The Small Print That Exhibitors Love
Last updated: 16th May 2020
This agreement is made between:
ScubaClick Ltd, a company incorporated in England and Wales under company registration number 07571294 and whose registered office is at 75 Kings Road West, Swanage, Dorset, BH19 1HJ, United Kingdom (“Organiser”); and the exhibitor (“Exhibitor”) at Scuba Digital (“Event”).
It is now agreed as follows:
1. Registration
Registration must be made using the registration form at least 4 weeks before the start of the event and constitutes an offer to conclude a contract with the Organiser. The offer is considered accepted if it is not rejected in writing by the organizer within a period of 2 weeks after receipt. If a registration is made later than 4 weeks before the start of the event, it can only be accepted in writing.
2. Event Conditions
The Exhibitor is obliged to comply with the statutory regulations under labour, competition and trade law, in particular the regulations for accident prevention, company name and price labelling.
3. Admission of Exhibited Goods & Services
The Exhibitor must bindingly specify the articles or services offered and to be exhibited by him on registration. In the event of a significant change to the Exhibitor’s originally agreed exhibition offer, the Organiser is entitled to terminate the contract. In any case, the Exhibitor shall be obliged to notify the Organiser immediately in writing of any change to the goods or services offered or exhibited by him at the event and to obtain written approval.
4. Stand Allocation
The stand allocation is made by the Organiser in accordance with aspects determined by the theme of the event. The date of receipt of the registration is not decisive. Special wishes of the Exhibitor will be taken into account as far as possible. Complaints, in particular regarding the arrangement and size of the stand, must be made in writing within 6 hours after the official start of the event, otherwise they will be deemed to have been approved. The Exhibitor must accept a minor restriction or extension of the stand allocated to him for technical and visual reasons. This has no effect on the amount of the stand rent.
5. Stand Design & Copyright
5.1 The equipment of the stands is the responsibility of the Exhibitor. In doing so, he/she must follow any guidelines issued by the Organiser in the interest of an attractive overall appearance of the exhibition. The technical conditions of the event platform must be taken into account in any case.
5.2 The Exhibitor must provide the Organiser with all necessary banners, pictures, videos and information at his own expense at least 4 weeks before the start of the event. Data shall be transferred by completing and sending the corresponding online form, which the Organiser shall send to the Exhibitor online and by e-mail when the Exhibitor registers. If the Exhibitor is unable to configure the stand himself due to the technical conditions of the event platform, this will be done by the Organiser.
5.3 If these data are not available to the Organiser at least 4 weeks before the start of the event, the Organiser reserves the right to configure the stand at its own discretion. In this case, the Exhibitor grants the Organiser the right to use corresponding data and images from the Exhibitor’s website without the Exhibitor’s prior written consent. This right expires automatically after the end of the event.
5.4 The Exhibitor may only use such data and images for which he also holds a copyright or the right to use. In the event of a justified complaint by a third party due to a copyright violation, the data and images complained of must be removed and modified upon request. If the exhibitor does not immediately comply with such a request or is unable to do so himself due to a lack of technical facilities, the removal or modification may be carried out by the organizer.
5.5 If the stand has to be closed for the above-mentioned reasons, there is no claim to reimbursement of the stand rent.
6. Stand Setup
If the Exhibitor is able to configure the stand himself via the Event Platform, he/she is obliged to complete it as soon as possible. If construction of the stand has not commenced at least 12 hours before the start of the event, the Organiser may configure the stand himself in accordance with 5.3.
7. Stand Supervision / Advertisement
The Exhibitor is obliged to equip the stand with goods and/or services for the entire duration of the event until the official end and to staff it with competent personnel. Advertising of any kind and the addressing of visitors is only permitted within the Exhibitor’s own stand, sessions and, if applicable, on the Main Stage, but not, for example, in the general event chat.
8. Stand Disassembly
No stand may be vacated before the end of the event. In the event of culpable violation, the Exhibitor undertakes to pay a contractual penalty amounting to the full stand rent.
9. Photography, Video, Recording & Streaming
9.1 The Exhibitor is prohibited from recording and distributing screencasts, screenshots and chat sequences or other areas of the Event without prior written permission. This also applies to his/her own website.
9.2 The Exhibitor is also prohibited from streaming to another platform, such as YouTube, without prior written permission.
9.3 The Exhibitor agrees that the Organiser may record and broadcast photographs, streams and videos of the Exhibitor’s stand, the event and the Exhibitor’s staff during the event and the Exhibitor authorises this for any promotional use by the Organiser.
10. Subletting
Any complete or partial subletting of the stand as well as the offering of goods and services of third parties requires the prior approval of the organizer. A separate fee shall be agreed upon.
11. Unauthorised Subletting and Offering of Goods
In the event of unauthorised subletting, other transfer of stand space to third parties or unauthorised offering or sale of goods or services, the Exhibitor undertakes to remedy the disruptive situation immediately upon request. In this case, the Exhibitor shall also pay a contractual penalty in the amount of the agreed stand rent. In the event of unauthorised subletting or passing on of the stand to third parties, at least 50% of the stand rent shall be paid in addition, unless the Organiser requests the subtenant to vacate the stand. Joint debtors are the main tenant and the subtenant.
12. Referral Program
12.1 After registration, the Exhibitor will receive a referral link from the Organiser, which enables the Exhibitor to actively promote the event. The Organiser will pay the Exhibitor a 20% commission based on the net ticket amount for valid referred ticket sales.
12.2 It is solely at the Organiser’s own discretion to consider ticket sales as valid within the scope of these Terms and Conditions.
12.3 The Exhibitor may only advertise the event on his/her own website, his/her own social media platforms and his/her own email list.
12.4 The Exhibitor is not permitted to advertise the event through PPC ads, brand bidding or other forms of paid advertising. He/She is also not permitted to advertise the event on websites that contain “Scuba Digital” in the URL.
12.5 There is no entitlement to commission payment for ticket sales that have not been tracked as referrals on the event platform. This can occur, for example, if the referred ticket buyer blocks cookies.
12.6 Similarly, there is no entitlement to commission payments for ticket sales that have been made on platforms other than those permitted in 12.3, that have been made in violation of 12.4, or that have been made with fraudulent intent.
12.7 If the Exhibitor fails to attend the event without notice, or cancels this contract less than seven days before the date fixed for the event, he/she will lose any commissions earned through ticket sales and any payments due within the contract will not be paid.
12.8 No commission will be paid for refunded tickets.
12.9 Commissions for valid ticket sales will be paid to the Exhibitor within 30 days of the end of the event.
12.10 Commissions will only be paid if a commission of at least $50 has been earned by the end of the event. Otherwise the claim for payment of a commission is void.
12.11 If fees occur for the payment of commissions, these shall be borne by the Exhibitor.
13. Joint and Several Liability
If several exhibitors/ sub-exhibitors rent a stand together, each of them is liable as a joint debtor. The contact person for the Organiser is the person who appears on the registration form as Exhibitor with full address. Correspondence shall be conducted exclusively via this Exhibitor. He/she is authorised to receive and deliver on behalf of all contractual partners and is considered by the Organiser to be the representative of the other exhibitors. Communications to the representative named in the application are deemed to be communications to all other exhibitors/co-exhibitors. This also applies in particular to declarations of termination and the acceptance and submission of offers to amend contracts.
14. Terms of Payment
Invoices are due for payment immediately. Unless otherwise agreed, the Exhibitor shall pay within 30 days of receipt of the invoice. Upon expiry of the 30 days, the exhibitor shall be in default.
15. In Default
From the start of the delay, the Exhibitor shall pay interest on the fee at a rate of 8% over the Bank of England base rate.During the period of default, the organizer has a right of retention on the allocated stand or stand area.
16. Withdrawal and Non-Appearance of the Exhibitor
In accordance with the legal requirements – i.e. in the event of a culpable breach of essential contractual obligations by the Organiser and after setting a reasonable deadline and a period of grace for the Organiser to remedy the breach of obligation – the Exhibitor may declare his withdrawal from the contract and withdraw from the contract without compensation of costs. The Exhibitor shall apply for his withdrawal in writing. If, after binding registration and after admission, the Organiser is unable to fulfil his obligations, the Exhibitor shall be entitled to withdraw from the contract.
In accordance with the legal requirements – i.e. in the event of a culpable breach of essential contractual obligations by the Organiser and after setting a reasonable deadline and a period of grace for the Organiser to remedy the breach of obligation – the Exhibitor may declare his withdrawal from the contract and withdraw from the contract without compensation of costs. The Exhibitor shall apply for his withdrawal in writing. If, after binding registration and after admission, the organizer accepts the withdrawal of the exhibitor – despite the absence of a legal reason for withdrawal – the exhibitor shall be obliged to
- if the withdrawal is declared up to 4 months before the event, 30% of the rent;
- if the withdrawal is declared 4 months to 6 weeks before the event, 50% of the rent;
- if the withdrawal is declared 6 weeks or more before the event or if the exhibitor does not appear, the full rent
to be paid as compensation for costs. The Organiser may also demand compensation for costs already incurred at the Exhibitor’s instigation. However, the Exhibitor is expressly granted the right in each specific case to prove that the Organiser has not incurred any damage or that the damage incurred is lower.
17. Cancellation by the Organiser
The Organiser is entitled to withdraw from the contract if the Exhibitor does not fulfil his essential contractual obligations, in particular in spite of a reminder failure to pay outstanding invoice amounts in accordance with clause 15. In this case, the Exhibitor shall pay a withdrawal fee of 75% of the stand rent. If withdrawal is declared within 6 weeks before the event, the withdrawal fee for the Exhibitor shall be the full rental price. However, in each specific case, the Exhibitor shall be expressly granted the right to prove that the Organiser has suffered no or lower damages.
18. Liability of the Organiser
18.1 The contractual and non-contractual liability is limited to intent and gross negligence, unless it is a breach of a material contractual obligation (cardinal obligation). In the event of a slightly negligent breach of a material contractual obligation, liability shall be limited to the direct damage typical for the contract and foreseeable at the time of conclusion of the contract.
18.2 The term “essential contractual obligation” (cardinal obligation) is understood to mean an obligation whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner may rely.
18.3 The limitation period for claims for damages shall commence, irrespective of knowledge, at the end of the month in which the final day of the event falls, unless the damage was caused intentionally.
18.4 The above limitation of liability applies equally to the liability of the legal representatives or any vicarious agents of the Organiser.
18.5 Liability under the Product Liability Act, pre-contractual liability, liability for any guarantee declarations and liability for injury to life, body or health remain unaffected by this.
19. Changes / Force Majeure
Unforeseen events that make it impossible to hold the event as planned and/or safe, which cannot be countered by reasonable and appropriate means, and which are not the responsibility of the organiser, entitle the Organiser to cancel the Event:
a) to cancel the event before opening. In this case, the Exhibitor shall be reimbursed the stand rent.
b) to postpone the event. In this case, the Exhibitor may choose whether to participate in the newly scheduled event or have his rent refunded. He shall notify the organizer of his decision immediately upon request.
c) to shorten or cancel the event. In this case, a pro rata refund of the rent will be made.
In all cases, the Organiser shall notify such serious decisions as soon as possible. Claims for damages are excluded for both parties in any case.
20. Final Provisions
20.1 Amendments, supplements and subsidiary agreements must be made in writing or in text form. This also applies to this clause itself. The above written / text form requirement shall not apply to agreements made orally directly between the parties after conclusion of the contract. Should one of the provisions of the contract or the General Terms and Conditions be or become invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be reinterpreted into a provision which comes closest to the economic purpose of the invalid provision.
20.2 The validity, construction and performance of this agreement shall be governed by the laws of England and Wales and you agree that any dispute arising from it shall be litigated only in that country.
