policy, the Organizer reserves the right to disconnect any or all of the Exhibitor’s computers from the Network and disable any wireless network that do not comply with this policy.
1.14.6. In the event of such disconnection, it will be the responsibility of the Exhibitor to ensure that a current version of the required antivirus and/or firewall software is installed and that any other failure to comply with the Policy is remedied. Only once this remedial action has been taken to the satisfaction of the Organizer, will the Exhibitor be allowed to reconnect to the Network.
1.14.7. The internet connection via the Network, if provided at the Event, is for Exhibitors’ use only and such use shall be entirely at their own risk. The Organizer shall not be liable for any loss, loss of profits as a result of a decrease in sales at the Event or thereafter, damage or liability (whether direct, indirect, special, or consequential including, without limitation, loss of profits, business interruption, loss of programs or other data) or a breach in as far as the Personal Information of the Exhibitor is concerned, as a result of any usage by the Exhibitor of the Network.
1.14.8. The Exhibitor hereby indemnifies the Organizer of any loss or damages suffered by the Exhibitor as well as any other third party, including but not, limited to fellow Exhibitors at the Event, as a result of the Exhibitor failing to comply with this internet connection policy.
1.15. The Organiser is not responsible for the failure of the Venue or a third party to provide services and utilities, including, but not limited to, electricity, water and internet services or apps for mobile devices, and the Exhibitor shall not be entitled to any reduction in Service Charge due or paid in the event of such failure.
1.16. The parties agree that the rule of interpretation to construe contract terms against the drafter, namely the contra proferentem rule shall not be applicable.
1.17. This Agreement shall apply to all services rendered by Organiser to the Exhibitor to the complete exclusion of any other terms and conditions whether oral or in writing
1.18. The headings in this Agreement have been inserted for convenience only and shall not be used for nor assist or affect its interpretation.
1.19. The Contract to Exhibit shall form an integral part of this Agreement.
2. CONSIDERATION AND PAYMENT
2.1. The service charge and other consideration recorded on the Exhibitor’s Contract to Exhibit are for the provision of space or space and stand, and virtual offering as specified and are inclusive of VAT unless expressly excluded. All amounts due shall be payable strictly in accordance with the payment terms in the Contract to Exhibit. In the event that the Exhibitor does not pay on due date, the full amount owing shall automatically become due and payable without notice. Value Added Services (including but not limited to registration fees, insurance, internet listing, delegate places, use of meeting rooms, sponsorship arrangements and other additional services) shall be paid in full at the date of ordering and, in the event of cancellation or variation, no refund will be given.
2.2. Value Added Services (such as registration fees, insurance, internet listing, delegate places, use of meeting rooms, sponsorship arrangements and other additional services) shall be paid in full at the date of ordering and, in the event of cancellation or variation, no refund will be given.
2.3. The consideration payable by the Exhibitor shall be paid without deferment, free of exchange and without any deduction or set-off of whatsoever nature.
2.4. The Exhibitor acknowledges that:
2.4.1. all payments made to the Organizer shall only be deemed to have been received by the Organizer when the money is actually received and/or delivered to the Organizer and all risk in and relating to such payments shall lie with the Exhibitor until date of receipt or delivery to the Organizer;
2.4.2. payments made directly into the Organizer’s bank account shall be at the Exhibitor’s risk until confirmed as cleared funds by the Organizer’s bankers; and
2.4.3. unless otherwise specifically directed in writing by an authorized representative of the Organizer, no third party is authorized to accept any payment due by the Exhibitor on behalf of the Organizer.
2.5. MasterCard, Visa, AMEX, and Diners credit cards will be accepted.
2.6. In the event of any amount not being paid by the Exhibitor to the Organizer on due date, the Organizer will have the right, in addition to and without prejudice to any of the Organizer’s other rights or remedies in law:
2.6.1. to charge interest at the rate of 2% per month compounded monthly from due date of payment until payment is received in full, including payment for all costs and expenses (including legal costs on an attorney own client scale) incurred by the Organizer in connection with the recovery of any payment due to it by the Exhibitor; and
2.6.2. to claim all other amounts owed by the Exhibitor to the Organizer which shall forthwith become due and payable.
2.7. The Organizer shall, in its sole and absolute discretion be entitled to appropriate any and all payments made by the Exhibitor towards the payment of any debt or obligation of whatsoever nature owed by the Exhibitor to the Organizer, irrespective of when or how such obligation or debt arose.
2.8. A certificate signed by a director of the Organizer as to the amount owing to the Organizer by the Exhibitor at any time shall be admitted as evidence in any legal proceedings or for any other purpose whatsoever and shall constitute prima facie proof of its contents and of the amount owing by the Exhibitor to the Organizer.
2.9. Should the Exhibitor wish to decrease the amount of space to be utilized at the Event, the following shall apply:
2.9.1. The amount of space by which the initial agreement and space is to be reduced to, will be dealt with in terms of the Organizer’s cancellation process as stated in terms of clause 2.10, 2.11,2.12 and 2.13 below. This will necessitate the Exhibitor to still send the required cancellation letter as stated below for the purposes of reducing the initial space allocated to the Exhibitor. Therefore, and as an illustration of the above, should the Exhibitor wish to reduce the space from 100 square meters to 80 square meters, the reduction of 20 square meters will be dealt with in terms of the cancellation clauses below. No requests for the reduction of space allocated will be accepted less than 4 months prior to the Event and the normal cancelation costs as per clause 2.13 will be applicable. All reduction decision are made at the sole discretion of the Organizer and may be declined, which may have the result of the Exhibitor having to cancel this agreement and be liable for the applicable cancellation costs as defined in clause
2.10, 2.11 and 2.12 below.
2.9.2. In the event of the Exhibitor sub dividing or sub-letting the space and such an agreement is terminated for any reason whatsoever, such termination will have no effect on the obligations imposed on the Exhibitor in terms of this Agreement and the Exhibitor shall remain responsible for the allocated space as agreed upon herein.
2.10. Should the Exhibitor want to cancel their participation at the Event, a Letter of Cancellation must be sent to the Organizer by recorded delivery.
2.11. If the Organizer receives a Letter of Cancellation more than 6 months prior to the Event, as the case may be, the Exhibitor will be liable for 50% of the full agreement value (being the total amount due on the application) on the date of cancellation (or the maximum permissible and allowed amount in terms of the CPA if the CPA is applicable).
2.12. If the Organizer receives a letter of cancellation between 6 and 4 months prior to the Event, as the case may be, the Exhibitor will be liable for 75% of the full agreement value (being the total amount due on the application) on the date of cancellation (or the maximum permissible and allowed amount in terms of the CPA if the CPA is applicable).
2.13. If the Organizer receives a letter of cancellation less than 4 months prior to the Event, as the case may be, the Exhibitor will be liable for the full agreement value (being the total amount due on the application) on the date of cancellation (or the maximum permissible and allowed amount in terms of the CPA, if the CPA is applicable).
2.14. If the party signing this Agreement on behalf of the Exhibitor has not been authorized to enter into this Agreement, the party who signs this Agreement shall be personally liable for all the Exhibitor’s obligations in terms of this Agreement. It will be construed by the Organizer that the person signing this Agreement is duly mandated and authorized to do so and therefore binds the Exhibitor to the terms and conditions hereof. There shall be no variation or waiver in regard to such mandate or authorization, unless agreed to in writing by the parties to this Agreement. It shall further be interpreted that the Exhibitor, as a result of the signatory appending his/her signature to this Agreement, agrees and shall be held liable for any obligations imposed on it by virtue of this Agreement. The Exhibitor agrees in terms of this clause that it will not dispute or query the validity of this Agreement or its obligations in terms hereof, if the said agreement is signed by a representative of the Exhibitor, hence the Exhibitor agrees that it shall be vicariously liable to comply with all the obligations imposed on it as a result of this Agreement. It will therefore be the responsibility of the Exhibitor to ensure that the person signing this Agreement is duly authorized and mandated to do so. The Organizer therefore accepts that the person signing this Agreement on behalf of the Exhibitor is duly authorized and mandated to do so.
2.15. The Organizer shall be entitled to refuse to accept a Contract to Exhibit or cancel this Agreement if the Exhibitor, or a member of its group, is in arrears with any payment due to the Organizer. Further, the Organizer may elect to keep this Agreement alive but not permit the Exhibitor to erect or occupy a stand at the Event until such time as all monies are paid in full.
2.16. As a result of the Organizer being a member of AAXO (Association of African Exhibition Organizers), the Exhibitor will be required to pay a levy, such levy as determined by the association, dependent on the region, per square meter, which levy will be classified as a Marketing Contribution Fee. In the event the Exhibitor requiring any further information related to either the Marketing Contribution Fee, alternatively AAXO, such information can be obtained from the Organizer or the AAXO website of which the details are: www.aaxo.co.za. Table and Virtual Event Exhibitors will not be required to pay the AAXO levy.
3. STAND PREPARATION, STAND VETTING AND COLLATERAL
3.1. The Organizer shall be entitled to issue written and oral directives and guidelines from time to time in the Exhibitor manual or otherwise, regarding methods and materials of construction, stand layout, design, and quality of installation related to the Event, the design and quality of all Collateral is to be supplied by the Exhibitor to the Organizer in a timeous manner. The Exhibitor shall comply in full with such directives and guidelines.
3.2. The Organizer and the venue shall at all times be entitled to free and undisturbed access to the stand during the preparation and use thereof by the Exhibitor at the Event.
3.3. If the Organizer so directs in writing, the Exhibitor shall be obliged to use a contractor designated by the Organizer for the purpose of preparing the stand and erecting the installation. If the Organizer makes such designation:
3.3.1. the Exhibitor shall not be entitled itself or through any other contractor to prepare the stand save to the extent that the designated contractor declines to do so;
3.3.2. the Organizer shall incur no liability or responsibility for the due and proper performance by the designated contractor of its obligations in terms of the agreement concluded with the Exhibitor;
3.3.3. the agreement concluded between the Exhibitor and the designated contractor shall be subject to the prior written approval of the Organizer.
3.4. In any event, the stand shall be prepared, and the installation shall be constructed to a standard at least equal to the general standard of the remaining stands rented by other Exhibitors at the Event.
3.5. All Collateral shall at all times be designed to a standard at least equal to the general standard of Collateral designed by other Exhibitors at the Event.
3.6. After completion of the Collateral design and/or installation, as the case may be, the Organizer shall be entitled to require the Exhibitor to make such additions or changes to the Collateral and/or installation, as it in its discretion requires. The Collateral design and/or installation is to be in line with the overall quality and profile of the Event
3.7. Ownership in and to the shell scheme stand shall not pass to the Exhibitor nor shall the Exhibitor enjoy any rights in respect of the shell scheme stand save and except those specifically granted to it in terms hereof. Upon the termination of the Event the Exhibitor shall return the shell scheme stand to the Organizer in good condition, fair wear and tear accepted. During the course of the Event, the Exhibitor shall maintain the shell scheme stand in good order and condition and shall follow all of the Organizer’s instructions from time with regard to the use and care thereof.
3.8. In the interest of maintaining the quality level of the Event, the Organizer will vet all Collateral by 17h00, 2 (two) days prior to the Event going live. Should the Exhibitor’s Collateral be below the standard of the Event or not fit the profile of the Event, the Exhibitor will be given notice to fix the problem by 16h00 of the next day or the Exhibitor will not be allowed to participate in the Event. The decision of the Organizer will be final and binding.
3.9. In the interest of maintaining the quality level of the Event, the Organizer will vet all the stands by 15h00 on the last day of build-up. Should the Exhibitors stand be below the standard of the Event or not fit the profile of the Event, the Exhibitor will be given notice to fix the problem within 2 hours or the stand will be closed. The decision of the Organizer will be final and binding.
3.10. The Organizer also provides services in as far as the conceptualization, design, and manufacture of stands for the Event are concerned. The Exhibitor, by accepting this clause, agrees for a representative of the division, SmartBuild, to contact the Exhibitor to provide the service offering. The Exhibitor further agrees that should it then opt to engage the services of SmartBuild, SmartBuild will enter into a service level agreement with one of SmartBuild’s preferred suppliers for the provision of the services the Exhibitor was quoted on. The Exhibitor hereby agrees and enters into the below terms of engagement with SmartBuild, prior to any services being provided. Should the Exhibitor not exercise the option of engagement on this Contract to Exhibit, the Exhibitor will be required to enter into a separate agreement with SmartBuild at a later stage should this option be taken.
4. SMARTBUILD TERMS OF ENGAGEMENT (OPTIONAL) **please cross out if not applicable
4.1. By accepting clause 3.10 of this agreement, the Exhibitor hereby agrees to utilize the services of SmartBuild in as far as the conceptualization, design and manufacture of its stand is concerned.
4.2. Any instructions or additional terms to SmartBuild in the provision of the services shall be reduced to writing and agreed upon by the parties.
4.3. SmartBuild reserves the right to amend or vary any quotation or quoted amount at any time before or after acceptance thereof by the Exhibitor, at its sole and absolute discretion. It is recorded that the costs of goods, equipment and / or services provided by SmartBuild may fluctuate between date of acceptance of the quote and the date upon which the Exhibitor takes delivery of any products and / or services for the project. Such changes will be communicated with the Exhibitor in writing and will only be implemented upon approval by the Exhibitor. The prices quoted, do not include storage of the stand at a later date. Should storage be required by the Exhibitor, it is to be requested in writing and SmartBuild will quote and invoice for such service separately.
4.4. Payment for the services shall be made on the same terms as described in clause 2 above. Therefore, all deposits payable and applicable to the services provided by SmartBuild will be on the same terms as for the provision of space Services provided by SmartBuild are considered to be a separate transaction, the Exhibitor hereby agrees that this will be a separate charge.
4.5. Should the balance of any payment due, not be paid by the Exhibitor on due date, SmartBuild reserves the right to withhold delivery and / or collection and/ or build up and / or break down services and / or any other services relating to the stand / project.
4.6. All goods supplied to the Exhibitor by SmartBuild shall remain the property of the preferred supplier and the Exhibitor shall not become the owner of the stand, or any amenities associated with the stand at any point in time.
4.7. Any damage and / or loss of any equipment rented and / or delivered to the Exhibitor for the purposes of the exhibition will be for the Exhibitor’s expense.
4.8. Should the Exhibitor be of the opinion that the stand (exhibit) or the service rendered relating to the stand has not been completed to its satisfaction yet still wish to utilize the goods delivered and / or services rendered by SmartBuild, the Exhibitor may not withhold any payment due in respect of the stand and / or project and / or services. The Exhibitor shall notify Smartbuild of such unsatisfactory details in writing during the handover of the stand / project. The quality and finalization of the stand shall have no bearing on the space already acquired by the Exhibitor and the Exhibitor shall remain bound to its obligations in as far as the space is concerned, including, but not limited to, payment thereof in terms of clause 2 above.
4.9. No orders will be processed unless reduced to writing.
4.10. The Exhibitor shall provide Smartbuild with its final instructions by the date as communicated by the SmartBuild representative prior to the exhibition. Should the Exhibitor fail to do so, SmartBuild shall still be entitled to payment for all services rendered. Should the Exhibitor cancel the instruction to proceed with the building of the stand, the provisions of clause 2.10, 2.11 and 2.12 shall be applicable.
4.11. Changes and / or alterations of the design and / or any extras required by the Exhibitor may be subject to extra charges, which shall be determined at the sole and absolute discretion of SmartBuild but which shall be based upon the usual, market- related rates charged by the preferred supplier in respect of such extra items. SmartBuild shall furnish the Exhibitor with a separate quotation for any such additional items required by the Exhibitor in writing.
4.12. The period of manufacture will be communicated by a SmartBuild representative, and SmartBuild cannot guarantee completion of the stand/s and / or the project if the signed quote or any necessary deposit does not occur within this time frame. SmartBuild will not be held liable for late or non-delivery of any exhibition stand/s.
4.13. SmartBuild does not take responsibility for delivery, damages, losses and / or theft of any of the Exhibitor’s products, brochures, giveaways or equipment or any property belonging to the Exhibitor howsoever arising and whether as a result of any negligence on the part of SmartBuild or its employees or sub- contractors, before, during and after the exhibition.
4.14. The handover procedure in respect of the stand/s and / or any other aspects of the exhibition stand is to be done with both the SmartBuild representative and the Exhibitor’s representative to accept the abovementioned exhibition stand/s as well as any other aspects of the stand attended to by SmartBuild herein. Any claims or complaints made by the Exhibitor without a formal handover will not be considered.
4.15. Any cancellation, breach termination or Force Majeure event, which may impact or affect the services provided by Smartbuild shall be dealt with in accordance with clause
4.16. The preferred supplier reserves the right to all copyright on all designs created by the preferred supplier in relation to the stand/s / project.
4.17. The engagement between the Exhibitor and SmartBuild shall be governed by terms of this Agreement.
5. USE OF THE STAND AT THE EVENT
5.1. Unless specifically otherwise agreed, the Exhibitor shall not use any form of visual or vocal apparatus including, but not limited to, illuminations on the stand which cause an annoyance or nuisance to other Exhibitors, visitors, the Organizer, or the landlord, or demonstrate any product which produces excessive noise. Noise levels must be confined to the stand and no amplified sound may be heard outside the stand. Noise levels may not exceed 70 DB.
5.2. The Exhibitor and its representatives shall only be entitled to distribute literature and printed matter from its stand and shall not be entitled to distribute same anywhere else at the Event without the Organizer’s prior written consent. Exhibitors and their representatives must not take part in any petitioning, demonstrations, objectionable behaviour or wear offensive clothing or be involved in any activity that may disrupt the Event. No material which is offensive, discriminatory or of a political nature may be distributed or displayed at the Event. The Organizer reserves the right to remove persons from the Event if they are in breach of these terms and conditions.
5.3. The Exhibitor shall keep the stand open and adequately staffed by representatives wearing appropriate business wear whenever the Live Event is open to the public and shall not remove exhibits prior to the closing of the Event. The Exhibitor shall be responsible for the conduct of any employees, agents, visitors, or guests of the Exhibitor in or about the Exhibitor stand.
5.4. The nature of the services to be provided to the stand or the Event site shall be in the sole and absolute discretion of the Organizer.
5.5. All corner stands must be open on the aisles. Under no circumstances may the open side/s of an aisle stand be closed with any form of walling or partitioning.
5.6. Stand Sharing: Should you be sharing your Event space; you must notify the Organizer in writing to obtain approval. A surcharge will be levied per exhibiting company per Event. This surcharge enables the Organizer to supply each sharing Exhibitor the same added benefits as the main stand holder. The Exhibitor is responsible for ensuring any stand sharers, approved by the Organizer, comply with the terms of this Agreement and the Exhibitor shall be primarily liable for the acts and omissions of such stand sharers.
5.7. The Exhibitor shall ensure that all its employees, suppliers, independent contractors, and all entities associated with it comply with the Safety Act and shall ensure that all its employees, agents, suppliers, independent contractors, and all entities associated with it shall be aware of all the safety guidelines, measures, plans, and policies relating to the Event in terms of the Safety Act and undertakes to observe the aforementioned plans, measures, and policies. In particular, smoking is prohibited in the venue.
5.8. The Exhibitor agrees to not place any item or merchandise outside of the designated stand area.
5.9. Regulations and Directives as published by the Government of the Republic of South Africa made in terms of the Disaster Management Act have been repealed. Health and safety protocols are encouraged however not mandatory. The Exhibitor to assume any actions that will assist in the risk of and related exposure to COVID-19.
5.10. No Exhibitor will be allowed to dismantle exhibits until closing time of the Event.
5.11. The Exhibitor is responsible for obtaining all necessary licenses, permits, authorities or other documentation required in respect of exhibits to be displayed at the Event and shall produce them to the Organizer on request.
5.12. After the Event, all exhibits and property of the Exhibitor must be removed from the venue by the time and date stated by the Organizer and if the Exhibitor fails to remove such exhibits and property, the Organizer may do so at the Exhibitor’s cost and risk.
5.13. It is the responsibility of the Exhibitor to check the venue headroom available when booking space. The Organizer reserves the right to request stand drawings for checking.
5.14. No Exhibitor or its representatives will be admitted to the venue without an official pass.
6. VIRTUAL EVENT **please cross out if not applicable
6.1 Whilst the Organizer will take all reasonable steps to ensure that the virtual platform is functioning correctly during the Virtual Event upon the dates agreed in this Agreement, such dates shall, in the discretion of the Organizer, be variable so as to be compatible with the successful organization of the Event. The Organizer shall not be held liable for any loss or damage, of whatsoever cause and howsoever arising in the event of a delay.
6.2 Should the Exhibitor be found to be in breach of clause 1.8 above during the Virtual Event, it shall be removed from the virtual platform and prevented from further exhibiting at the Virtual Event.
6.3 The Organizer shall be entitled to issue written and oral directives and guidelines from time to time in the Exhibitor manual or otherwise, regarding methods and materials of construction, stand layout, design and quality of installation related to the Event, and design and quality of all Collateral to be supplied in relation to the Virtual Event and the Exhibitor shall timeously and in full comply with such directives and guidelines.
6.4 In the interest of maintaining the quality level of the Virtual Event, the Organizer will vet all Collateral by 17h00, 2 (two) days prior to the Virtual Event going live. Should the Exhibitor’s Collateral be below the standard of the Event or not fit the profile of the Virtual Event, the Exhibitor will be given notice to fix the problem by 16h00 of the next day or the Exhibitor will not be allowed to participate in the Virtual Event. The decision of the Organizer will be final and binding.
6.5 The Organizer takes all necessary precautions to ensure that the Virtual Event is successful however cannot be held liable to events outside of its control. The Organiser is not responsible for the failure of the Exhibitors poor internet connectivity or load shedding and the Exhibitor shall not be entitled to any reduction in Service Charge due or paid in the event of such failure.
7. TABLE TOP **please cross out if not applicable
7.1 The Organizer shall be entitled to issue written and oral directives and guidelines from time to time in the Exhibitor manual or otherwise, regarding methods, table layout, design and quality of setup related to the Event, and design and quality of all Collateral to be supplied in relation to the Event, and the Exhibitor shall timeously and in full comply with such directives and guidelines.
7.2. The Organizer and the venue shall at all times be entitled to free and undisturbed access to the table during the preparation and use thereof by the Exhibitor at the Event.
7.3. The table shall be prepared by the Organizer and relevant suppliers of the Organizer. Design of table will be in accordance with Contract to Exhibit.
7.4. The Exhibitor is to provide table board artwork according to specifications provided to the Organizer. The Organizer shall be entitled to require the Exhibitor to make such additions or changes to the artwork, at its discretion, to keep with the overall quality and profile of the Event.
7.5 The Exhibitor shall keep the table open and adequately staffed by representatives wearing appropriate business wear during the Event, the Exhibitor shall not remove exhibits from the Event venue. The Exhibitor shall be responsible for the conduct of any employees, agents, visitors, or guests of the Exhibitor in or about the Exhibitor stand.
8. CANCELLATION, BREACH, TERMINATION AND FORCE MAJEURE
8.1 The Exhibitor shall not be entitled to cancel this Agreement at any time without the written consent of the Organizer and this will be subject to the conditions in 2.1 to 2.14, unless the CPA is applicable, in which event such provision is to be proven by the aggrieved party. This will however not absolve the Exhibitor from its obligations to make payment in favour of the Organizer in terms of clause 2. Only once it has been successfully proven by the aggrieved party that the CPA is applicable, shall the Organizer reimburse in part or in total the amounts paid by the Exhibitor.
8.2 In the event that the Organizer institutes legal action against the Exhibitor in terms of the provisions of this Agreement, then the Exhibitor will be liable for the Organizer’s legal costs on the Attorney and Client scale, as well as collection commission, fees for tracers and Counsel fees.
8.3 If any Exhibitor (or its employees, agents, stand sharers or other representatives):
8.3.1 fails to perform any of the provisions of the Agreement;
8.3.2 it licence to trade / Certificate of Compliance is revoked, has expired or is found by the Organizer or its duly appointed representative not be in good standing in relation to the Virtual and/or Event; or
8.3.3 be considered by the Organizer to be prohibited from attending the Event by any applicable laws, sanctions, or regulations to prevent terrorism of the financing of terrorism or to prevent trade with a certain country or certain persons or otherwise;
8.3.4 the Organizer shall have the right to terminate the Agreement forthwith by notice in writing to such Exhibitor.
8.4 In the event of termination, the Exhibitor and its employees, agents, stand sharers and other representatives will be prevented from attending the Virtual Event, the Event as the case may be, and the Collateral and/or exhibits of such Exhibitor shall be removed from the Event platform and/or premises at a time to be stated by the Organizer. The Organizer shall be entitled, if necessary, to remove and dispatch the said exhibits and property (at the risk and expense of the Exhibitor/s) to the address of the Exhibitor stated in the Contract to Exhibit. All consideration paid by the Exhibitor shall be forfeited to and retained by the Organizer and the Exhibitor shall indemnify the Organizer in respect of all costs, losses, damages, or expenses (including any consequential loss or damage) incurred as the result of such termination.
8.5 The Exhibitor shall co-operate with the Organizer and provide all reasonable information requested by the Organizer to assess whether the Exhibitor, its employees, agents, stand sharers or other representatives are prevented from attending the Event under the relevant laws, sanctions, rules, ordinances, decrees, or regulations. The Organizer’s decision shall be final.
8.6 If the Event is abandoned, cancelled or suspended in whole or in part by reason of war, fire, national emergency, labour dispute, strike, lock-out, civil disturbance, inevitable accident, fuel shortages, pandemic, World Health Organization travel advisory or travel alert , epidemic, the non-availability of the Virtual Event platform, the non-availability of the Event premises or any other cause not within the control of the Organizer, whether ejusdem generis or not, within the control of Organizer. The Organizer may subject to the Organizers insurance elect but shall be under no obligation to provide a partial refund, to the Exhibitor. The Organizer shall be under no liability to the Exhibitor in respect of any actions, claims, losses (including consequential losses), costs or expenses whatsoever which may be brought against or suffered or incurred by the Exhibitor, as the result of the happening of any such event.
8.7 The Organizer shall have the right at all times to abandon, cancel or suspend the Event in whole or part in the event that there is likely to be insufficient Exhibitor participation in and visitor support therefor, the likelihood of such insufficiency to be determined by the Organizer whose decision shall be final.
8.8 In the event of such an abandonment, cancellation or suspension, the Exhibitor shall be entitled to transfer their space to a future Event held by the Organizer. Where the Exhibitor does not wish to transfer to a future Event, but the Organizer shall not be further responsible to the Exhibitor in respect of any actions, claims, losses (including consequential losses), costs or expenses which may be brought against or suffered or incurred by the Exhibitor as the result of the abandonment, cancellation, or suspension of the Event. Notwithstanding clause 8.8 above, should the reason for such abandonment, cancellation or suspension be due to reasons as described in clause 8.6 above, then clause
8.7 shall apply.
8.9 Should an Exhibitor being an individual or firm be sequestrated or make any compromises with his or their creditors, or being a limited liability company, go into liquidation (other than a solvent voluntary liquidation for the purpose of amalgamation or reconstruction) or commence business rescue proceedings, or an administrative order is made against the Exhibitor or its assets or the Exhibitor enters into any arrangement / compromise with its creditors or is unable to pay its debts as they become due, the Agreement with such Exhibitor shall terminate forthwith save that all service charges paid shall be forfeited and the balance of the consideration shall become due and payable forthwith and such termination shall be without prejudice to any claim of the Organizer against the Exhibitor in respect of any antecedent breach.
9. EXCLUSION OF LIABILITY
9.1 The Organizer shall not be responsible for any special, direct, indirect or consequential loss, damage, theft or breakage to the stand or any other property of any kind brought into the Event/venue by the Exhibitor, its servants, employees, agents, contractors or invitees or for any injury to the person of an Exhibitor, or any of its servants, employees, agents, contractors or invitees howsoever such loss or damage to the stand or property or injury to person may be caused and notwithstanding that such loss or damage to the stand, property, or injury to person may have been occasioned by the neglect of the invitees or by the Event site being in or falling into a defective state of repair or failure to provide services.
9.2 In addition, and not limiting the generality of the foregoing, under no circumstances shall the Organizer be liable towards the Exhibitor or any other person for any loss of any nature whatsoever and howsoever arising, including but not limited to lost goodwill, loss of profits, loss of revenue or, difficulties which may arise out of this Agreement, unless same is as a result of the gross negligence of the Organizer.
9.3 The Exhibitor hereby indemnifies the Organizer against all and any actions, claims, demands, costs, charges or expenses arising or resulting directly, or indirectly from any act, omission or negligence by the Exhibitor, its servants, agents, contractors or invitees notwithstanding that such action, claim, demand, cost, charges or expenses may have been occasioned in whole or in part by the Event site or any installations thereof being of falling into a defective state of repair to the maximum extent allowed and permissible in terms of the CPA.
9.4 The Organizer is not responsible for the content of any speaker’s presentation; such content is the opinion of the speaker and not of the Organizer.
9.5 If the CPA is applicable the above clauses 9.1, 9.2 and 9.3 will be interpreted and adopted to provide the Organizer with an indemnification and exclusion of liability to the maximum extent allowed and permissible in terms of the CPA.
10. INSURANCE
10.1 In relation to the Event, the Exhibitor must take out and maintain Public Liability Insurance providing a minimum indemnity of R 2 000 000.00 (Two Million Rand) or local currency equivalent for the duration of the Event including the construction and dismantling periods. In order to participate in the Event, all Exhibitors must have this minimum level of insurance cover. Public Liability Insurance is not a prerequisite for Virtual Events. Exhibitors utilizing Table Top are to ensure that they have the necessary Public Liability Insurance for any loss, damage, injury as a result of the Exhibitor and his representative’s actions.
10.2 In relation to the Event, the Exhibitor must take out and maintain adequate insurance in respect of loss of or damage to exhibits or other property in the custody of the Exhibitor, his invitees or licensees howsoever caused.
10.3 Exhibitors must insure against costs and expenses which they may incur in the event of the Event being abandoned, cancelled, postponed, or curtailed in whole or in part for causes outside the Organizer’s control since the Organizer accepts no responsibility in such an eventuality.
10.4 It is the contracted Exhibitor’s responsibility to ensure that any stand sharers have adequate insurance cover of their own.
11. PENALTIES
11.1 Stands incomplete by opening time on the first day of the Event will be charged a penalty of R1 000.00 (One Thousand Rand) and stands that open late on days that follow will be charged a penalty of an additional R500.00 (Five Hundred Rand) per day.
11.2 A penalty of R1 000.00 (One Thousand Rand) will be charged if the Exhibitor breaks down their stand before closing time on the last day of the Event.
12. COMPLIANCE WITH LAWS
12.1 The Exhibitor shall comply with all laws relevant to the performance of the Agreement and relevant to the Event. Bribery and any other form of unethical business practice is prohibited in relation to the Event and all business transactions in relation to the Event shall be accurately and completely recorded in accordance with applicable laws. The Exhibitor shall not in connection with the Event accept gifts or inducements of any kind nor give or offer to give any person, an inducement or gift of any kind that could be perceived by others to be a bribe.
13. PRIVACY AND DATA PROTECTION POLICY
13.1 In this clause, “Data Protection Legislation” means any laws, rules, regulations, directive, decrees, orders, or other legal requirements relating to the protection and / or processing of Personal Information in any relevant jurisdiction, as well as the Protection of Personal Information Act 4 of 2013 (POPIA) (as amended from time to time).
13.2 Regarding the personal data that the Exhibitor may have access to and process as part of its participation in the Event (including Visitor Data), the Exhibitor agrees to comply with all applicable obligations as a “data controller” or “data processor” (as may be relevant) under the Data Protection Legislation including its decisions and actions concerning its processing and use of such personal data.
13.3 By signing the Contract to Exhibit, the Exhibitor is consenting, under all relevant data privacy and Data Protection Legislation, to the Organizer communicating with Exhibitors via telephone, email and by post and using its Personal Information for the following purposes, namely: for the Organizer’s internal purposes, which will include accounts processing, internal analysis of Exhibitors, publishing the Exhibitor’s details on the Event website, in the official catalogue for the Event and / or in any other directory relating to the Event or relevant industry in each case whether in print, electronically or in any other media, inviting Exhibitors to other events organized by the Organizer or its group, disclosure of information to contractors who provide services in respect of the Event, (including, but not limited to, shell scheme, security, registration, cleaning and freight contractors, caterers and electricians), disclosure to direct mailing contractors and disclosure or transfer of Exhibitor’s Personal Information to members of the Organizer’s group worldwide to allow the group to further develop its business and its services to Exhibitors. Please contact the Organizer if you do not wish your Personal Information to be used in any of the ways mentioned above.
13.4 The Exhibitor shall implement and maintain appropriate technical and organizational security measures against the unauthorized or unlawful processing of Personal Information (including Visitor Data) and against accidental loss, or destruction of or damage to Personal Information to meet the requirements of the Data Protection Legislation, to ensure the protection of the rights of the data subjects, and provide a standard of protection that is at least as comparable to the protection required under the Data Protection Legislation.
13.5 The Personal Information provided by the Exhibitor to the Organizer (including details of Permitted Sharers) is necessary for the fulfilment, administration, management, and execution of the Contract to Exhibit. The individual identified in the Quotation, Contract to Exhibit and later communications as the contact person for the Exhibitor or Permitted Sharers may be contacted by the Organizer, the Venue, the virtual platform and their subcontractors for the purposes of facilitating the participation of the Exhibitor and Permitted Sharers at the Event which may also include entry of the Exhibitor and Permitted Sharers on the Event website and in the Event directory, arranging introductions to or appointments with certain Event visitors, and appropriate marketing of related services and products, subject to the Event privacy policy, which is displayed on the Event website.
13.6 These Terms and Conditions include the Organizers Privacy Policy, which is included herein by reference and can be accessed on the Organizer’s website or at the request of the Exhibitor to the Organizer.
14. APPLICABLE LAW
14.1 This Agreement shall be governed, interpreted, and implemented in all respects in accordance with the laws of the Republic of South Africa.
15. JURSDICTION
15.1 The Parties consent to the jurisdiction of the Magistrate’s Court in any action or proceeding otherwise beyond its jurisdiction, it being understood however, the Organizer shall at all times be entitled to bring any such action or proceeding in the High Court. If any action be necessary, each Party to pay own costs and disbursements as between attorney and client unless otherwise stipulated by Order of Court.
16. ADDRESSES FOR LEGAL PROCESS AND NOTICES
16.1 Any notice required or permitted to be given under this Agreement shall be in writing, shall specifically refer to this Agreement, and shall be addressed to the appropriate Party at the address specified below or such other address as may be specified by such Party in writing in accordance with this clause 16.1, and shall be deemed to have been given for all purposes (a) when received, if hand-delivered or if by electronic mail on the same day or sent by a reputable international courier service, or (b) ten (10) Business Days after mailing, if mailed by first class certified or registered airmail, postage prepaid, return receipt requested.
16.2 Notwithstanding anything to the contrary in this clause 16. a written notice or other communication received by any party shall be adequate written notice or communication to it notwithstanding that the notice was not sent to or delivered at its chosen address.
16.3 Any party may by written notice to the other party change its physical address postal address or email address for the purpose of this clause 16. to any other address, provided that the change shall become effective on the 7th (seventh) day after the receipt of such notice by the other party.
16.4 The Organizer has chosen for the purpose of this Agreement the following physical address, postal address, and email address:
16.4.1 Physical address: Building 8, Country Club Estate Office Park, 21 Woodlands Drive, Woodmead, Johannesburg, South Africa;
16.4.2 Postal Address: PO Box 1597, Kelvin, 2054.
16.4.4 All notices to be marked for the attention of Legal and Compliance.
17. ENTIRE AGREEMENT
17.1 This Agreement contains the entire agreement between the Organizer and the Exhibitor. The Exhibitor acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement, including any links to documents referred to in this Agreement. This does not exclude liability for fraudulent misrepresentation.
17.2 These Regulations shall apply to all agreements, including this Agreement, and shall override any terms submitted by the Exhibitor which shall have no legal effect.
17.3 All conditions and warranties implied by custom, law or regulation are excluded from this Agreement to the extent permissible by law.
18. GENERAL
18.1 This Agreement shall apply to all services rendered by Organizer to the Exhibitor to the complete exclusion of any other terms and conditions whether oral or in writing.
18.2 The Contract to Exhibit shall form an integral part of this Agreement.
18.3 The headings in this Agreement have been inserted for convenience only and shall not be used for nor assist or affect its interpretation.
18.4 No variation of this clause as well as the balance of this Agreement shall be of any force or effect unless reduced to writing and signed by all the parties, excepting such variations by the Organizer as allowed in terms of this Agreement.
18.5 No indulgence or extension, which the Organiser may allow to the Exhibitor, will be regarded as a variation of this Agreement, or a waiver of the Organiser’s rights in terms of this Agreement.
18.6 No remedy conferred by this Agreement is intended to be exclusive in any other remedy that is otherwise available in law, unless expressly limited in this Agreement. Each remedy shall be cumulative and in addition to any other remedy granted in terms of this Agreement or otherwise available in law. The election of any one or more remedy by any of the parties shall not constitute a waiver by such party of the right to pursue any other remedy.
18.7 If any provision of this Agreement is rendered void, illegal or unenforceable in any respect such provision shall be severable and the validity, legality, and enforceability of the remaining provisions of this Agreement shall remain in full force and effect.
18.8 This Agreement may be executed in one or more counterparts which, when read together, will constitute a single binding agreement.
18.9 For the purpose of delivery of all notices and / or processes arising from or in connection with this Agreement, the Exhibitor chooses as its domicilium citandi et executandi the address stated in the Exhibitor’s application or registered office of the Exhibitor as stated under clause 16 of the Agreement.
18.10 To the extent that the CPA applies to this Agreement, any provisions contained herein which are in conflict with Section 51 shall be read as being pro non scripto and as such shall not be binding as between the parties.
18.11 The signatory to this Agreement confirms that the entire contents of this Agreement and all its terms and implications and consequences of the terms have been fully explained to them and that they understand and agree to all the legal effect thereof.
18.12 The parties agree that the rule of interpretation to construe contract terms against the drafter, namely the contra proferentem rule shall not be applicable.
18.13 The Exhibitor shall not be entitled to cede, assign, transfer, make over, sublet, subcontract, delegate or alienate any of its rights or obligations in terms of this Agreement without the Organizer’s written consent. Consent may be withheld in the Organizer’s sole and unfettered discretion.
19. RESERVATION OF RIGHTS
The Organizer reserves the right to take any action that is reasonably necessary in the sole judgment of the Organizer for the protection of the Event and/or the
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| The signatory warrants his/her authority to sign this Agreement on behalf of the company AND further verifies that he/she is mandated to bind the company to the terms and obligations of this Agreement. the signatory further warrants that he/she has read, fully understood and considers the company bound by these TERMS & CONDITIONS |
The signatory warrants his/her authority to sign this Agreement on behalf of the company AND further verifies that he/she is mandated to bind the company to the terms and obligations of this Agreement. the signatory further warrants that he/she has read, fully understood and considers the company bound by these TERMS & CONDITIONS |
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