1.1 In these Terms the following words will have the following meanings:
“Exhibitor Application Form” means the form overleaf;
“Exhibition” means the exhibition referred to overleaf;
“Exhibition Manual” means the handbook to be produced by the Organiser containing such regulations as may deem reasonable to the Organiser relating to the Exhibition, the Venue and the Exhibitor’s attendance and conduct at the Exhibition;
“Fee” means the aggregate amount to be paid by the Exhibitor to the Organiser for the Space as shown overleaf;
“Organiser” means Red Dot Events Limited and its successors and assigns;
“Space” means the area of the floor space at the Exhibition licensed by the Organiser to the Exhibitor.
“Stand” means any structure, platform or other erection located in the Space for the Exhibitor’s purpose at all locations;
“Terms” means these terms and conditions together with the contents of the Exhibition Manual; and “Venue” means the events location where the Exhibition takes place.
2.1 These terms shall govern the provision of the Space by the Organiser to the Exhibitor to the exclusion of any other terms and conditions.
2.2 A binding contract shall come into existence between the Exhibitor and the Organiser on acceptance of the Application Form and in writing by the Organiser.
2.3 No charges to these terms shall be valid unless in writing and signed on behalf of the authorized representatives of both the Exhibitor and the Organiser.
3.1 The Exhibitor shall promptly pay for the Fee by instalments, in accordance with the schedule detailed in the Exhibitor Brochure.
3.2 The Exhibitor shall in addition to the Fee promptly pay for all amounts of charges relating to the Exhibitor’s participation in the Exhibition in accordance with the Exhibition Manual or in respect to all goods and services supplied at the request of the Exhibitor.
3.3 The Fee is payable without any deduction, withholding or set-off whatsoever.
3.4 If the Fee is not paid when due in accordance with the Exhibitor Application Form, then without prejudice to the Organiser’s other rights or remedies:-
3.4.1 the Exhibitor shall be liable to pay interest on the overdue amount at an annual rate of 4% above the best lending rate adopted by Barclays Bank PLC from time to time, such interest to accrue on a daily basis from the date on which payment becomes overdue until the date the payment is made; and
3.4.2 the Exhibitor shall be liable for the Organiser’s incidental costs of collection and recovery of amounts due, including but not limited to solicitor’s costs and disbursements on a full indemnity basis before and after commencement of legal proceedings.
4.1 Subject to this Clause, the Exhibitor may, by notice in writing delivered to the Organiser by recorded delivery (“the Cancellation Notice”), cancel its booking and liquidated damages (and not penalty) by way of cancellation fees shall be payable by the Exhibitor in accordance with Clause 4.2.
4.2 Upon cancellation in accordance with the above Clause 4.1, the cancellation fee payable by the Exhibitor to the Organiser will be as follows:
Cancellation date prior to 1st July 2016- Cancellation Fee: 30% of the total fee,
Cancellation date between 2nd July and 26th August 2016 (inclusive)- Cancellation Fee: 70% of the total fee.
Cancellation date after 26th August 2015- Cancellation Fee: 100% of the total fee.
4.3 Upon accepting the Cancellation Notice the Organiser may resell or reallocate the cancelled Space, without any obligation to refund any cancellation fees or account to the Exhibitor for income from reselling or reallocating the cancelled Space.
5. OCCUPATION OF SPACE
5.1 The Exhibitor shall occupy the whole of its allocated Space at the commencement of the Exhibition and for the entire duration of the opening hours of the Exhibition.
5.2 The Exhibitor shall not sub-let, share or part with occupation of the Space or any part of it.
5.3 The Exhibitor shall occupy the Space as the Organiser’s licensee and shall not obtain any right of exclusive possession or occupation of or any proprietary interest in the Space.
5.4 The Exhibitor’s Stand shall be constructed in accordance with the regulations set out in the Exhibition Manual. The Exhibitor shall comply with all instructions of the Organiser and/or its agents in respect of the construction of the Stand.
5.5 The location of the Space shall be provisional and subject to change prior to the Exhibition. The Organiser shall be entitled to relocate the Exhibitor’s Space at any time prior to the Exhibition and, if necessary, reduce the Space allocated provided that a rebate of the Fee is granted to the Exhibitor pro-rata to the reduction of the Space.
5.6 The Exhibitor shall vacate the Space at the end of the period of the Exhibition or otherwise in accordance with the Organiser’s request. In the event that the Exhibitor fails to vacate the Space, it shall indemnify and keep indemnified the Organiser against any losses, costs incurred as a result of the Exhibitor’s failure to vacate.
6. EXHIBITOR’S OBLIGATIONS
6.1 The Exhibitor shall not supply from the Stand or elsewhere at the Exhibition any food, drink or tobacco.
6.2 At the Exhibition the Exhibitor shall only conduct its business from the Stand and may not display or distribute its promotional publication or article of any kind other than from the Stand.
6.3 The Exhibitor shall observe and comply with the Exhibitor Manual at all times.
6.4 The Exhibitor will comply with all requirements of law, regulation and codes of practice applicable to it and ensure that it does not infringe the rights of any third party in its activities the subject of these Terms.
6.5 The Exhibitor shall indemnify the Organiser and hold the Organiser harmless against all loss, damages claim and costs resulting from the Exhibitor’s use of the Space and the acts and omissions committed by the Exhibitor and its employees, agents, contractors and invitees.
7. LIABILITY AND INSURANCE
7.1 Subject to Clause 7.3, the Organiser shall not be responsible for:-
7.1.1 the theft, damage and safety of all goods, decorations and other items brought into the Venue by the Exhibitor, its agents, employees or sub-contractors; or
7.1.2 the supply to the Exhibitor of any goods or services any third parties at the Exhibition, including the operator and owner of the Venue, designated contractors and the Organiser’s contractors.
7.2 Although all reasonable precautions shall be taken, subject to Clause 7.3 the Organiser’s liability shall be limited as follows:-
7.2.1 the Organiser’s maximum aggregate liability under or in connection with these Terms shall not exceed the total amount of the Fee actually paid by the Exhibitor; and
7.2.2 the Organiser shall not be liable for any loss of income or profits, loss of contracts or for any indirect or consequential loss or damage of any kind howsoever arising.
7.3 Nothing in these Terms shall exclude or in any way limit the liability of the Organiser for fraud or for death or personal injury caused by its negligence or for any other liability to the extent that the same may not be excluded or limited as a matter of law.
7.4 The Organiser shall not be liable for any delay or damage or loss caused by any act of God, terrorist activity, political unrest or other event, fact or circumstance beyond the Organiser’s reasonable control.
7.5 The Exhibitor shall take out and maintain adequate insurance which shall not entitle the insurers to exercise any subrogation rights against the Organiser and the Exhibitor shall on demand provide sufficient evidence of such insurance to the Organiser. Without prejudice to the foregoing provisions in this Clause 7, in the event of the Organiser having any liability, the claimant shall first of all recover or procure to be recovered the money payable by the insurers under the insurance policies between the insurers and/or the relevant parties relating to the subject matter or event from which the Organiser’s liability arises and the claimant’s claim against the Organiser is limited to the extent that the money paid and/or payable by the insurer under such insurance policies is not sufficient to reasonably compensate the claimant.
8.1 The Organiser may terminate this agreement forthwith by notice in writing to the Exhibitor or exclude the Exhibitor from the Exhibition, if the Exhibitor:-
8.1.1 commits a material or persistent breach(es) of any these Terms and, having received from the Organiser a notice giving full particulars of the breach(es) and requesting that the same be remedied, has failed to remedy such breach(es);
8.12 becomes insolvent, enters into liquidation or bankruptcy, passes a resolution for its winding up, has a receiver or administrator appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt, or
8.1.3 ceases, or threatens to cease. to carry on business; and
8.1.4 in the course of preparation for the Exhibition or during the Exhibition, acts In violation of law, including but not limited to performing any act or committing any omission which is or is likely to infringe the rights of any third party.
8.2 In the event that the Organiser exercises its right to terminate this agreement, the licence by the Exhibitor over the Space will cease and the Exhibitor shall pay to the Organiser liquidated damages (and not as penalty) in accordance with Clause 4.2 Cancellation.
8.3 The Organiser shall be entitled to remove any person or thing or exclude the Exhibitor from the Venue in the event that the Organiser considers such removal or exclusion to be in the interests of the Exhibition, the Venue or the other exhibitors or visitors at the Exhibition. In such event, the Fee shall be forfeited to the Organiser as liquidated damages and not as penalty).
9. COMPLIANCE WITH LAWS AND REGULATIONS
9.1 The Exhibitor shall comply with all applicable laws, regulations and codes of practice relating to the Exhibition and the Exhibitor’s attendance at the Exhibition, including without limitation, all fire and health and safety regulations, the rules and regulations set out in the Exhibition Manual and any additional rules imposed by the operator or owner of the Venue or the government from time to time.
9.2 Any materials used for building, decorating and covering the Stand or forming part of the Stand must be inflammable.
9.3 No explosives, detonating or fulminating compounds or other dangerous materials shall be brought into the Exhibition by or on behalf of the Exhibitor
10. LAW AND JURISDICTION
10.1 These Terms shall be governed in all respects by the Laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to deliberate any disputes between the parties.
11.1 Save in relation to Clause 4, all notices and other communications served pursuant to or in connection with these Terms shall be sent by first class post, airmail, courier or fax to the address as specified overleaf for each party or to such other address as either party may notify for such purpose.
11.2 Subject to Clause 4, notices shall be deemed served in accordance with the following:
11.2.1 if sent by first class post to an address within the UK two working days after posting and if sent elsewhere, seven working days after posting:
11.2.2 if sent by courier, on confirmed delivery; or
11.2.3 if sent by fax, on confirmation of transmission.
12.1 The failure of either party to enforce any terms of or right arising pursuant to these Terms does not constitute a waiver of such form or right and shall in no way affect that party’s right later to enforce or exercise the term or right.
12.2 The invalidity or un-enforceability of any term of or right arising pursuant to those Terms shall not adversely affect the validity or enforceability of the remaining terms and rights.
12.3 These Terms constitute the entire agreement and understanding between the parties with respect to its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing, with respect to the same. No representation, undertaking or promise whether, without limitation, relating to location of the Space, visitor or exhibitor attendance figures
or otherwise, shall be taken to have been given or be implied from
anything said or written in communications between the parties prior to these Terms, except as set out herein. Neither party shall have any remedy in respect of any untrue statement made to it upon which it has relied in entering into these Terms (unless such untrue statement was made fraudulently) and that party’s only remedies shall be for breach of contract as provided in these Terms
12.4 Subject to the definition of “Organiser” (pursuant to which it is
intended to confer a benefit on the named third parties), nothing in these Terms shall confer on any third party any benefit or right to enforce any of the Terms whether pursuant to any statute or otherwise.
Cambridge Art Fair 2017
The Guildhall, Market Square, Cambridge CB2 3QJ
VIP PRIVATE VIEW on Thursday 9th November 5.30 to 8.30pm
Friday 10th November 11am to 6.30pm
Saturday 11th November 11am to 5.30pm
Sunday 12th November 11am to 5pm
Red Dot Events Limited
9 Caxton House
Cambs CB23 6JN
+44 (0) 7925 794151