INTERPRETATION
In these Conditions and the Rules and Regulations unless there is
something in the subject or context inconsistent therewith:-
“Additional Services” means the supply of electricity, power, gas,
telephone, water and/or compressed air by the Approved Contractor.
“the Allocated Space” means the space specified in the Reservation
Details or such other space of equal size which the Organiser may
reasonably specify from time to time and include references to any part
or parts of the Allocated Space and to the Fittings or any of them.
“Approved Contractor” means the contractor nominated by the Owner
and/or the Organiser to provide the Additional Services.
“the Authority” means any body empowered to make regulations in
respect of the Exhibition and/or the Premises.
“the Building” means the exhibition hall(s) wherein the Exhibition is
taking place.
“Consent” means a written consent before the act or event in question
“Contract” means the contract to exhibit at the Exhibition made between
the Organiser and the Exhibitor.
“the Contractor” means any person, firm or company engaged by the
Exhibitor in connection with the preparation of the Allocated Space, the
construction, installation and dismantling of the Stand and the installation
and removal of any Exhibits.
“Exhibition” means the exhibition specified in the Contract.
“the Exhibitor” means the person named in the Contract and includes,
where the context permits, its employees, agents, contractors or
representatives.
“Exhibits” means those exhibits to be situated at the Allocated Space as
specified in the Reservation Details or such other exhibits to which the
Organiser consents.
“Hire Charges” means the sum specified in the Reservation Details.
“The Open Period” means the period set out in the exhibitor handbook
being the period during which the “Exhibition” is accessible by the
public.
“the Organiser” means YPL Exhibitions and includes its successors and
assigns.
“Owner” means the owner of the Premises and/or any superior
landlord of the Organiser.
“Premises” means the Owner’s premises including the approaches,
car parks, grounds and boundaries.
“the Reservation Details” means the list of particulars of various
matters and headed “Reservation Details”.
“Rules and Regulations” means the Organiser’s Rules and Regulations
from time to time applicable to the Exhibition.
“Shell or Partial Shell” means the type of Stand to be provided on the
Allocated Space by the Organiser.
“Stand” means the stand to be installed on the Allocated Space.
Words importing the singular number shall include the plural number
and vice versa; words denoting any gender includes all genders; words
denoting persons include firms and corporations and vice versa.

LICENCE
The Organiser licences and the Exhibitor takes a licence to occupy the
Allocated Space for the purpose of and duration of the Exhibition subject
to these Conditions.

EXHIBITOR’S OBLIGATIONS
Pay the Hire Charges in sterling plus VAT at current UK rate at the
times and in the manner specified in the Reservation Details without any
deduction or exercise of any right of set-off.
If the Hire Charges or other sums payable by the Exhibitor shall at
any time be in arrears for fourteen days after becoming due whether
demanded or not paid to the Organiser in respect of the period from
the date such charges became due until the date it is paid interest on such
amount unpaid at a rate equal to four per cent (4%) per annum above
the base rate for the time being of HSBC Bank Plc the amount of such
interest to be enforceable by lien on the Exhibits.
Pay the Organiser’s costs including VAT thereon of and in connection
with all applications by the Exhibitor for any consent or approval of the
Organiser required by the terms hereof including those incurred
in cases where a consent is refused or the application is withdrawn.
Pay and compensate the Organiser fully for any cost expense loss or
damage incurred or suffered by the Organiser as a consequence of
any breach of the agreements on the part of the Exhibitor in these
Conditions and to indemnify the Organiser from and against all actions
claims and liabilities in that respect. For the avoidance of doubt the
Exhibitor shall pay any legal costs incurred by the Organiser as a
consequence of any breach by the Exhibitor on a Solicitor and own
Client basis.
Pay and compensate the Organiser and the Owner for any cost, expense,
loss or damage incurred or sustained by the Organiser, the Owner and
their respective licencees, servants, employees, property
or equipment or any other person attending the Exhibition caused by the
negligence of the Exhibitor, its agents, servants or employees.
If the Stand, Exhibits or other goods and belongings of the Exhibitor
shall not have been removed from the Allocated Space on the date of
expiration or sooner determination of the Contract;
Pay to the Organiser a sum equal to the Hire Charges for the period from
the end of the Exhibition or sooner determination of these Conditions
until the Exhibitor shall have removed all such goods
from the Allocated Space;
Pay to the Organiser any expenses incurred by the Organiser. Without
prejudice to the above clause the Exhibits shall be subject to a general
lien in favour of the Organiser for all Hire Charges and other monies
payable by the Exhibitor to the Organiser pursuant to these Conditions.
The Organiser shall be entitled to remove such goods
and sell them and apply the proceeds in discharging the Exhibitor’s
liability to the Organiser. Any surplus less the reasonable costs of
removal and sale shall be paid by the Organiser to the Exhibitor. Comply
with and procure that the Contractors, employees, servants, agents and
licencees comply with the Rules and Regulations;
Comply with and procure that the Contractors employees, servants,
agents and licencees comply with the rules and regulations made by the
Owner (copies of which are available upon written request) and
to keep the Organiser indemnified against any breaches thereof;
Promptly settle all its liabilities incurred in connection with the
Exhibition including but not limited to paying the charges for the
Additional Services;
The Exhibitor shall comply with all conditions, requirements and
regulations of the Authority by which the operation of the Building
is governed.

EXHIBITOR’S FURTHER OBLIGATIONS
The Exhibitor must also:-
Occupy the Allocated Space personally for the purpose of the
Exhibition and not assign sublet charge share or part with possession nor
permit use or occupation by anyone else.
Keep all parts of the Allocated Space in good clean, repair and
condition (fair wear and tear and damage by any risks against which the
Organiser or the Owner insures only excepted unless the relevant policy
of insurance shall have been rendered void or voidable or
payment of the whole or part of the insurance moneys refused in
consequence of some act or default on the part of or suffered by the
Exhibitor)
Clean the Allocated Space and remove all rubbish and debris at the end
of the Exhibition and each day thereof or sooner if required.
If applicable, preserve the Shell or Partial Shell from being destroyed or
damaged and make good pay for repair or replace with articles of
a similar kind and of equal value such of the Shell or partial Shell as shall
be destroyed lost broken or damaged (damage by accidental fire or other
risk insured against by the Organiser or the Owner only excepted unless
the relevant policy of insurance shall have beenrendered void or voidable or payment of the whole or part of the insurance monies refused in consequence of some act or default on the part of or suffered by the Exhibitor).
Permit the Owner, Organiser and all others authorised by them with
or without workmen and others upon giving reasonable prior notice (but
at any time in an emergency) to enter upon the Allocated Space at all
reasonable times during the daytime for the purpose of examining the
state and condition of the Allocated Space and the Stand and
thereupon the Organiser may give to the Exhibitor notice in writing of
all dilapidations wants of repair cleansing amendment and restoration
then found and which are the responsibility of the Exhibitor hereunder
and of all destruction loss breakage or damage of or to the Stands as
the Exhibitor shall be bound to make good then found and to require
the Exhibitor to repair cleanse amend and restore and make good the
same respectively immediately after the service of such notice and if the
Exhibitor fails to execute the aforementioned within the said
period then the Exhibitor shall permit the Organiser to enter upon the
Allocated Space and execute such work at the expense of the Exhibitor
and pay to the Organiser the proper expenses of any such work upon
demand on a full indemnity basis.
Immediately after receipt of any notice given or order made by any
Authority in respect of the Allocated Space give full particulars
thereof to the Organiser and take all reasonable steps to comply with the
same and join with the Organiser in taking such other reasonable action
in relation to such notice or order as the Organiser may decide.
Give to the Organiser immediate written notice of any damage
or destruction or loss happening to the Allocated Space, the Stand or the
Exhibits whether by fire or otherwise and if repairs become
necessary for which the Exhibitor does not accept liability forthwith
to notify the Organiser thereof.
Deliver up to the Organiser the Allocated Space at the expiration or
sooner determination of the Contract in such good clean state and
condition and repair as aforesaid.
Acknowledge and comply with its responsibilities under the Health and
Safety Acts.
Procure that any Stand installed by the Contractor is erected,
constructed and maintained to a reasonable and proper standard and
in compliance with all regulations made by the Authority.
Remove its Stand (excluding Shells or Partial Shell Stands or furniture
belonging to the Organiser), without damage to the Building or Premises
immediately after the close of the Exhibition.

EXHIBITOR’S RESTRICTIONS
The Exhibitor must not:-
Except with the Organiser’s consent:-
Remove the Shell or Partial Shell Stand erected on the Allocated Space.
Carry out any redecoration of the Building.
Erect or construct any structures including the Stand.
Create any nuisance or annoyance in the Allocated Space,
Building or Premises nor permit any nuisance or annoyance to be
so created. Use the Allocated Space, Building or Premises for any purpose
otherwise than for the Exhibition and in particular the Allocated
Space, Buildings or Premises shall not be used by the Exhibitor for
any illegal obscene or immoral purpose (including but not limited
to betting, gaming or gambling), in contravention or any statute
regulation or bye-law, or in such way as to harm the reputation of
the Organiser or the Owner. Pull down alter add to or in any way interfere with the construction or arrangement of the Shell or Partial Shell Stand.
Do or permit or suffer to be done anything upon the Allocated Space
which shall cause damage to or deterioration of the Allocated Space,
Building or Premises.Remove Exhibits from the Allocated Space until the end of the ‘Open Period’.

ORGANISER’S OBLIGATIONS
The Organiser agrees with the Exhibitor that:-
The Exhibitor paying the Hire Charges and performing and observing the
obligations on the part of the Exhibitor may quietly possess and enjoy the
Allocated Space during the Exhibition without any lawful interruption
from the Organiser.

It will, if applicable, install the Shell or Partial Shell Stand on the
Allocated Space using reasonable skill and care.
It will use its reasonable endeavours to organise and promote the
Exhibition in such manner as they consider appropriate. The Organiser
reserves the right to amend or vary the manner or methods of such
organisation and promotion and any statement made by the Organiser as
to visitor or exhibitor projections or methods or timing
of promotions shall constitute only general indications of the
Organiser’s promotion and organising strategy and shall not constitute a
representation or warranty.

If the Allocated Space or any part thereof shall be destroyed or
rendered unfit for use by fire or explosion or by reason of any defect
or want of reparation in the Premises then the Hire Charges (or a fair
proportion thereof according to the nature and extent of the damage and
such Hire Charges or fair proportion thereof that have been paid less
a fair share of the Organiser’s reasonable costs and expenses incurred
in organising the Exhibition shall be refunded to the Exhibitor by the Organiser) shall cease to be payable for so long as the Allocated Space or any part thereof shall remain unfit for use.

INSURANCE
Neither the Organiser or the Owner will be responsible for the loss or
damage of, or destruction by theft or fire or any other cause
whatsoever of any Exhibit. The Exhibitor agrees to undertake and insure
in their full replacement value its Exhibits.
The Exhibitor must not do anything to invalidate the Organiser’s or
Owner’s insurance or which may cause the premium of any such
policy to be increased. The Exhibitor will effect and maintain with an insurance company of repute during the Exhibition a policy of public liability insurance in
respect of damage or injury caused by the negligence of the Exhibitor,
its employees, servants, agents or licencees in connection with the
Exhibitor’s obligations under these Conditions to any of the Owner,
Organiser or others property together with damage to the Building
and Premises in a sum of not less than £2,000,000.00 and to produce
a copy to the Organiser at least one week prior to the start of the
Exhibition.The Exhibitor will procure that the Contractor takes out public
liability insurance against the same risks that it insures against in
the sum of £2,000,000.00.

LIABILITY
The Organiser shall have no liability to the Exhibitor for any loss,
damage, costs, expenses or other claims for compensation arising from
any information or instructions supplied by the Exhibitor which are
incomplete, incorrect, inaccurate, illegible, out of sequence or in the
wrong form, or arising from their late arrival or non-arrival, or any other
fault of the Exhibitor.
Except in respect of death or personal injury cause by the Organiser’s
negligence, or as expressly provided in these Conditions, the Organiser
shall not be liable to the Exhibitor by reason of any
representation (unless fraudulent), or any implied warranty, condition
or other term, or any duty at common law, or under the express terms of
these Conditions, for any loss of profit or any indirect,
consequential loss, damage, costs, expenses or other claims (whether
caused by the negligence of the Organiser, its servants or agents or
otherwise) which arise out of or in connection with the Exhibition and
the entire liability of the Organiser under or in connection with these
Conditions shall not exceed the amount of the Hire Charges except as
expressly provided in these Conditions.
The Exhibitor shall pay and compensate the Organiser for any cost,
expense, loss or damage incurred or sustained by the Organiser caused by
the Exhibitor infringing the intellectual property rights of a third party.

FORCE MAJEURE
The Exhibitor acknowledges and agrees that circumstances may arise
which prevent the Exhibition from being staged and that these are at the
Exhibitor’s sole risk save only to the extent that such circumstances are
solely and directly attributable to any act or omission on the part of the Organiser which results in the Exhibition being unable to be staged.
If by reason of any circumstances including but not limited to the
following:
Act of God, explosion of any kind, adverse weather conditions,
pandemic, flood, tempest, fire or accident;
Acts of terrorism, war or threat of war, sabotage, insurrection, civil
disturbance or requisition;
Acts, restrictions, legal compliance, regulations, bye-laws, governmental
action, prohibitions or measures of any kind on the part of any Authority;
Import or export regulations or embargoes;
Shortage of materials, strikes, lock-outs or other industrial actions or
trade disputes (whether involving employees of the Organiser or of a
third party);
Power failure or disruption to the supply of electricity, gas or water; the
Organiser reasonably considers that the Exhibition cannot proceed, the
Organiser shall notify the Exhibitor. Unless the Exhibitor and Organiser
can agree upon an alternative response to those circumstances, by giving
written notice to the Exhibitor, the Organiser shall be entitled (as long
as those circumstances subsist) to cancel the Exhibition and/or suspend
the staging of the Exhibition without incurring any liability therefore
whatsoever. If the Organiser gives such notice to the Exhibitor, the
Organiser shall be entitled to retain all monies paid to the Organiser prior
to service of such notice and to seek immediate payment of all monies
due to the Organiser from the Exhibitor. Before serving any such notice,
the Organiser will enter into communication with the Exhibitor with the
intention of moving the Exhibition to an alternative venue or otherwise
varying the dates comprising the Exhibition, so that the circumstances
giving rise to the prevention of the Exhibition can be avoided if possible
within a reasonable timescale.

TERMlNATlON
This clause applies if:-
the Exhibitor commits a breach of these Conditions and fails to
remedy such breach within the time specified by the Organiser to
rectify the same. For the avoidance of doubt the Exhibitor accepts that
it is reasonable for the Organiser to require the immediate remedy of a
defect during the course of the Exhibition;
the Exhibitor makes any voluntary arrangement with its creditors or
(being an individual or firm) becomes bankrupt or (being a company)
becomes subject to an administration order or goes into liquidation
(otherwise for the purposes of amalgamation or reconstruction);
an encumbrancer takes possession, or a receiver is appointed, of any of
the property or assets of the Exhibitor;
the Exhibitor ceases, or threatens to cease, to carry on business;
the Organiser reasonably apprehends that any of the events mentioned
above is about to occur in relation to the Exhibitor and notifies the
Exhibitor accordingly.
If this clause applies then, without prejudice to any other right or
remedy available to the Organiser, the Organiser shall be entitled to
terminate the Contract or suspend performance of the Contract
without any liability to the Exhibitor and the balance of the Hire Charges
shall immediately become due and payable notwithstanding any previous
agreement to the contrary.

CANCELLATION AND THE ALLOCATED SPACE
The Contract may be cancelled by the Exhibitor on condition that the
Exhibitor pays to the organiser the following cancellation charges:-
- cancellation received after today’s date 20% of Hire
but before 3rd February 2012 Charges plus VAT
- cancellation received after 3rd February 2012 50% of Hire
but before 13th April 2012 Charges plus VAT
- cancellation received after 100% of Hire
13th April 2012 Charges plus VAT
If the Exhibitor wishes to reduce the size of the Allocated Space it should
apply in writing to the Organiser. The Organiser may in its absolute
discretion elect to accept the request in which event the
cancellation charges referred to above shall apply on a pro rata basis.
In the event that the Organiser is able to re-licence all or part of the
Allocated Space then it shall not be obliged to reimburse all or part
of the cancellation charges to the Exhibitor, which was subject to the
cancellation.
The Organiser reserves the right to revise the layout of the Exhibition
at any time. If as a result of the revision of the layout the Exhibitor is
allocated a different Allocated Space or if the Allocated Space is reduced
in size then the Organiser will, if reasonably possible consult with the
Exhibitor before the new layout is finalised. If the Allocated Space is not
changed as a result of the revised layout the Organiser is not obliged to
consult with or obtain the consent of the Exhibitor. In the event that the
new Allocated Space is smaller than the space originally allocated to the
Exhibitor then the Organiser’s sole responsibility will be to refund part
of the Hire Charges on a pro-rata basis. For the avoidance of doubt the
Exhibitor shall not be entitled to a refund of his charges if the Exhibitor
is allocated a new space of equal or greater size than the space originally
allocated to it.

GENERAL
The Organiser may choose at its absolute discretion to offer an ‘early
bird’ or ‘loyalty bonus’ to the Exhibitor for the booking of a stand. This
loyalty bonus will only be honoured if the Exhibitor books at consecutive
Exhibitions without interruption throughout the loyalty bonus term
period by the required booking deadline. Should the Exhibitor decide not
to exhibit in any instance within the series of consecutive Exhibitions to
which the loyalty bonus applies, or to book after the deadline to obtain
the bonus, then the full Hire charges will apply for current and future
exhibitions.

The Organiser reserves the right to require the Exhibitor to remove any
Exhibit if the Organiser in its absolute discretion considers that it is
libellous, obscene, undesirable or detrimental to the Exhibition, other
exhibitors or the general commercial interests of the Organiser or any
other company from time to time forming part of the same group of
companies of which the Organiser forms part or that infringes the right of
any third party.

Any changes or additions to these Conditions must be agreed in
writing by the Organiser and the Exhibitor.
The Organiser’s employees or agents are not authorised to make
any representations concerning the Exhibition unless confirmed by
the Organiser in writing. In entering into the Contract the Exhibitor
acknowledges that it does not rely on any such representations which are
not so confirmed.

Any advice or recommendation given by the Organiser or its
employees or agents to the Exhibitor or its employees or agents as to the
Exhibition which is not confirmed in writing by the Organiser is followed
or acted upon entirely at the Exhibitor’s own risk, and accordingly the
Organiser shall not be liable for any such advice or recommendation
which is not so confirmed.

Further details about the Exhibition and advice or recommendations may
be available on written request. The Organiser may correct any typographical or other errors or omissions in any brochure, promotional literature, quotation or other document relating to the Exhibition without any liability to the Exhibitor.
The Exhibitor will permit the Owner and Organiser to send information
and other items by postal mail or courier, or email or fax relating to the
exhibition or future exhibitions as felt necessary by the Owner
or Organiser.

The Organiser may at any time without notifying the Exhibitor make
any changes to the Exhibition which are necessary to comply with
any applicable safety or other statutory requirements or which do not
materially affect the Exhibition.

These Conditions the Rules and Regulations and the Contract
constitute the entire agreement between the parties, supersede any
previous agreement or understanding and may not be varied except in
writing between the parties. All other terms and conditions, express
or implied by statute or otherwise, are excluded to the fullest extent
permitted by law.

Any notice required or permitted to be given by either party to the other
under these Conditions shall be in writing and sent by recorded delivery
to the other party at its registered office or principal place of business
or such other address as may at the relevant time have been notified
pursuant to this provision to the party giving notice.
No failure or delay by the Organiser in exercising any of its rights
under these Conditions shall be deemed to be a waiver of that right, and
no waiver by the Organiser of any breach of these Conditions by the
Exhibitor shall be considered as a waiver of any subsequent breach of the
same or any other provision.

If any provision of these Conditions is held by any competent
authority to be invalid or unenforceable in whole or in part, the
validity of the other provisions of these Conditions and the remainder of
the provision in question shall not be affected.
English law shall apply to the Contract, and the parties agree to
submit to the exclusive jurisdiction of the English courts.