1.1 The following definitions and rules of interpretation apply in these Conditions.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Booking: your booking for Services made via the Website, email or by telephone.
Booking Confirmation: email confirmation that the Booking has been successful and setting out the details of the booking.
Charges: the charges payable for the supply of the Services in accordance with clause 5 (Charges and payment).
Company: means us/our/we, Smarter Society Limited registered in England and Wales
Conditions: these terms and conditions as amended from time to time in accordance with clause 10.5 together with any Venue conditions.
Contract: the contract between us for the supply of Services in accordance with these Conditions.
Customer: means you/they/your, the person or firm who purchases Services from us.
Deliverables: the deliverables set out in the Booking Confirmation.
Event: the business exhibition to be hosted by us as part of the Services at the Venue.
EventSpace: the stand space or area allocated to you at the Venue as part of the Services.
Intellectual Property Rights: patents, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights to use, and protect the confidentiality of, confidential information (including know-how ), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Services: means the sub-hire of the Event Space at the Venue, including the Deliverables (if any), supplied as set out in the Booking Confirmation.
Venue: the premises at which the Event is to be held.
1.4 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.5 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.6 A reference to writing or written includes email, letters and similar communications.
2. BASIS OF CONTRACT
2.1 Your Booking constitutes an offer to us to purchase Services in accordance with these Conditions.
2.2 The Booking shall only be deemed to be accepted when we issue the Booking Confirmation at which point and on which date the Contract shall come into existence.
2.3 Any drawings, descriptive matter or advertising issued by us, and any descriptions or illustrations contained in our catalogues or brochures or Website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5 Any quotation given by us shall not constitute an offer and is only valid for a period of 7 Business Days from its date of issue.
2.6 These Conditions shall apply to all Bookings and shall form the entire contract between us. Unless otherwise agreed all other terms and conditions of yours shall be expressly excluded.
3. SUPPLY OF SERVICES
3.1 We shall supply the Services to you in accordance with the Booking Confirmation in all material respects.
3.2 We reserve the right to amend the Booking if necessary to comply with any applicable law or regulatory requirement or the requirements of the owner of the Venue, or if the amendment will not materially affect the nature or quality of the Services, and we shall notify you in any such event.
3.3 We will allocate an Event Space to you and this cannot be changed by you under any circumstances. We reserve the right to change the space at our sole discretion.
3.4 We warrant to you that the Services will be provided using reasonable care and skill.
3.5 We cannot warrant or guarantee that the Services will lead to sales or profit generation.
3.6 We shall undertake such advertising campaigns as we deem necessary from time to time. By completing the Booking you give permission for us to use your information including, but not limited to business name and description as part of these advertisements. Should you not want your details to be shared in this way, written notice must be given as soon as possible.
3.7 Whilst reasonable effort will be taken to advertise the Event, we cannot under any circumstances guarantee the amount of footfall at any Event.
4. CUSTOMER’S OBLIGATIONS
4.1 You shall:
4.1.1 Ensure that the terms of the Booking are complete and accurate;
4.1.2 Co-operate with us in all matters relating to the Services;
4.1.3 Comply with any Venue conditions issued before or during the Event;
4.1.4 Provide us with such information and materials as we may reasonably require in Booking to supply the Services, and to that such information is complete and accurate in all material respects;
4.1.5 Obtain and maintain all necessary licences, permissions and consents which may be required before the date of the Event;
4.1.6 Comply with all applicable laws, including health and safety laws and to ensure their products comply with any relevant legislation including, but not limited to CE marking of toys, and maintaining food safety certification.
4.1.7 Ensure that any electrical equipment has up to date PAT testing certification and to supply evidence of the same to us on request; and
188.8.131.52 Remove all your goods, equipment, other items, belongings and rubbish at the end of the Event in such a manner so as to ensure no damage is caused to the Venue or the property of any other exhibitors;
184.108.40.206 Vacate the Event Space and the Venue by the end of the Event, and ensure that the space and any equipment is handed over in the condition it was received;
220.127.116.11 Ensure that the Event Space is set up and ready for the opening of the Event to visitors;
18.104.22.168 Not cause a nuisance or annoyance to the owner or other occupiers of the Venue or other exhibitors;
22.214.171.124 Keep the Event Space clean and tidy and presented to a high standard;
126.96.36.199 Conduct yourself (including any of your representatives) in a professional matter at all times;
188.8.131.52 Not use the Event Space for any immoral or illegal purpose;
184.108.40.206 Not use the Event Space is any manner which is offensive, prejudicial or racist;
220.127.116.11 Provide us with evidence of public liability insurance and any other relevant insurance on request; and
18.104.22.168 Provide us with details of any disability, allergies or dietary requirements at least 30 days prior to the Event.
4.2 If our performance of any of our obligations under the Contract is prevented or delayed by any act or omission by you or by your failure to perform any relevant obligation or we otherwise incur liability or loss due to any act or omission by you or failure by you to perform any relevant obligation:
4.2.1 Without limiting or affecting any other right or remedy available to it, we shall have the right to suspend performance of the Services until you remedy the default or where the circumstances are such that no remedy is available immediately terminate the Services (which shall include but shall not be limited to our right to remove you from a Venue);
4.2.2 We shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 4.2; and
4.2.3 You shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from your default.
5. CHARGES AND PAYMENT
5.1 The Charges for the Services shall be set out in the Booking and payment shall be required on the date the Booking is made. All payments shall be via BACS.
5.2 All amounts payable by you under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by us to you, you shall, on receipt of a valid VAT invoice from us, pay us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
5.3 If you fail to make a payment due to us under the Contract by the due date, then, without limiting our remedies under clause 8, you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.3 will accrue each day at 8% per annum above the Bank of England’s base rate from time to time.
5.4 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
5.5 It is always possible that, despite our reasonable efforts some of the Services on the Website may be incorrectly priced. If the correct price for the Services is higher than the price stated on the Website, we will contact you as soon as possible to inform it of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling the Booking. The Booking will not be processed until your instructions are received but should this happen by mistake we will refund you within 7 Business Days.
6. INTELLECTUAL PROPERTY RIGHTS & DELEGATE PROMOTION
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by you) shall be owned by us.
6.2 We grant to you, or shall procure the direct grant to you of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the Deliverables (excluding materials provided by you) for the purpose of receiving and using the Services and the Deliverables in its business but may on request require prior approval of any marketing material in this regard.
6.3 You shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.
6.4 You grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.
6.5 You grant us permission to promote your attendance at the Event on any promotional material including (but not limited to) on social media, delegate lists, mail shots, our Website and other marketing outlets which shall include a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use your contact information, logos and trademarks associated with such logos.
7. LIMITATION OF LIABILITY:
7.1 Nothing in the Contract shall limit or exclude our liability for:
7.1.1 Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
7.1.2 Fraud or fraudulent misrepresentation; or
7.1.3 Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
7.2 Subject to clause 7.1, we shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
7.2.1 Loss of profits;
7.2.2 Loss of sales or business;
7.2.3 Loss of agreements or contracts;
7.2.4 Loss of anticipated savings;
7.2.5 Loss of use or corruption of software, data or information;
7.2.6 Loss of or damage to goodwill; and
7.2.7 Any indirect or consequential loss.
7.3 Subject to clause 7.1, our total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the total Charges paid under the Contract.
7.4 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
7.5 This clause 7 shall survive termination of the Contract.
8. CANCELLATION & TERMINATION
8.1 If you wish to cancel the booking you must provide us with at least 3 months prior written notice to the Event.
8.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
8.2.1 The other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
8.2.2 The other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
8.2.3 Without affecting any other right or remedy available to it, we may terminate the Contract with immediate effect by giving you written notice if you fail to:
8.2.4 Pay any amount due under the Contract on the due date for payment;
8.2.5 Comply with any of its obligations under this Contract or where the breach of obligation is capable of remedy has not remedied the breach within 5 Business Days of us giving notice of the breach.
8.3 Without affecting any other right or remedy available to it, we may suspend the supply of Services under the Contract or any other contract between you and us if you fail to pay any amount due under the Contract on the due date for payment, you will become subject to any of the events listed in clause 8.2.1 to clause 8.2.2, or we reasonably believe that you will become subject to any of them.
8.4 We reserve the right to cancel the Event at least 20 Business Days prior to the start of the Event where we have not reached the minimum number of participants.
8.5 Due to a Force Majeure we may have to cancel a Booking for an Event. This may include (but shall not be limited to) circumstances where the Venue is no longer available. In such case we shall give you as much notice as is reasonable possible or practicable, but you accept that this may not always be possible in cases of an emergency.
8.6 All invoices must be paid in full before you attend the event. The company reserves the right to refuse entry to the exhibition and you will still be liable for full charges.
9. CONSEQUENCES OF CANCELLATION OR TERMINATION
9.1 If the Booking is validly cancelled pursuant to clause 8.1 then we shall issue you with a full refund of the paid Charges within 7 Business Days.
9.2 If the Booking is not cancelled pursuant to clause 8.1 then you shall not be entitled to a refund of paid Charges as such sums shall be instead required to compensate us for the loss of the Booking and administrations charges for costs spent in dealing with the Booking and its cancellation and seeking to re-sell the Event Space and any Deliverables.
9.3 On cancellation of the Booking under clause 8.5 we shall where possible offer you an alternative Event but where this is not possible or should you not wish to move to an alternative Event we shall issue you with a full refund of the paid Charges within 7 Business Days.
9.4 On cancellation of a Booking by you, we may in its discretion allow you to transfer the Booking to an alternative Event but additional charges may apply.
9.5 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
9.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
10.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
10.2 Assignment and other dealings.
10.2.1 We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
10.2.2 You shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of your rights and obligations under the Contract without the prior written consent from us.
10.3.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.3.2.
10.3.2 Each party may disclose the other party’s confidential information:
a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 10.3; and
b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
10.4 Entire agreement.
10.4.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
10.4.2 Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
10.4.3 Nothing in this clause shall limit or exclude any liability for fraud.
10.5 Variation. Except as set out in these Conditions, no variation of the Contract by you shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
10.5.1 We reserve the right to make amendments to: the venue, date, time and accommodation where necessary.
10.5.2 If, due to circumstances beyond the Company’s control, we have to make any change in the arrangements relating to the Confirmation we shall notify you as soon as possible. We shall endeavour to keep such changes to a minimum and shall seek to offer you arrangements as close to the original as is reasonably possible in the circumstances.
10.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
10.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
10.8.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number or sent by email to the address specified in the Booking
10.8.2 Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or, if sent by fax or email, at 9.00 am on the next Business Day after transmission.
10.8.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
10.9 Third party rights.
10.9.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
10.9.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
10.10 Governing law. The Contract, 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.
10.11 Jurisdiction. 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 the Contract or its subject matter or formation.
The technical storage or access is strictly necessary for the legitimate purpose of enabling the use of a specific service explicitly requested by the subscriber or user, or for the sole purpose of carrying out the transmission of a communication over an electronic communications network.
The technical storage or access is necessary for the legitimate purpose of storing preferences that are not requested by the subscriber or user.
The technical storage or access that is used exclusively for statistical purposes.The technical storage or access that is used exclusively for anonymous statistical purposes. Without a subpoena, voluntary compliance on the part of your Internet Service Provider, or additional records from a third party, information stored or retrieved for this purpose alone cannot usually be used to identify you.
The technical storage or access is required to create user profiles to send advertising, or to track the user on a website or across several websites for similar marketing purposes.