TERMS & CONDITIONS
Rochay High Society Soirées
Sponsor Terms and Conditions
Rochay Productions Limited
In these Terms and Conditions:
‘Agreement’ means the binding contract between the Sponsor and Rochay Productions Limited, Company no: 07809362 (“the Organiser”) for Space and facilities at the Event, subject to the terms and conditions of the Contract, these Terms and Conditions, The Exhibiting Rules and Regulations set by the venue and the Rate Card (“RHS Terms and Conditions”)
‘Build-Up’ means the period during which the Organiser and Sponsor build exhibition stands and position exhibits prior to the Event Opening.
‘Build Up & Breakdown Schedule’ means the detailed schedule for movement of Exhibits, vehicles and other property during Build Up and Breakdown of the Event.
‘Breakdown’ means the period during which the Organiser, and Sponsors, are deconstructing Stands and removing Exhibits following Event Closing.
‘Contract’ means the form provided by the Organiser for the benefit of applicant Sponsors. Submission of the Contract to the Organiser constitutes an offer by a Sponsor to take Space; acceptance of this offer by the Organiser shall create a legally binding Agreement for the Space.
‘Event’ means the Kensington Palace Rochay High Society Soirée which the Organiser hosts (usually annually) in London and includes the period of the Event, including the Build Up and Breakdown of Stands and Exhibits, and also the total area occupied by the Event.
‘Event Closing’ means the date and time when the Event finally closes to Visitors.
‘Event Opening’ means the date and time when the Event first opens to Visitors.
‘Event Open Period’ means the period each day from the Event Opening to the Event Closing during which the Event will open to Visitors.
‘Exhibits’ means any products or services which are displayed, exhibited or promoted at the Event.
‘Sponsor’s Manual’ means a collection of practical guidance notes and information that the Organiser shall issue to Sponsor once Space has been allocated.
‘Final Clearance Date’ means the date and time for clearing Space after Event Closing and Break Down.
‘General Rules & Regulations’ means the Rules and Regulations of Exhibiting at the Event which Sponsors must comply with in full; including detailed guidance for Sponsors of the required process for submitting plans and structural calculations for Stands, and for obtaining permissions for various Stand and exhibition items.
‘Payment Date’ means the date(s) by which the balance of Rent must be received, as specified in the Agreement and in accordance with the full Payment Schedule.
‘Perimeter’ means the outside edge of a Space.
‘Permission To Build Notice’ means a written notice that will be issued to a Sponsor to evidence the fact that a Sponsor has been permitted to commence the work necessary to enable them to commence Stand fitting and the positioning of its Exhibits at the Event.
‘Platform’ means a structure rising above the floor, for persons (including Visitors) to climb on.
‘Rate Card’ means the sheet giving details of rates applicable for Space, discounts, Payment Dates etc.
‘Rent’ means the sum Sponsors agree to pay the Organiser in return for the allocation and provision of Space and (where agreed) a Stand or Exhibit at the Event.
‘Shell Stand’ means a Stand of a standard configuration which is provided by the Organiser in multiples of half-metre widths and which normally consists of a carpeted floor, back and side Walls, and a standard fascia panel showing the Stand number and trading name of Sponsors.
‘Space’ means the area of the floor, pontoon, land and/or water allocated to a Sponsor in consideration of the Agreement.
‘Sponsor’ means any individual, firm, company or other legal entity which enters into a legally binding agreement with the Organiser to take Space at the Event.
‘Stand’ means a structure erected by the Organiser (in the case of a Shell Space) and/ or by Sponsors on/in their allocated Space.
‘Standards’ mean the minimum professional standards for design, building, cladding and decoration (including floor coverings) of Stands and related Walls, columns or other structures. Where no particular standard is specified in the Sponsor’s Manual, the minimum standard shall be the best practice commonly adopted in the exhibition industry.
‘Submission’ means the submissions required to obtain a Permission to Build Notice.
‘Structural Calculations’ means the structural calculations that Sponsors will be required to provide in order to obtain a Permission to Build Notice which must be obtained prior to any build.
‘Venue’ means the Kensington Palace King’s Suite.
‘Visitors’ means any member of the public attending the Event.
‘Wall’ means a wall forming part of a Stand, including but not limited to vertical structures forming a divide (or party wall) between your Stand and your neighbour’s Stand. Exhibition panels or bespoke timber panels, taut material fixed to a suitable framework situated on the Perimeter of a Stand shall qualify as a Wall. Balustrades, open backed racking and shelving fitments, open grid systems, loose material, marquees, boxes, or reliance upon a neighbouring Sponsor’s wall shall not qualify as a Wall for the purposes of the Agreement.
Words implying any particular gender are not intended to be gender specific and singular words include also the plural number and vice versa.
2.1. Space is allocated to Sponsors on the terms of the Contract. The Organiser shall not be bound by any contrary, different or additional terms or conditions contained or referred to in any order form from Sponsors or in correspondence or other documents no matter where they come from; nor shall the Organiser agree to any addition, alteration or substitution unless expressly accepted by an authorised person in writing.
2.2. Sponsors who are a UK distributor or agent and are entering into the Contract on behalf of a principal or parent company must provide the Organiser with a letter from the principal or parent company confirming their agreement to pay all monies due. Where the principal or parent company does not make payment when due then Sponsors shall remain liable to pay the Rent and all other monies due to the Organiser.
2.3. The Rent and other sums Sponsors are required to pay to the Organiser are quoted exclusive of VAT in the contract and the invoice; such VAT must be paid in addition to those sums at the prevailing rate.
2.4. The Sponsor accepts the obligation to pay the Rent as it becomes due. The Rent covers the Sponsors payment for both Space and, where applicable, any Stand, service or incentive to be supplied by the Organiser as agreed between the parties.
2.5. Rent must be paid in accordance with the Payment Dates.
2.6. Where an Sponsor is allocated Space less than 2 calendar months prior to the Event Opening, the full Rent is due immediately.
2.7. Where Space requirements are adjusted:
2.7.1. Reduced Space: If a Sponsor notifies the Organiser of a reduced requirement for Space preceding the Event, then the Sponsor shall remain liable to pay Rent for the size of the Space originally allocated, unless the Organiser is able to resell the Space, in which case the Sponsor shall only be liable to pay Rent on any part of that Space that has not been re-sold.
2.7.2. Increased Space: Where a Sponsor increases the size of the Space, then a supplementary invoice for the increased Space shall be issued; payment shall become due in line with Payment Dates.
2.8. If the cheque or other payment submitted by a Sponsor is refused by the Sponsor’s bank for payment, the Organiser may at their discretion re-present it and then make an administrative charge of £100 plus VAT per refusal.
3. Confidentiality 3.1. All Sponsors and Media Partners who enter into a contractual Agreement with the Organiser agree that any discounts, special offers, good-will gestures, agreed pricing not included in the Event Rate Card or special conditions as set out in the Agreement, shall remain strictly confidential between the parties of the Agreement.
4. Late Payment & Termination by the Organiser
4.1. If a Sponsor does not pay the Rent when due, without prejudice to any other right or remedy which the Organiser may have, the Organiser may do any of the following in any combination:
4.1.1. withdraw any of the discounts to which the Sponsor would otherwise be entitled to for that Event or any other Event or exhibition staged by the Organiser; or
4.1.2. withdraw any free allocation of passes/tickets for the Event; or
4.1.3. terminate the Contract on written notice to the Sponsor at any time before the Event; for the avoidance of doubt the Sponsor will remain liable for all Rent due at the time the Notice is served in accordance with the Payment Dates.
22.214.171.124. Notwithstanding clause 4.1.3 and subject to clause 126.96.36.199, the Organiser shall attempt to mitigate their loss by reallocating, if possible, the Sponsor’s exhibiting Space.
188.8.131.52. Furthermore, the Sponsor agrees that the amount payable by them in the event of termination or cancellation by them in accordance with clause 4.1.3.is a reasonable estimate of the additional costs and losses incurred by the Organiser; including but not limited to the costs of re-advertising, selling and allocating the Space, processing refunds and payments and altering floor plans in relation to the Space and any other Space allocation affected by the termination or cancellation. The Sponsor acknowledges that the loss incurred by the Organiser is likely to be greater the closer to the date of the Event that the Termination occurs.
4.2. Notwithstanding the Organiser’s right to terminate in accordance with 4.1, the Organiser shall be entitled to terminate the Agreement without prejudice to any other rights or remedies that the Organiser might have, and irrespective of whether the Event has opened, where any Sponsor:
4.2.1. is in material breach of any term of the Contract Agreement and the breach is not capable of remedy or the Sponsor fails to correct the breach within the period the Organiser requires on the written notice of the breach;
4.2.2. is in repeated breach of any term of the Contract Agreement. A repeated breach means two or more minor breaches of the same term of the Agreement; or
4.2.3. any one of the Sponsor’s principals or officers is, or are, or have been convicted of any criminal offence, found by the decision of a competent court to have been dishonest, or becomes liable under a decision of any competent court following a claim involving dishonesty or is or are disqualified from acting as a director;
4.2.4. any of Sponsor’s principals or officers do anything which in our reasonable opinion, directly or indirectly adversely affects our interests or the wider interests of the Rochay Group of companies and /or the public or Visitors;
4.2.5. as an individual or any of the Sponsor‘s partners becomes insolvent or commits any act of bankruptcy or suffers the filing of a petition in bankruptcy or makes any arrangement or composition with creditors, or takes or suffers any similar action in consequence of a debt;
4.2.6. as an individual or any of the Sponsor‘s partners, suffers from a mental disorder and is either committed or detained under statutory authority or have a receiver or other person appointed to exercise powers over Sponsor’s property or affairs; or
4.2.7. as a corporation, the Sponsor enters into liquidation, either voluntary or compulsory save for the purpose of reconstruction or amalgamation, or enter into administrative receivership or an administration order is made against the Sponsor, or the Sponsor enters into a voluntary arrangement or make any arrangement or composition with creditors, or take or suffer any similar action in consequence of a debt.
4.2.8. fails to adhere to clause 3.1, such that it may be proven that any loss of business or detrimental damage by way of reputation to the Organiser or associated companies, whether directly or indirectly caused by the Sponsor breaching the confidentiality agreement.
4.3. If the Organiser exercises their right to terminate the Agreement during the Event the Sponsor must immediately cease to use or occupy the Space (including occupation for construction work) and must comply with such instructions as the Organiser may give in relation to the Space, Stand, Exhibits or other property at the Event.
4.4. If the Organiser terminates the Agreement under this Clause 4, the Organiser may re- allocate the Space and the Sponsor shall be liable to pay the Organiser the full Rent for the Space and any other sums owed, plus damages and plus interest that shall run at a rate of 4% per annum above the base rate of the Bank of England, before as well as after judgement. Any sums already paid to the Organiser shall be forfeit and not returned.
5. Termination by the Sponsor
5.1. A Sponsor may terminate the Contract Agreement on written notice to the Organiser at any time before the Event; however in doing so the Sponsor acknowledges that they will remain liable for all Rent due at the time the Notice is served in accordance with the Payment Dates.
5.1.1. Notwithstanding clause 5.1 and subject to clause 5.1.2, the Organiser shall attempt to mitigate their loss by reallocating, if possible, the Sponsor’s Space.
5.1.2. Furthermore, the Sponsor agrees that the amount payable by them in the event of termination or cancellation by them in accordance with clause 5.1. is a reasonable estimate of the additional costs and losses incurred by the Organiser; including but not limited to the costs of re-advertising, selling and allocating the Space, processing refunds and payments and altering floor plans in relation to the Space and any other Space allocation affected by the termination or cancellation. The Sponsor acknowledges that the loss incurred by the Organiser is likely to be greater the closer to the date of the Event that the Termination occurs.
6. Exhibition Layout
6.1. The Sponsor expressly understands and agrees that the Organiser has the right to, at their discretion, alter the layout of the Event should the Organiser deem it necessary in the interests of the Event, Sponsors or Visitors, or where the Organiser deems it otherwise necessary or desirable to do so, without being liable for any loss Sponsors may thereby suffer. Whilst the Organiser will make every effort not to make changes to the location of the Space finally allocated to Sponsors, Sponsors expressly understand and agree that the Organiser may, at their discretion, alter the location of their Space at any time.
7.1. Space shall mean the area of the floor, pontoon, land and/or water allocated to a Sponsor for the purposes of exhibiting at the Event in accordance with the Agreement; Space may take a number of forms, including but not limited to:
7.1.1. ‘Shell Space’ means a Space on which the Organiser has erected a standardised Shell Stand for use by a Sponsor within the Venue.
7.1.2. ‘‘Open Space’ means an open area within the King’s Apartments of Kensington Palace which is allocated to a Sponsor on which that Sponsor may construct their own Stand or exhibits within the Venue in line with the rules and regulations expressly outlined by the venue.
7.2. Space at the Event shall be allocated in accordance with our allocation procedures as amended from time to time.
8.1. Sponsors must specify in the Contract to Exhibit the name, nature, size and all other relevant details of the Exhibits that they propose to promote at the Event.
8.2. Sponsors must not in any way display or promote at the Event (directly or indirectly) any product or service other than those Exhibits specified in the Contract and to which the Organiser has not objected.
8.3. The Organiser stages the Event as part of the strategic aims of their parent, Rochay Elite Ltd, to bring to the notice of the potential buying public the diverse forms of luxury products and services. Therefore, for the benefit of the Visitor, the Organiser prefers not to see a particular product or service or a brand or manufacturer of a particular product or service represented more than once at the Event.
8.3.1. It is therefore fundamental that the Contract contains all necessary and relevant information to enable the Organiser to endeavour to ensure a particular product or service or a brand or manufacturer of a particular product or service is represented on more than once in any Space at the Event.
8.3.2. In the event of any dispute the Organiser shall at their discretion decide whether one product or service or a brand or manufacturer of a particular product or service could reasonably be considered the same as or sufficiently similar to another to undermine the strategic aims referred to above. The Organiser shall therefore be entitled to refuse permission to Exhibit any product or service or a brand or manufacturer of a particular product or service which they regard to be adequately represented.
8.3.3. No Sponsor or company shall be allowed to Exhibit any type of non-luxury product, without the Organiser’s express permission in writing giving consent; such consent must be requested by Sponsor not less than six weeks before Event Opening. The Organiser may grant or withhold consent at their discretion.
8.4. Sponsors may display an owned product as an example of a current model of that product at the Event; however Sponsors must not display or offer for sale a second hand product without the Organiser’s prior written consent; such consent must be requested by Sponsors not less than six weeks before Event Opening. Collectables such as fine art and jewellery will be considered favourably, but the Organiser may grant or withhold consent at their discretion.
8.5. The Sponsor warrants to the Organiser that the information supplied in the Contract is correct. Any incorrect information or unauthorised signatures shall be at the expense and risk of the applicant Sponsor.
8.5.1. The Sponsor agrees that the information supplied by them for the purpose of the Contract Agreement and promotion of the Event shall be stored by the Organiser who may contact them regarding later Events organised by them and/or their group companies.
8.6. No Sponsor or company shall be allowed to Exhibit any garden buildings, gazebos, hot tubs or sun spas without the Organiser’s express permission in writing giving consent; such consent must be requested by Sponsors not less than six weeks before Event Opening. The Organiser may grant or withhold consent at their discretion.
9. Promotion of other Marine Exhibitions/Events, and Sponsorship
9.1. Sponsor are not permitted to exhibit or otherwise promote any other luxury exhibition or Event, by any means direct or indirect at the Event without the Organisers prior written approval, which may be granted or refused at their discretion.
9.2. The Organiser may enter into sponsorship arrangements for the Event, to ensure such sponsorships rights are enjoyed without disruption. Sponsors must not arrange or permit (directly or indirectly) any sponsorship, nor any marketing or advertising by any sponsor or other third party at or in relation to their presence at the Event, without the Organisers prior written consent. The Organiser may grant or withhold their consent at their absolute discretion.
10. Competitions, Promotions, Advertisements, Banners and Decorations
10.1. No Sponsor may display or distribute advertisements or other printed matter, or in any way conduct their business, in areas other than upon their allocated Space as set out in the Sponsor’s Contract. The Organiser shall have the right to prohibit or remove such materials at any time at their discretion and at the Sponsor’s expense.
10.2. Should a Sponsor wish to hire a designated advertisement site at the Event, Sponsors must apply in writing to the officially nominated contractor, as specified in the Sponsor’s Manual.
11. Transfer, Sharing and Sub-Letting of Space
11.1. Sponsors must not without the Organiser’s express written permission:
11.1.1. Transfer, assign or sublet the whole or any part of the Space or Stand; or
11.1.2. permit the Space or Stand (or any part) to be used or shared by any other person for business or other advantage; or
11.1.3. make use of any Space or Stand for any purpose other than the promotion and display of Exhibits or to conduct business or engage with Visitors.
11.2. Any application to the Organiser for consent in accordance with clause 11.1. must be lodged in writing not less than two months prior to the Event Opening, giving the full name, registered address and brief details of the organisation the Sponsor seeks to share, transfer, assign or sublet the whole or any part of the Space or Stand with and how it is intended the organisation shall display its products or services or promote its aims. The Organiser may, at their discretion, request additional information from the Sponsor and the proposed organisation.
11.2.1. The Organiser may grant or withhold consent to a request at their absolute discretion.
11.2.2. Where a request is granted, the Organisers consent may be subject to any reasonable restriction; including but not limited to the Exhibits, the manufacturer, number and specification of the products or services displayed or any other matter which may affect the look and feel or reputation of the Event. In the case of not for profit organisations with a charitable purpose, the Organiser will only grant consent in relation to registered charities.
11.2.3. The Sponsor agrees to be fully responsible to the Organiser for the acts or omissions of the organisation to which the consent has been granted in benefit of. Sponsors must ensure these Terms & Conditions are communicated to such organisation and must obtain the organisations agreement that the consent from which they benefit from has been granted subject to these Terms & Conditions. For the avoidance of doubt any act or omission by the other organisation which if committed by the Sponsor would be a breach of the Agreement shall be treated as an Sponsor breach, and shall allow the Organiser to withdraw their consent at their discretion.
11.3. The Organiser may at their absolute discretion permit trade, regional and group associations to share their Space with or among their members, in order generally to promote such associations, regions or groups. However, in no circumstances shall individual members of such associations, regions or groups be allocated a particular area of Space, nor shall the Space be used to promote individual products or services.
12. Opening Hours
12.1. The Organiser shall notify Sponsors as soon as practicable, of the daily opening and closing times of the Event to Visitors.
12.2. The Organiser shall have the discretionary right to vary the published hours at any time; in the event of such a variation the Organiser shall have no liability for any loss or expense which may occur.
12.3. The Sponsor must not, nor permit others to, enter the Event except as set out in the Agreement or otherwise agreed in writing by us.
12.4. Children under 16 shall not be permitted on or in the Event Space or Stands during the periods of Build-Up or Breakdown or outside of the Event opening hours during the Event Open Period, regardless of parental or guardian supervision.
12.5. The Organiser may close any of the chambers/rooms to both Visitors and Sponsors at any time during the Event at their ultimate discretion should they consider it necessary to do so. If such a closure takes place, Sponsors and Visitors are forbidden to enter these chambers/rooms until the Organiser has re-opened access to them.
13. Issue of Tickets and Passes
13.1. Admission of all Visitors/Guests to the Event shall be by official tickets/invitations only and admission of all Sponsor and contractor personnel shall be by official pass only. The Organiser will be exclusively responsible for the design, printing and distribution of the official tickets and passes and shall own the copyright in them. In no circumstances will Sponsors issue tickets/invitations or passes purporting to provide admission to the Event, except those provided by, and obtained from the Organiser.
13.2. All complementary trade tickets/invitations and Sponsor passes issued by the organisers are not available for re-sale to the general public.
14. Expulsion of Persons
14.1. The Organiser shall have the right to expel, or to prohibit or restrict entry by, any person whose presence at the Event would (in their reasonable opinion) not be in interests of the Event, Sponsors, Visitors or the luxury industry.
15. Rule Changes
15.1. The Organiser reserves the right to alter or add to these Terms and Conditions (either generally or in relation to any one or more Sponsors) if, in their discretion, such alterations or additions are necessary or desirable in the interests of the Event and/or our Sponsors or Visitors. Sponsors must comply with any such alteration or addition as soon as the Organiser gives Sponsors notice, whether such notice is provided in writing, orally or otherwise.
16. Postponement, Abandonment, Strikes, Force Majeure
16.1. The Organiser shall not be liable to Sponsor or be deemed to be in breach of the Contract Agreement by reason of times of opening to Visitors and Build-Up and Breakdown being changed or varied or all or part of the Event being cancelled, postponed or abandoned or being held wholly or partly in premises other than as published and/or any third party intervening and preventing or restricting access to the Event or any part of it; non-attendance or reduced attendance by Visitors at the Event or the failure or curtailment of any supplies, services or facilities afforded to Sponsors for the purposes of the Event, or otherwise being unable to perform any obligations under the Agreement where such event is due to fire, explosion, riot, theft, strike, lockout, epidemic, act of God or other circumstance beyond the Organiser’s reasonable control.
17. Compliance with Laws & Rules & Regulations
17.1. Sponsors warrant that they shall comply with all applicable laws, rules and regulations, whether national, European or local, including (but not limited to) employment protection, the sale or supply of goods and/ or services, anti- discrimination and health and safety.
17.1.1. Sponsors warrant that they shall obtain all requisite licences and permits necessary for their participation in the Event.
17.2. Where appropriate Exhibits shall display compliant CE Marks. Where Exhibits do not comply with the Recreational Craft Directive or Aviation rules and regulations, a visible sign at least A4 size shall be permanently displayed indicating that such products may not be marketed or put into service until they have been made to comply.
17.3. In the event that the Organiser discovers Exhibits or promotional material which in the Organisers reasonable opinion do not or may be perceived not to comply with an applicable laws, rule or regulations the Organiser reserves the right to require Sponsors to remove such Exhibits and/or material. If Sponsors fail to do so the Organiser may take such steps at the relevant Sponsors expense and risk to remove such Exhibits or material. For the avoidance of doubt non-cooperation by any Sponsors shall be a material breach of the Agreement.
17.4. Sponsors warrant that they shall comply with the General Rules & Regulations for Sponsors and any lawful, reasonable direction given by the Organiser in the interests of the Event.
18. Retail Trade
18.1. The Organiser shall use reasonable endeavours to obtain for the Event and Sponsors, exemptions from, or relaxation of, those relevant statutory and local government provisions which relate to trading hours to the extent the Organiser deems appropriate for Sponsors during the Event, but the Organiser shall give no warranty that these shall be obtained.
19. Prices and Discounts
19.1. The Sponsor shall provide comprehensive, accurate and responsible information to Visitors (including, but not limited to, prices and delivery dates).
19.2. Prices shall be unambiguous, easily identifiable and clearly legible in accordance with the Price Marking Order 2004.
19.3. Charges for packaging, postage or delivery must be separately and unambiguously stated in clear legible characters.
19.4. All prices quoted by Sponsors to Visitors must be shown in pounds sterling and must include VAT and all other taxes.
19.5. If, in addition to the price in pounds sterling, Sponsors wish to quote a price in foreign currency, such price must identify the final selling price and unit price in that currency, the commission to be charged and the conversion rate.
19.6. Any discount or special Event offers or promotions offered by Sponsors must apply throughout the period of the Event.
19.7. All receipts provided by Sponsors to Visitors must refer to pounds sterling and must where applicable include their VAT registration number.
20. Health & Safety
20.1. The Sponsor must comply at all times with all relevant Health and Safety legislation, regulations etc, the General Rules & Regulations for Sponsors and the guidance notes published in Sponsor’s Manual, as well as any updates appearing in the Safety Bulletin and the ‘Refusal’ and ‘Permission to Build’ notices published prior to the Event.
20.2. The Sponsor must complete and submit to the Organiser:
20.2.1. a suitable Risk Assessment which must cover all work activities on Sponsors stand at the Event (including their Contractors) and the safety arrangements for Visitors on and around their Stand; and
20.2.2. a Fire Risk Assessment;
20.2.3. together with the HS1 ‘Health & Safety Form’;
20.2.4. together such forms shall confirm Sponsors intention to comply with the Event Health & Safety requirements as well as those prescribed by law.
20.2.5. Non compliance with Clause 20.2 or late submission of such forms shall permit the Organiser to either delay Permission to Build or permission to Exhibit being granted or where reasonable refuse access to the Event. Where possible the Organiser will provide templates for such forms for Sponsor use.
20.3. The Sponsor must follow all reasonable guidance published by the Organiser.
20.4. The Sponsor agrees and understands that they shall be ultimately responsible for compliance with all relevant Health & Safety Rules & Regulations and must ensure their allocated Space allows Visitors to be safe.
21. Intellectual Property Rights & Event Guide
21.1. Each party shall be entitled to retain all Intellectual Property Rights that are owned by it which were in existence prior to commencement of the Agreement, or which are licensed to it by a third party.
21.2. Sponsors shall grant the Organiser an irrevocable, royalty free licence for the term of the Agreement, to use the Intellectual Property rights that are retained under Clause 21.1 above to enable the proper promotion of the Event by the Organiser.
21.2.1. Nothing in the Agreement shall give the Sponsor any right to use any trade mark (whether registered or unregistered), which the Organiser, or any of their group companies, own or use in relation to the Event for any purpose except for advertising the Sponsor’s presence at the Event.
21.3. For the avoidance of doubt all Intellectual Property Rights vested in the Event shall be the property of the Organiser.
21.4. The Organiser shall have the exclusive right, whether exercised by the Organiser their agent or contractor, to prepare and publish the official Event Guide in any delivery medium, including but not exclusive to the Event Guide App, the Event floor plan and/or map. Sponsors must not directly or indirectly produce any printed or electronic material, which shall duplicate or replace the functions of the official guide/catalogue.
21.5. The Sponsor must submit a description of their Exhibits (and any photographs or relevant imagery) and trading name, brand, logo or relevant trademark (whether registered or unregistered) (together the ‘materials’) for incorporation in the Event Guide and the Event website.
21.5.1. The materials shall be submitted on the form provided by the Organiser following allocation of the Space, which Sponsors must submit by the date specified in the Sponsor’s Manual.
21.5.2. The Organiser will have the right to: exclude or amend such description; or to write any description not submitted by Sponsors; or to exclude any photographs at their discretion.
21.6. The Organiser’s appointed contractor shall be required to use reasonable endeavours to publish accurate information in the Event Guide, however the Organiser, their appointed contractor or agent will not be held liable for errors or omissions, nor for any loss, damage or consequential loss suffered by Sponsors as a result of such errors or omissions.
21.7. The Sponsor warrants that neither the materials produced nor any imagery sourced for the Organiser will infringe any Intellectual Property Rights or any other legal or equitable right of any person.
21.8. The Organiser shall provide one free copy of the Event Guide, if created, to Sponsor at the Event.
22. Copyright, Design and Patent Protection
22.1. Sponsors must not photograph, draw, copy or reproduce any other Sponsor’s Exhibits or other products or property at the Event without that Sponsor’s prior written consent, unless by incidental inclusion in a work which deals primarily with their own Space and Exhibits.
22.2. The Organiser shall have the right to permit the photographing and/or filming of Exhibits at the Event when such photographs are to be used for the purposes of promoting the Event or other luxury Events or for the benefit of the luxury industry.
22.3. The Event will be defined an International Exhibition for the purposes of Section 2(4)(c) of the Patent Act, 1977.
23.1. The Sponsor must effect adequate insurance cover in respect of:
23.1.1. loss or damage to themselves, their Exhibits and other property, their personnel, agents, Visitors or contractors who may be in or about the Event;
23.1.2. death or personal injury occasioned to any person at the Event;
23.1.3. their legal liabilities to employees arising out of, or in connection with participation in the Event; and
23.1.4. their contractual liabilities or liability in tort or negligence.
23.2. The insurance for the risks in Clause 23.1 must be effected with an insurer or underwriter of repute.
23.3. The Sponsor’s public liability cover and employer’s liability cover must both be in a sum of not less than £2m in respect of each and every claim.
23.4. The Organiser may arrange an insurance scheme for Sponsors to facilitate their compliance with this Clause.
23.5. The Sponsor will, when required, produce to the Organiser or their agents the policy or policies of such insurance and receipts for the premiums due; non compliance with this shall be viewed as a material breach of the Agreement, permitting the Organiser to terminate this Agreement in accordance with Clause 4.
23.6. All accidents and injuries incurred at the Event must be reported to the Organiser immediately in accordance with Event Health and Safety procedures notified to Sponsor by the Organiser from time to time.
24. Liability 24.1. Except for any liability for: (i) death or personal injury caused by our negligence; or (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be excluded or limited by law; the Organiser will not be liable, whether in contract, tort (including but not limited to negligence or breach of statutory duty), or otherwise for any:
24.1.1. consequential loss;
24.1.2. all other types of loss, whether direct or indirect;
24.1.3. special loss;
24.1.4. incidental loss;
24.1.5. loss of profit or goodwill;
24.1.6. loss of reputation; or
24.1.7. loss of contracts;
24.1.8. howsoever caused.
24.2. Except for any liability for: (i) death or personal injury caused by the Organisers negligence; or (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be excluded or limited by law, and subject to Clause 24.1 above, the Organiser will not be liable to any Sponsor, whether in contract, tort (including but not limited to negligence or breach of statutory duty), or otherwise for any sum greater than the sums paid by any Sponsor to the Organiser under the Agreement, per event or series of events.
24.3. Each Sponsor shall indemnify and keep indemnified the Organiser against all costs, charges, damages, expenses, losses, proceedings, actions, demands or claims arising out of:
24.3.1. any infringement of any right of any third party; or
24.3.2. any damage or injury to any property or person;
24.3.3. in each case whatsoever occasioned, directly or indirectly, by the act, default or negligence of the Sponsor, his employees, agents, contractors, representatives, servants or workmen or any other person or persons under his direction or reasonable control.
24.4. The limit in Clause 24.2 shall not apply to damage to property caused by our negligence, for which a limit of £2 million in aggregate shall apply.
25. Organisers Rights of Lien and Sale
25.1. If a Sponsor fails to pay any sum due to the Organiser under the Agreement, by at the latest, the Event Opening, the Organiser will have the right to exercise a general and/or particular lien on all or any Exhibit or other property or documents belonging to the Sponsor or in their care, custody or control, until such time as all sums due under the Agreement (or any variation or modification of it) are paid.
25.1.1. In the event the Organiser chooses to such a lien, the Organiser will be entitled to sell the Exhibits and/ or other property and will give the Sponsor written notice of their intention to sell.
184.108.40.206. Such notice shall confirm that the Exhibits and/or property shall not be sold for a period of thirty days from the date of the notice and shall give details of the reasons for the intended sale, including details of any sum due and payable to the Organiser by the Sponsor and detail the proposed method of sale.
220.127.116.11. The Organiser will have the right to sell for whatever sum the Organiser considers to be a reasonable price and shall pay the Sponsor the balance of the sums received from such sale, having first deducted all sums owing to the Organiser (including accrued interest) and all reasonable legal or other expenses (including, but not limited to, costs of storage and sale) which shall result from the Sponsor’s breach of the Agreement.
25.1.2. In addition to these rights the Organiser may, in relation to uncollected Exhibits and other property, exercise the power of sale under the Torts (Interference with Goods) Act 1977.
25.1.3. For the purpose of Clauses 25.1 and 25.2, Sponsors must co-operate with the Organiser in so far as may be necessary to effect the sale, including by signing any document or confirming our authority.
26. Time of the Essence
26.1. Time shall be of the essence in respect of each term or condition of the Agreement whereby any Sponsor is required to do something by a specified date or within a specified period of time.
27. Interpretation and Notices
27.1. All the paragraphs and clauses of the Agreement are distinct and severable. If any provision of the Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Agreement, and the validity and enforceability of the other provisions of the Agreement shall not be affected.
27.1.1. If a provision of the Agreement (or part of any provision) is found illegal, invalid or unenforceable, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties' original commercial intention.
27.2. The Organiser believes the restrictions imposed on Sponsors or themselves by the Agreement to be reasonable in all the circumstances, for the protection of the parties, Visitors, other Sponsors and contractors. However, if any part of such restrictions may be adjudged void (but would be valid if any part were deleted or if the restrictions were reduced), the said restrictions shall apply with such modification as may be necessary to make them valid and effective.
27.3. The expiration or termination of the Agreement, for whatever reason, shall not affect those provisions, which are expressed to (or which by their nature must be understood to) operate or have effect thereafter. Termination shall not affect any right of action already accrued to either party in respect of any breach of the Agreement by the other party.
27.4. All headings in the Agreement are for the purposes of identification only and they shall not form part of, or affect the interpretation of, the Agreement.
27.5. A notice given to a party under or in connection with the Agreement shall be in writing in English (or accompanied by a properly prepared translation into English); shall be signed by or on behalf of the party giving it; and shall be sent for the attention of the person, at the recipient’s registered address, or principal place of business, or fax number or e-mail address of a contact at the recipient’s business (or to such other address, fax number or person as that party may notify to the other, in accordance with the provisions of this clause).
28. Entire Agreement 28.1. The Agreement contains the entire and only agreement between the parties and supersedes all previous agreements between the parties respecting the subject matter hereof. Each party acknowledges that in entering into this Agreement, it has not relied on any representation or undertaking, whether oral or in writing, save such as expressly incorporated herein. Nothing in this Clause
28.1 shall be deemed to exclude liability for fraudulent misrepresentation.
29. Jurisdiction & Third Party Rights
29.1. This Agreement and any non-contractual obligations arising out of, or in connection with, this Agreement shall be governed by and construed in accordance with English law.
29.2. Each of the parties irrevocably agrees that any and every dispute (and any non- contractual obligations, as aforesaid) arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the English Courts.
29.3. A person who is not a party to the Agreement shall not have any rights under or in connection with it.
30. Variation & Waiver
30.1. No variation of the Agreement shall be valid unless it is in writing and signed by, or on behalf of, each of the parties.
30.2. Failure to exercise, or any delay in exercising, any right or remedy provided under the Agreement or by law shall not constitute a waiver of that (or any other) right or remedy, nor shall it preclude or restrict any further exercise of that (or any other) right or remedy.
31. Dispute Resolution 31.1. If any dispute arises in connection with the Agreement the parties shall following a written request from one party to the other, meet in good faith to resolve the dispute before resorting to legal action.
31.2. In the event that a dispute arises between a would-be Sponsor and the Organiser in connection with or arising out of the offer or the refusal to offer a contract for Space to include, but not limited to, disputes over admission as a Sponsor and dispute over the allocation of space to exhibit at Kensington Palace shall be dealt with in accordance with our published dispute resolution procedures. This applies both to the procedures and the strict time limits within them.