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bunkered Live - Birmingham

Exhibition Agreement

between

PSP Media Group Ltd, a private limited company incorporated under the Companies Acts in Scotland, registered number SC158316, and having its registered office at PSP House, 50 High Craighall Road, Glasgow, G4 9UD (hereinafter referred to as “PSP”); and

The Exhibitor, as per the order form

 

1.

PSP agrees to make the Display Stand available to the Exhibitor, during the Show, all in accordance with the Conditions of Business (all as defined below).

2.

The Exhibitor agrees to pay the Fees to PSP in accordance with the Fee Payment Schedule to use the Display Stand at the Show, all in accordance with the Conditions of Business (all as defined below).

3.

PSP and the Exhibitor both agree to be bound by the Conditions of Business (all as defined below) with effect from the Commencement Date.


'Agreement'

means this Exhibition Agreement which incorporates the Schedule attached hereto comprising 3 Parts (Part 1: Display Stand, Part 2: Fees/Fee Payment Schedule, and Part 3: Conditions of Business);

'Commencement Date'

means the date of the execution of this Agreement by the Exhibitor;

'Conditions of Business'

means the conditions of business outlined in Part 3 of the Schedule attached hereto;

'Display Stand'

means the exhibition display stand at the Show as identified on the show plan outlined in Section A of Part 1 of the Schedule attached hereto with the dimensions set out in Section B of Part 1 of said Schedule;

'Fees'

means the fees set out in Section A of Part 2 of the Schedule attached hereto;

'Fee Payment Schedule'

means the fee payment scheme set out in Section B of Part 2 of the Schedule attached hereto;

'Show'

means the bunkered Live being held at The NEC, Birmingham on Friday 18th February to Sun 20th February 2022.

EXHIBITION AGREEMENT
PART 1 OF SCHEDULE:

DISPLAY STAND

SECTION A: OUTLINE OF DISPLAY STAND ON SHOW PLAN

As per your order form.

SECTION B: DETAILS OF DISPLAY STAND

  • products/services being sold - As per your order form
  • Dimensions - As per your order form
  • 1 x light - As per your order form
  • 1 x electrical socket - As per your order form

EXHIBITION AGREEMENT
PART 2 OF SCHEDULE

SECTION A: FEES

As per your order form.

SECTION B: FEE PAYMENT SCHEDULE

1.

15% of total fees invoiced on booking. (14 day payment terms)

2.

35% of total fees due 90 days before the event.

3.

50% of total fees due by 19th January 2022

SECTION C: CANCELLATION SCHEDULE

Once the Organiser receives the completed contract to exhibit at the show, the Exhibitor is now accountable for the allocated stand. Cancellation or withdrawal by the Exhibitor is only permitted when notice is given in writing, by registered post. The below percentages of the charges shall be payable as a cancellation fee, and will be dependent on the date of receipt of such cancellation notice.

1) Within 15 days of booking

15% of total charge will be invoiced and retained as cancellation charge

2) 81 days or more to the show

50% of total charge will be invoiced and retained as cancellation charge

3) 80 days or less to the show

100% of total charge will be invoiced and retained as cancellation charge

EXHIBITION AGREEMENT
PART 3 OF SCHEDULE
CONDITIONS OF BUSINESS OF PSP MEDIA GROUP LIMITED

1. Interpretation

1.1 Definitions

In these Conditions of Business, except where the context otherwise requires, the following words and expressions shall have the following meanings:
‘Agreement’ means the one page Exhibition Agreement overleaf which incorporates these Conditions of Business and the Schedule (and other parts thereof);
‘Display Stand’ shall have the meaning given to it in the Agreement, or such other exhibition display stand as PSP may nominate in accordance with these Terms and Conditions;
‘Documentation’ means any exhibitor guide for the Show and any other literature supplied with the same by PSP to the Exhibitor;
“Exhibitor” shall have the meaning given to it in the Agreement;
“Exhibitor’s Staff” means the officers, agents, employees and/or sub-contractors of the Exhibitor;
‘Exhibits’ means the goods and / or services described in Section B of Part 2 of the Schedule to the Agreement and/or such other goods and / or services as PSP may approve (at its sole discretion acting reasonably);
‘Fees’ shall have the meaning given to it in the Agreement;
Fee Payment Schedule’ shall have the meaning given to it in the Agreement;
‘Parties’ means PSP and the Exhibitor and ‘Party’ shall be construed accordingly;
”PSP’ means PSP Publishing Limited, a private limited company incorporated under the Companies Acts in Scotland, registered number SC158316, and having its registered office at PSP House, 50 High Craighall Road, Glasgow, G4 9UD;
‘Schedule’ means the Schedule to the Agreement;
‘Show’ shall have the meaning given to it in the Agreement;
‘Show Access Times” means the times set out in Clause 2.2; and
‘Show Times’ means 9.30 am to 5pm on Friday, 9.30 am to 5pm on Saturday and 9.30am to 5pm on Sunday.

1.2 Any reference in these Conditions of Business to a statute or any provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.

1.3 The headings in these Conditions of Business are for convenience only and shall not affect their interpretation.

1.4 In the event of any conflict between the terms of these Conditions of Business and any other Part of the Schedule, then these Conditions of Business shall prevail, unless it is clearly and expressly stated that the opposite should be the case.

2. Obligations of PSP

2.1 All exhibition and management services that PSP shall be responsible for may be carried out by its agents, PSP Publishing Ltd or other agents or sub-contractors, declaring that all such services shall be performed by or on behalf of PSP exercising reasonable care and skill and PSP shall be responsible for the acts and intromissions of its agents and sub-contractors.

2.2 To enable the Exhibitor to use the Display Stand in accordance with Clause 3 at the Show, PSP shall procure that the Exhibitor’s Staff can access the Show site during the following dates and times:
(i) Thursday 17th Feb 2022 8am to 5pm;
(ii) Friday 18th Feb 2022 8.30 am to 5.30pm;
(iii) Saturday 19th Feb 2022 8.30 am to 5.30pm
(iv) Sunday 20th Feb 2022 8.30am to 11.30pm.

2.3 PSP shall ensure that the Exhibitor is given notice on or before Thursday 17th Feb 2022 of any relevant health and safety briefing(s) to be held at the Show site prior to the Show opening to the public.

2.4 PSP shall make all reasonable efforts to ensure that the Birmingham City Council are advised of the arrangements of the Show, to enable any necessary licences and permissions to be provided generally for the Show and to ensure that all necessary emergency services are either in attendance or on call (as appropriate). No guarantee or warranty is given by PSP that such licences and permissions shall be granted or that once granted they shall not be withdrawn. In the event that such licences and permissions are either not granted or are subsequently withdrawn then PSP shall promptly notify the Exhibitor.

2.5 PSP shall provide the services of a reputable security company to provide security attendants and other personnel for the Show Access Times; declaring however for the avoidance of any doubt that the Exhibitor shall be solely responsible for the security at the Display Stand during the Show Access Times.

2.6 Unless PSP and the Exhibitor agree to the contrary in writing, PSP shall be under no obligation to provide services in relation to the Agreement other than the services expressly set out in Clause 2 of these Terms and Conditions and, subject always to Clause 8.2, the Exhibitor agrees that the provision of such services as expressly set out in Clause 2 of these Terms and Conditions (and provided in accordance with the standards set out in Clause 2.1) constitutes adequate discharge of all obligations of PSP to supervise and protect the Exhibitor’s Staff and the Exhibits as well as any other property of the Exhibitor and the Exhibitor’s Staff.

3. Licence of Display Stand & Rules of Use

3.1 In consideration of the Fees, PSP hereby grants the Exhibitor a limited perpetual non-exclusive licence to use the Display Stand at the Show, subject to the terms of the Agreement.
3.1.1 The organiser reserves the right to insist on aesthetic changes to any exhibitor stands which it feels does not meet the required design standard for the exhibition. Any changes and associated cost will be paid for in full by the exhibitor. A penalty fee of 1000 may be levied on stands which are not ready on time or if the exhibitor fails to attend. No stand may be worked on whilst the Exhibition is open. If a stand is not completed within the specified period, the Organisers reserve the right to terminate the Contract, without refund of any Charges paid and any Charges which remain outstanding shall be payable in full to the Organisers

3.2 The Exhibitor shall:
3.2.1 use the Display Stand only to sell the Exhibits;
3.2.2 make no copies of the Documentation;
3.2.3 make no alteration to or modification of the whole or any part of the Display Stand, other than as may be permitted in the Documentation;
3.2.4 not grant any sub-licence of the Display Stand or Documentation or any part thereof to any third party;
3.2.5 use the Display Stand in accordance with the Documentation and any other proper and reasonable instructions from PSP (in writing or verbally);
3.2.6 ensure that all of the Exhibitor’s Staff who attend the Show and work at the Display Stand are competent, properly dressed and properly trained in respect of their work;
3.2.7 promptly notify PSP if the Exhibitor becomes aware that the Display Stand or any part thereof becomes damaged or is being misused and provide all details within its knowledge with respect to the same;
3.2.8 at all times during the Show Times occupy the Display Stand with member(s) of the Exhibitor’s Staff;
3.2.9 ensure that at all times during the Show Times the Display Stand is properly set up to sell its Exhibits;
3.2.10 nominate one person to be the principal contact between the Parties and to whom PSP shall send all correspondence and deal with during the Show;
3.2.11 notify PSP immediately on becoming aware of any fault in the Display Stand or any problem with the performance by the Exhibitor of its obligations pursuant to the Agreement;
3.2.12 make all relevant staff available for any health and safety briefing(s) prior to the Show opening to the public (the times of such briefing(s) to be made available to the Exhibitor on or before Thursday 17th February 2022;
3.2.13 ensure no advertising of the Exhibitor extends beyond the Display Stand or above the back and side rails of such space or into the space in front of the Display Area (other than as PSP may approve at its sole discretion);
3.2.14 not permit persons who are not the Exhibitor’s Staff to conduct any third party business in or from the Display Stand;
3.2.15 not permit the Exhibitor’s Staff to smoke at the Display Stands; and
3.2.16 strictly observe at all times at the Show all applicable fire and safety laws and regulations and any other health and safety laws, regulations or instructions by the emergency services, officials from Local Authorities and/or PSP in respect of the same.

3.3 If the Exhibitor shall fail to comply with any of the provisions set out in Clause 3.2 or fail to pay any of the Fees on the due date(s), then PSP may on written notice forthwith suspend or terminate (at its sole discretion) without any penalty to PSP whatsoever, the access to and use of the Display Stand during the Show Access Times and if necessary require the Exhibitor to immediately pack up its Exhibits and other belongings and remove them and the Exhibitor’s Staff from the Show site in an orderly and professional manner; declaring that PSP shall be entitled to occupy such space at the Display Stand or have such space occupied by any third party as it sees fit; further declaring that any such actions by PSP pursuant to this Clause shall not in any way release the Exhibitor from its liability to PSP under the Agreement.

3.4 The actual occupancy by the Exhibitor of the Display Stand during the Show Times is of the essence of the licence granted by PSP under Clause 3.2.

3.5 PSP reserves the right to reject, eject or prohibit (without any right of appeal or other enquiry) any of the Exhibitor’s Staff who PSP determines are either in breach of any of these Conditions of Business or who are otherwise acting in an improper manner at the Show.

3.6 PSP reserves the right to limit the numbers of the Exhibitor’s Staff in attendance at the Display Stand if it considers there are valid security or health and safety reasons for so doing.

4. Exhibits

4.1 The Exhibitor shall ensure that it has all authorities, licences and permissions to:
4.1.1 advertise and sell its Exhibits at the Show; and
4.1.2 make, play or perform (as the case may be) any live or recorded performances or broadcasts of music, or any other works as are protected by the Copyright Designs and Patents Act 1988 (as amended).

4.2 PSP reserves the right to prohibit (without any right of appeal or other enquiry) the sale of any of the Exhibits which are unlawful in any jurisdiction or likely to cause upset, offence or are otherwise outwith the spirit of the Show (as PSP may determine at its sole discretion).

5. Documentation

5.1 Copyright and all other intellectual property rights in the Documentation shall remain at all times the property of PSP and its licensors and the Exhibitor shall acquire no rights in any such material except as expressly provided in the Agreement.

6. Fees

6.1 In consideration of the licence of the Display Stand, the Exhibitor shall pay the Fees by direct transfer to PSP’s account in accordance with the Fee Payment Schedule.

6.2 All prices quoted are exclusive of valued added tax, which shall be paid by the Exhibitor in accordance with the terms of the applicable regulations.

6.3 If any fees of PSP are not paid to PSP on or before the due date(s), then PSP shall be entitled to:
6.3.1 charge the Exhibitor interest on all overdue fees from the due date for payment at the annual rate of 8% above the base lending rate from time to time of Royal Bank of Scotland Plc, accruing on a daily basis until payment is made, whether before or after any judgment; and
6.3.2 if any fees are more than 7 days overdue, terminate the Agreement.

6.4 Unless otherwise expressly stated to the contrary all Fees are non-refundable.

6.5 The Exhibitor must have paid the Fees in full before the Exhibitor will be permitted to set up its Display Stand with its Exhibits.

6.6 In the event that (i) the Display Stand and the area immediately surrounding the Display Stand is not left in a clean and tidy condition and (i) the Display Stand is damaged, in each case at the end of the Show, then PSP reserves the right to charge the Exhibitor for any incurred costs at its then standard tariffs in connection with repairing the Display Stand or cleaning the Display Stand and the area immediately surrounding the Display Stand.

7. Warranties

7.1 Each Party warrants to the other that it is entitled to enter into the Agreement.

7.2 The express terms of the Agreement in relation to the warranties of PSP are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are excluded by PSP to the fullest extent permitted by law.

8. Liability, Insurance & Indemnity

8.1 This Clause 8 prevails over all other Clauses and sets forth the entire liability of PSP to the Exhibitor.

8.2 Nothing in the Agreement shall exclude or limit PSP’s liability for death or personal injury or any liability, which cannot be excluded or limited by law.

8.3 Save as provided in Clause 8.2, but subject to Clause 8.5, PSP does not accept and hereby excludes any liability for loss or damage to the Exhibitor’s property and/or Exhibits other than caused by PSP’s negligence.

8.4 PSP shall have no liability under or in connection with the Agreement for (i) damage to or theft of Exhibits or other property of the Exhibitor or the Exhibitor’s Staff, (ii) indirect, special or consequential losses, or (iii) loss of profits, loss of reputation or goodwill, loss of contracts or business, increased costs of working, or third party claims against the Exhibitor for loss or damage.

8.5 Save as provided in Clause 8.2, PSP’s maximum and aggregate liability for any loss or damage arising out of or in connection with the Agreement, howsoever arising, shall not exceed two times the total aggregate of the Fees actually paid to PSP by the Exhibitor in accordance with the Agreement.

8.6 The Exhibitor is advised to take out adequate insurance cover including without limitation to cover theft, damage to property and public liability.

8.7 The Exhibitor shall indemnify PSP and its agents, officers and employees fully and hold them harmless from any loss, cost, damage and/or expense from claims arising out of any breach of the Agreement by the Exhibitor.

9. Termination

9.1 Either Party may (without prejudice to its other rights) terminate the Agreement at any time forthwith by notice in writing to the other if a voluntary agreement is approved, or an administration order is made, or a receiver or administrative receiver is appointed over any of the other Party’s assets or undertaking or a resolution or petition to wind up the other Party is passed or presented (other than for the purposes of a genuine scheme of solvent amalgamation or reconstruction) or if any circumstances arise which entitle the court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order or the other Party ceases to carry on business.

9.2 The Exhibitor may (without prejudice to its other rights) terminate the Agreement at any time forthwith by notice in writing to PSP if PSP commits any material breach of the Agreement and (in the case of a breach which can be remedied) has failed, within a reasonable time after receipt of a request in writing to do so, to remedy the breach.

9.3 PSP may (without prejudice to its other rights) terminate the Agreement at any time forthwith by notice in writing to the Exhibitor if the Exhibitor commits any material breach of the Agreement.

9.4 Termination of the Agreement, for any reason, shall be without prejudice to the rights and liabilities of either Party which may have accrued on or at any time up to the date of termination.

9.5 Upon termination of the Agreement, the Exhibitor shall cease using the Display Stand and Documentation and thereafter remove or destroy forthwith all copies of the Documentation or, at TGL’s request, return all copies of the same to TGL.

10. Force Majeure

10.1 PSP shall not be liable for any delay in performing or for failure to perform its obligations hereunder if the delay or failure results from any cause or circumstance whatsoever beyond its reasonable control (“Force Majeure Event”).

10.2 Notwithstanding Clause 10.1, if PSP becomes aware of a Force Majeure Event which give rise to or which are likely to give rise to any failure or delay on its part, it shall forthwith notify the Exhibitor with the period for which it is estimated that such failure or delay shall continue.

10.3 Notwithstanding Clause 10.1, PSP shall use all reasonable endeavours to (i) continue to perform, or resume performance of, such obligations hereunder for the duration of such Force Majeure Event; and (ii) minimise the effects of such Force Majeure Event.

10.4 If any Force Majeure Event continues for a period of 60 days or more, the Exhibitor may, forthwith by notice in writing to PSP, terminate the Agreement with immediate effect.

11. General

11.1 Entire Agreement: The Agreement supersedes and cancels all previous agreements and working arrangements whether oral or written, express or implied between the Parties in respect of or in connection with the matters referred to in the Agreement.

11.2 No Waiver: No delay or failure by PSP in exercising or enforcing any of its rights or remedies under the Agreement will prejudice or restrict its rights, nor will any waiver of rights by PSP operate as a waiver of subsequent rights.

11.3 Notices: Notices to be given under the Agreement must be in writing and sent or delivered to the address of the recipient set out in the Agreement, or any other address which the recipient may tell the other in writing. Notices may not be sent by e-mail.

11.4 Amendment: The Agreement may be amended only in writing signed by an authorised signatory of PSP (including without limitation PSP Publishing Ltd) and a duly authorised representative of the Exhibitor.

11.5 Assignation: The Agreement is personal to the Exhibitor and neither the Agreement nor any rights, licences or obligations under the Agreement may be assigned or novated by the Exhibitor without the prior written consent of PSP. The Agreement and its rights, licences and obligations under the Agreement may be assigned or novated by PSP.

11.6 Independent Contractor: Each Party to the Agreement is an independent contractor, and the Agreement does not create a partnership, agency, joint venture or employment relationship between PSP and the Exhibitor.

11.7 Survival of Clauses: If any of the Clauses or other provisions of the Agreement are found by an arbiter, court or other competent authority to be void or unenforceable, such provision shall be deemed to be deleted from the Agreement but the remaining provisions of the Agreement shall continue in full force and effect insofar as they are not affected by any such deletion.

11.8 Governing Law: The Agreement shall be governed by and construed and interpreted in accordance with the law of Scotland and the Parties submit to the non-exclusive jurisdiction of the Scottish courts.

 




Publishers of

Fife Guide 2015 cover

 

Copyright © 2021 PSP Media Group Ltd

Registered Office: PSP Media Group Ltd, Spiers View,
50 High Craighall Road, Glasgow, G4 9UD
Registered in Scotland No. 158316
Tel: 0141 353 2222 Fax: 0141 332 3839
Email: sales@psp.uk.net


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