In these Conditions, the following terms have the following meanings:

• 1.1 “Agreement” means these Conditions and the Application Form;
• 1.2 “Application Form” means the application form or order form to which these Conditions are attached setting out details of the Package or such other document setting out details of the Package as Informa shall choose in its absolute discretion to accept;
• 1.3 “Client” means the person, firm, company or entity set out in the Application Form;
• 1.4 “Conditions” means these sponsorship and exhibition terms and conditions;
• 1.5 “Data Protection Law” means the UK Data Protection Act 2018 or the Regulation and the Directive (if applicable), as amended or replaced from time to time, and all other national, international or other laws related to data protection and privacy that are applicable to any territory where Informa or Client processes personal data or is established;
• 1.6 “Directive” means the European Privacy and Electronic Communications Directive (Directive 2002/58/EC);
• 1.7 “Event” means the event, conference, exhibition, show, webinar or other event (whether held in-person or virtually) organised by Informa as set out in the Application Form;
• 1.8 “Event Site” means the website(s) (together with any platforms and/or applications used together therewith) that will host and display the Event (or part thereof) and Event materials;
• 1.9 “Exhibition Stand” means a stand (or part of a stand) constructed by Informa or Client in the in the exhibition space in the Venue as set out in the Application Form;
• 1.10 “Fees” means the fees payable by the Client for the Package as set out in the Application Form;
• 1.11 “Force Majeure Event” means any event or circumstance that is beyond the reasonable control of Informa and ongoing at the time of the Event or, in Informa’s opinion, is reasonably expected to be ongoing at time of the Event (including but not limited to governmental laws, ordinances, regulations, requisitions, restrictions, guidelines, recommendations or action, imposition of sanctions, embargo, military action, acts or threats of terrorism or war, mob, civil commotion or riot, health scares (including without limitation, epidemic and pandemic (e.g., COVID-19), whether or not new, ongoing or recurring), fire, acts of God, flood, drought, earthquake, severe weather, disaster, disruption to transportation, third party contractor/supplier failure, venue damage or cancellation, industrial dispute, strikes, labour disputes, interruption/failure of utility service, lack of commodities or supplies, accidents, nuclear, chemical or biological contamination, speaker or participant cancellation or withdrawal, or any other comparable calamity or casualty);
• 1.12 “Informa” means the Informa Group entity on the Application Form that is the owner, organizer, operator and/or manager of the Event as stated in the Application Form;
• 1.13 “Informa Group” means Informa and any entities controlling or controlled by or under common control with Informa including without limitation each of their respective employees, officers, directors, agents and representatives;
• 1.14 “Intellectual Property Rights” means trademarks, trade names, design rights, copyrights, database rights, rights in know-how, trade secrets, confidential information and all other intellectual property rights or analogous rights whether registered or unregistered anywhere in the world;
• 1.15 “Manual” means any manual, service kit or guide provided to Client by Informa in respect of the Event, as updated by Informa from time to time;
• 1.16 “Materials” means all content, materials and other information that is provided by Client, its Representatives or otherwise on Client’s behalf in connection with any element of the Package (including, without limitation, its name, profile, any logos, copy and other artwork);
• 1.17 “Owners” means the owners and/or management of the Venue;
• 1.18 “Package” means the services, including but not limited to Space and/or Sponsorship, to be provided to Client by Informa in relation to the Event as set out in the Application Form;
• 1.19 “Regulation” means the General Data Protection Regulation (Regulation (EU) 2016/679);
• 1.20 “Reportable Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data transmitted, stored or otherwise processed;
• 1.21 “Representatives” means the employees, consultants, agents, contractors and other representatives (or any employee, consultant, agent, contractor or other representative thereof) of a party;
• 1.22 “Space” means (i) the exhibition space in the Venue; and / or (ii) the virtual exhibition space hosted on the Event Site, allocated to the Client by Informa (together with the ancillary services provided to the Client in connection with such virtual or exhibition space) as set out in the Application Form;
• 1.23 “Sponsorship” means the sponsorship element of the Package as set out in the Application Form; and
• 1.24 “Venue” means the venue at which the Event is physically held.

• 2.1 Applications for the Package must be made on the Application Form provided to the Client by Informa. Informa may at its sole discretion choose to accept applications by other means but, in any event, these Conditions shall apply. The application for the Package is irrevocable by the Client.
• 2.2 Informa reserves the right to reject any Application Form or other application from any potential Client. A binding contract shall only come into effect when written confirmation (whether by email or otherwise) of acceptance is sent by Informa to the Client (whether or not it is received).
• 2.3 These Conditions are the only terms on which Informa is prepared to deal with the Client and no terms or conditions endorsed upon, delivered with or referred to in any purchase order or similar document delivered or sent by the Client to Informa will form part of  Agreement.

• 3.1 Unless other payment terms are set forth on the Application Form, the Client shall pay the Fees together with any Taxes within 30 days from the date of Informa’s invoice or full payment shall become due immediately when invoices are raised within 30 days prior to the start date of the Event. Time shall be of the essence in respect of the payment of Fees.
• 3.2 Without prejudice to any other right or remedy that it may have, if Informa does not receive the Fees in cleared funds by the due date for payment, Informa shall be entitled to: (i) charge interest at the rate of 1.5% per month (or if less the maximum rate permitted by applicable law) accruing on a daily basis until the date of actual payment; and (ii) refuse access for the Client and its Representatives to the Event; and/or refuse to provide any element of the Package; and (iii) terminate this Agreement upon which the provisions of Condition 2 shall apply.
• 3.3 Informa shall have no liability whatsoever if Client pays the Fees (or any proportion thereof) into any bank account other than the bank account specifically designated by Informa to Client for payment. In particular, Informa shall not be responsible for any losses suffered by Client due to third party fraud or misdemeanor, including, without limitation, false change of bank account communications, identity theft and other scams. Payment of the Fees into Informa’s designated bank account only shall satisfy Client’s payment obligations under this Agreement. To the extent that Client receives any communication notifying Client of a change in Informa’s designated bank account, Client is required to verify the authenticity of the same directly with Informa.

It is the intent of the parties that Informa will receive the Fees net of all applicable taxes, including, without limitation, sales, VAT, service or withholding taxes (“Taxes”), all of which shall be paid solely by the Client. If and to the extent that any Taxes are levied upon, or found to be applicable to, the whole or any portion  of the Fees, the amount of the Fees shall be increased by an amount necessary to compensate for the Taxes (including, without limitation, any amount necessary to “gross up” for Taxes levied on the increase itself).

• 5.1 The Client shall comply with all laws or regulations or guidelines of any competent authority (including, without limitation, all laws relating to anti-bribery, anti-corruption and trade sanctions) and any terms and conditions, Manual or reasonable instructions or directions issued by Informa or the Owners (including, without limitation, in relation to health and safety, data privacy or security (including information security) requirements).
• 5.2 The Client warrants that it has the right, title and authority (including, without limitation, that it has the necessary licences) to enter into the Agreement and perform its obligations under it and that the person signing the Agreement on behalf of the Client has the requisite authority to do so.
• 5.3 The Client and its Representatives must, at all times, conduct themselves in an orderly manner and must not act in any manner which causes offence, annoyance or inconvenience to other sponsors, exhibitors, the Owner, Informa or any visitors/delegates to the Event.
• 5.4 Client is required to be adequately insured in relation to its activities under this Agreement.
• 5.5 If applicable, the Client is solely responsible for obtaining passports, visas and other necessary documentation for entrance into the country where the Event is held. If the Client cannot attend the Event due to a failure to obtain such documentation, the Fees shall remain payable in full.
• 5.6 The Client shall not (and shall procure that its Representatives shall not) do or permit anything to be done that which might adversely affect the reputation or brand of Informa, the Owners or the Event or make any statement that is defamatory, disparaging or derogatory to Informa, the Owners or the Event.
• 5.7 The Client shall not (and shall procure that its Representatives shall not) cause or permit any damage to the Venue or any part thereof or to any fixtures or fittings which are not the property of the Client or to the Event Site.
• 5.8 All items brought to the Venue or uploaded to the Event Site by or on behalf of the Client are done so at the Client’s own risk and Informa does not accept them into its charge or control.
• 5.9 The Client agrees that it may not use the Event to leverage any other event in which the Client is a sponsor or participant.
• 5.10 Client consents to its details (including, without limitation, its name, logo and profile) being: (i) published in any show guide, directory and/or other promotional materials prepared in connection with the Event, and/or (ii) displayed on the Event Site. Although Informa shall take reasonable care in any such publication/display, it shall not be liable for any errors, omissions or misquotations that may occur.
• 5.11 Client is solely responsible for obtaining any licenses, regulatory approvals, customs clearances or other necessary consents required for Client to participate in the Event and display its Materials, including, without limitation, any licenses or other necessary consents required for the playing of music or any other audio or visual material by Client. Client will not violate any rights of third parties in connection with its participation in the Event, including but not limited to the reproduction, performance, distribution, or posting of proprietary or copyrighted material without a license, assignment, or other legally effective permission. Client shall make any and all payments to third parties and/or clearinghouse agencies as may be necessary to lawfully perform, publish or reproduce any such material.  The Client specifically agrees, undertakes and assumes responsibility to make any and all reports to such agencies and/or parties including specifically by way of example only ASCAP, BMI, SAC, SESAC and other similar agencies, and to provide evidence of such reports and payments upon request.
• 5.12 All unauthorized photography and the recording or transmitting of audio or visual material, data or information from the Event is expressly prohibited.
• 5.13 Client acknowledges and agrees that Informa Group and its Representatives shall be permitted to undertake multimedia recording at the Event, which may include, without limitation, recording the Client and its Representatives participating in the Event (the “Content”). Client agrees to make its Representatives aware of such permission for multimedia recording in advance of the Event.  Client acknowledges and agrees (and shall procure that its Representatives acknowledge and agree) that Informa Group is the exclusive owner of all rights in the Content and hereby waives any and all: (a) rights in and to such Content, and (b) claims that Client or its Representatives may have relating to or arising from the Content or its use.  Without limitation, Informa Group shall be permitted to use the Content anywhere in the world for promotional and all other purposes, without any payment or compensation.
• 5.14 Client acknowledges and agrees that the terms of this Agreement (including, without limitation, the amount of the Fees) and the provisions of the Manual shall constitute confidential information of Informa, and Client undertakes that it shall not at any time disclose the same to any third party.

• 6.1 Informa reserves the right to make alterations in the floor plan of the Event, the layout of the Event Site or in the specification for the Client’s Space in its sole discretion and at any time, which it considers to be in the best interest of the Event including (without limitation) altering the size, shape or position of the Space. If the Space is materially reduced, the Client will receive a pro rata refund of the Fees payable in respect of the Space.
• 6.2 Informa permits the Client, subject to the terms of the Agreement, to use the Space for the purpose of displaying goods and exhibits at the Event. Such use shall not constitute a tenancy or lease of the Space and the Client acknowledges that it shall have no other rights to or interest in the Space.
• 6.3 The Client shall not permit the display of any materials or information that do not exclusively relate to the Client’s commercial activities. Informa reserves the right to remove from being displayed, at the risk and expense of the Client, any exhibit or other item which Informa considers in its reasonable opinion (i) to be in contravention with applicable laws, regulations or the policies or procedures of Informa or of the Owners, (ii) infringes the Intellectual Property Rights of a third party, (iii) is likely to cause offence or annoyance or (iv) is otherwise inappropriate or which does not comply with these Conditions.
• 6.4 Where agreed by both parties and as specified on the Application Form, Informa or Client will be responsible for setting up the Space for the Client, including where applicable, an Exhibition Stand. The Client is solely responsible for all aspects of dressing and branding the Space including, without limitation, any Exhibition Stand (where applicable).
• 6.5 The Client shall be liable to Informa or any third parties (as the case may be) for any claims relating to the set up of the Space including, without limitation, construction of the Exhibition Stand (where applicable) or any breach of Condition 5.1.
• 6.6 The Client may not sublet the Space (in whole or in part) without the express prior written consent of Informa. If and to the extent that the Client is permitted to sublet the Space, the Client shall remain responsible for the Space and shall be liable for any breach of the terms of the Agreement by any party to whom the Space is sublet.
• 6.7 If the Client is in breach of the Agreement or is otherwise engaged in any activity that might jeopardise the safety (including without limitation the data security and information security) of the Event, exhibitors and visitors, Informa reserves the right to suspend or block (temporarily or permanently) access to the Space and remove or block the Client’s Representatives from the Event without liability to the Client.
• 6.8 If the Client wishes to share the Space with any entity that is not a company within the Client’s group of companies, it must obtain the prior written consent of Informa. Informa reserves the right to charge the Client additional Fees as a condition to granting any such consent.

The following Conditions 6.9 to 6.13 (inclusive) shall not apply to virtual exhibition Space

• 6.9 The Client is only permitted to conduct business from its allotted Space or otherwise as permitted under the terms of the Package and shall not canvass, promote, advertise or solicit for business in any other area of the Venue without the prior consent of Informa. The Client agrees that it may not use any Informa Group event to leverage any other event in which the Client is a sponsor or participant, and therefore agrees that it may not promote its products or organization within 500 yards of any Event locations, except (i) in advertising contained in periodicals or similar regularly published media or (ii) as permitted by this Agreement or by Informa in writing. In the interest of the success of the Event, the Client agrees not to extend invitations, call meetings or otherwise encourage absence of exhibitors or invited guests from the Event or Venue during the official hours of the Event or any function sponsored in connection with the Event by Informa or its official sponsors.
• 6.10 The Client shall at all times ensure that the Exhibition Stand is staffed by competent personnel and is clean, tidy and well presented during Event opening times failing which Informa reserves the right without liability to arrange for this to be done at the Client’s expense.
• 6.11 The Client undertakes to occupy the Space in time for the opening of the Event and not to close the Exhibition Stand prior to the end of the Event. In the event that the Client fails to comply with this Condition, Informa shall be entitled to terminate the Agreement and the provisions of Condition 14.2 shall apply.
• 6.12 From time to time, Informa, the Owner and each of their Representatives may enter the Venue at any time to carry out works, repairs or alterations or for any other purposes which they deem necessary (“Works”). To the fullest extent permitted by law, Informa, the Owner and each of their Representatives shall not be liable for any damage, loss or inconvenience, howsoever arising, and suffered by the Client and/or its Representatives by reason of any act or omission relating to the Works.
• 6.13 Client is required to be adequately insured to have an Exhibition Stand. The Client shall at its own expense maintain in effect throughout the Event including move-in and move-out days, and provide to Informa at least thirty (30) days prior to move in to the Event a certificate of insurance showing that there is in effect: (i) a Commercial General Liability insurance coverage of not less than $1 million single occurrence/$2 million aggregate combined limit for bodily injury and property damage, including coverage for personal injury, broad form contractual liability, operation of mobile equipment, product and liquor liability (where applicable) and (ii) automobile liability insurance coverage of not less than $1 million combined single limit for bodily injury and property damage, including coverage for non-owned and hired vehicles, including loading and unloading operators, in which Informa and the Venue and Owners are named as additional insureds. The Client acknowledges that the certificate of insurance requirement in the foregoing sentence shall not be deemed waived, nor shall the Client be relieved of its obligation to provide such certificate, even if Informa provides the Client with the benefits hereunder without having received such certificate from the Client. The Client also agrees to obtain and maintain in effect throughout the Event workers compensation and employers’ liability insurance in such minimum amounts as are required by law or are otherwise consistent with prudent business practice. The Client agrees to waive the right of subrogation of its insurance carrier against Informa and the Venue and Owners to recover loss sustained for real and personal property.

• 7.1 The Client shall provide Informa with all Materials which Informa requires under this Agreement within the deadlines specified by Informa and the Client shall comply with Informa’s reasonable requirements and directions in relation to the Materials. If the Client fails to provide the Materials by the deadline and to the specifications required by Informa, Informa reserves the right to refuse to incorporate, print, publish, display or otherwise use the Materials and shall not be required to refund any Fees which shall remain payable in full.
• 7.2 The Client warrants that the Materials (i) are accurate and complete; (ii) are not in any way defamatory, libellous, obscene, menacing, threatening, offensive, abusive or fraudulent; (iii) are not in any way illegal and that they do not contravene any applicable law or incite or encourage the contravention of any law; (iv) if provided in digital form, are free from any viruses and any other malware or corrupting elements of any kind and that they shall not cause any adverse effect on the operation of any Informa system, publication, website, platform, media or other property and/or on any users of any of the foregoing; and (v) together with all Intellectual Property Rights therein, are owned or duly licensed by Client and they do not infringe the Intellectual Property Rights of any third party.
• 7.3 While Informa will take reasonable care in relation to the production of material and information incorporating the Materials, Informa shall not in any event be responsible to the Client for any omissions, misquotations or other errors which may occur except where such losses arise as a result of Informa’s gross negligence or willful misconduct.
• 7.4 All Materials are subject to approval and acceptance by Informa. Informa reserves the right to in its absolute discretion to reject any Materials at any time after receipt.
• 7.5 For the purposes of Sponsorship, Informa will use its reasonable endeavors to provide the Sponsorship in the size, position and manner as specified in the Application Form. However, Informa shall not be liable to the Client where reasonable modifications or changes to the Sponsorship (including, without limitation, to the size, position, section or issue of or date of publication) are made by Informa.
• 7.6 The Client hereby grants to Informa a non-exclusive, worldwide, royalty free license to use the Materials in connection with the Event and in accordance with the Agreement. The Client also acknowledges that in view of the time and cost required in preparing any publications or other media, in circumstances where the Agreement is terminated, Informa may at its discretion continue to use the name, logo or any other Materials or information provided by the Client after termination of the Agreement, where the time and cost does not allow Informa to remove, delete or cover over such name, logo or other material or information.
• 7.7 If the Client and / or any of its Representatives is in breach of the Agreement Informa reserves the right to refuse to use any Materials in relation to the Event or the Sponsorship or may remove or delete such Materials without liability to the Client.

• 8.1 Where visitor passes and/or delegate passes are issued as part of the Package, they are issued subject to the terms of this Agreement and Informa’s separate terms and conditions applicable to visitors and/or delegates are expressly excluded. Only official visitor and delegate passes issued by Informa shall be valid for entry to the Event.
• 8.2 The Client will be supplied with passes for its Representatives that are working at the Event and such passes must be produced on request at the Event. Informa may refuse entry to any person without a valid pass. Passes are only valid in the name of the person to whom they are issued.
• 8.3 Informa may (at its sole discretion) refuse admission to, or eject from the Event, any Client Representative who fails to comply with these terms and conditions or who in the opinion of Informa represents a security risk, nuisance or annoyance to the running of the Event. Client shall procure that its Representatives comply with all reasonable instructions issued by Informa or the Owners at the Event.

This Condition 9 shall apply only where the whole or any part of the Event is provided in a virtual format.

• 9.1 Client undertakes to (i) be responsible for any technical requirements to enable Client and its Representatives to use the Event Site, and (ii) participate in the Event via the Event Site for the duration of the Event.
• 9.2 If applicable, the Client will be supplied with exhibitor accounts for its Representatives that are working on the Space hosted on the Event Site. Such accounts are only valid in the name of the person to whom they are issued.
• 9.3 Where delegate accounts are issued as part of the Package, access to the Event Site is only available to employees of Client, are only valid in the name of the person to whom they are issued and access to a delegate account may not be shared internally or externally. Such accounts are issued subject to the terms of this Agreement and Informa’s separate terms and conditions applicable to delegates are expressly excluded.
• 9.4 Client is solely responsible for the security of any passwords issued by Informa for accessing the Event Site. Informa may cancel or suspend such passwords in the event of a breach of this Agreement.
• 9.5 Client shall (and shall procure that its Representatives) comply with all laws and regulations applicable to its access to and use of the Event Site including the terms of this Agreement and the Informa terms and conditions of website use (https://tech.informa.com/terms-and-conditions). Informa may monitor Client’s use of the Event Site to ensure such compliance.
• 9.6 Informa cannot guarantee that the Event Site will operate continuously, securely, without errors or interruptions, or is free of viruses or harmful components, and Informa does not accept any liability on account of unavailability, interruptions, errors or viruses or harmful components. Client shall not (and shall procure that its Representatives shall not) attempt to interfere with the proper working of the Event Site and, in particular, shall not attempt to circumvent security, tamper with, hack into, or otherwise disrupt any computer system, server, website, router or any other internet connected device. Client shall be responsible for making all arrangements necessary for Client and its Representatives to have access to the Event Site.
• 9.7 Informa does not endorse or accept any responsibility for the content, or the use of, any goods or services that may be identified or described on the Event Site and Informa shall not be liable for any loss or damage caused or alleged to be caused by or in connection with use of, or reliance on, any content, goods or services available on or through the Event Site or any website or other resource referenced therein.
• 9.8 Client and its Representatives, when using any networking system or any community platform made available on the Event Site, shall be bound by the following behavioral conditions: (a) you agree that any information you enter is true and accurate to the best of your knowledge and will be considered non-confidential and non-proprietary; (b) you agree to respect other users of the services and shall refrain from contacting other users with untargeted announcements or requests; (c) you shall not send messages, upload or link to any defamatory, offensive, harassing, misleading or unlawful content; and (d) you shall not upload or link to content which violates a third party’s Intellectual Property Rights or privacy rights.
• 9.9 Client consents (and warrants that it has in place the appropriate consents for its Representatives) to grant Informa and the Informa Group a royalty-free license to use personal information of Client and its Representatives submitted to the Event Site within the Event Site and in ways necessary for the functioning of the Event.
• 9.10 Client acknowledges and agrees that use of the Event Site shall be further subject to any website terms of use and/or fair or acceptable use policies indicated on the Event Site.
• 9.11 Informa does not guarantee or warrant that any content available for downloading from the Event Site will be free from infections, viruses and/or other code that has contaminating or destructive properties. Client is responsible for implementing sufficient procedures and virus checks to satisfy its particular requirements.
• 9.12 Client must not:
  • (a) infringe Informa’s Intellectual Property Rights or those of any third party in relation to its use of the Event Site;
  • (b) knowingly transmit, send or upload any data that contains viruses, Trojan horses, worms or any other harmful programs or similar computer code;
  • (c) use the Event Site in a way that could damage, disable, overburden, impair or compromise Informa’s systems or security or interfere with other users; or
  • (d) interfere with, manipulate, damage or disrupt the Event Site.
• 9.13 Informa reserves the right at any time, and without notice to Client, to:
  • (a) make changes or corrections and to alter, suspend or discontinue any aspect of the Event Site;
  • (b) vary the technical specification of the Event Site;
  • (c) temporarily suspend Client’s and its Representatives’ and third parties’ access to the Event Site for the purposes of maintenance or upgrade; and
  • (d) withdraw from the Event Site any of the Materials (or any part thereof).
• 9.14 Informa reserves the right to remove any messages, content or hyperlinks which it believes, in its sole discretion, breaches these conditions and to temporarily or permanently block users who persistently breach these conditions. Informa shall not accept responsibility for the accuracy or reliability of the information submitted by other users and Informa shall not be held liable for any message or content sent or posted by a user of any Informa services.
• 9.15 Informa is under no obligation to oversee, monitor or moderate any interactive service which may be provided on the Event Site and, without limitation, Informa expressly excludes all liability for any loss, injury or damage whatsoever arising from the use by Client and its Representatives of any interactive service, whether the service is moderated or not.

• 10.1 The Client’s rights in relation to the Event are strictly limited to those set out in the Package. The Client is not permitted to: (i) establish a website specifically relating to the Event; or (ii) other than in accordance with Condition 2, otherwise promote or advertise its association with the Event or Informa or undertake any promotional activity in connection with the Event or Informa in any way otherwise than as set out in the Package or with the prior written consent of Informa.
• 10.2 Nothing in Condition 1 shall prevent the Client from advertising in a proportionate manner on its own website the fact of its attendance and participation in the Event. This includes providing a web link to the Event’s website together with any Event logo. Informa may request for any reason at any time that the Client removes any such promotional material from its website and the Client shall be required to comply with any such request promptly. Nothing in the Agreement shall be construed as granting to the Client any right, permission or licence to: (i) use or exploit Informa’s or any member of the Informa Group’s Intellectual Property Rights; or (ii) otherwise exploit any connection with Informa or any event run by Informa in any way.

Informa reserves the right at any time and for any reason to make changes to the format, content, venue and timings of the Event (including, without limitation, any installation and dismantling periods or conversion of part or the whole of a physical in-person event to a virtual event, and vice versa) without liability.  If any such changes are made, this Agreement shall continue to be binding on both parties, provided that the Package may be amended as Informa considers necessary to take account of the changes.  Informa will notify the Client of any such amendments to the Package as soon as reasonably practicable. If due to a Force Majeure Event Informa determines that it would be commercially impractical or inadvisable to hold all or substantially all of the in-person physical portions of the Event and therefore the Event will be all or substantially all virtual, then the parties agree that Client’s Package and pricing for the Event shall be automatically revised and the revised pricing shall be the Price (before discount) for the Virtual Event as set forth on the Application Form (the “Virtual Price”); in such event if Client has paid Fees to Informa in excess of the Virtual Price (the “Excess Paid Fees”) then, at Client’s election, Informa shall either (i) issue a credit note for 100% of the amount of Excess Paid Fees and Client will be released from paying any further proportion of the Fees (such credit note may be applied against costs or fees relating to any additional products or services ordered from the Informa Group’s Informa Tech division) or (ii) retain an amount equal to 25% of the Excess Paid Fees and shall refund the remaining portion of the Excess Paid Fees to Client and Client will be released from paying any further proportion of the Fees.

• 12.1 Without prejudice to Condition 1, Informa reserves the right to cancel or change the date(s) of the Event at any time and for any reason, in which case Conditions 12.2 and 12.3 (as applicable) shall apply.
• 12.2 If the date(s) of the Event are changed or where the Event is cancelled for the current year but is reasonably expected to be held within the 8 calendar months after the original Event dates, the Agreement will continue in full force and effect and the obligations of the parties shall be deemed to apply to the Event on the new dates in the same way that they would have applied to the original Event. For the avoidance of doubt, nothing in this Condition 2 shall excuse the Client from payment of the Fees under the Agreement in accordance with the payment schedule set out in the Application Form.
• 12.3 Where the Event is cancelled and is not reasonably expected to be held by Informa within the 8 calendar months after the original Event dates in accordance with Condition 2 above the terms of this Condition 12.3 shall apply:
  • (a) if the Event is cancelled other than as a result of a Force Majeure Event (in which case the provisions of Condition 3(b) below apply), Informa may terminate this Agreement without liability provided that, at Client’s election, any proportion of the Fees already paid will be refunded or a credit note for the amount of the Fees already paid will be issued and the Client will be released from paying any further proportion of the Fees;
  • (b) if the Event is cancelled as a result of a Force Majeure Event, Informa may terminate this Agreement without liability provided that, at Client’s election:
    • (i) Informa shall issue a credit note for 100% of the amount of Fees already paid and Client will be released from paying any further proportion of the Fees (such credit note may be applied against costs or fees relating to any additional products or services ordered from the Informa Group’s Informa Tech division); or
    • (ii) Informa shall be entitled to retain an amount equal to 25% of the total Fees (the “Revised Fees”) from any proportion of the Fees already paid or, where no Fees have been paid or where the proportion of the Fees already paid is less than the Revised Fees, Informa shall be entitled to submit an invoice in respect of the balance (or the whole as the case may be) of the Revised Fees, which will become immediately due and payable; and after the deduction of the Revised Fees, at Client’s election, any proportion of the Fees already paid will be either refunded or a credit note issued for the amount of Fees already paid and Client will be released from paying any further proportion of the Fees.
• 12.4 To the fullest extent permitted by law, Informa shall not be liable to the Client for any loss, delay, damage or other liability incurred resulting from or arising in connection with the changing of the date of the Event or the cancellation of the Event, howsoever arising. The Client acknowledges that provisions of this Condition 12 set out the Client’s sole remedy in the event of the changing of the date of the Event or the cancellation of the Event by Informa and all other liability of Informa is hereby expressly excluded.

• 13.1 The application for the Package is irrevocable by Client and, save as expressly stated in the Application Form, Client has no rights to cancel this Agreement. Save as expressly set out in this Agreement or in the Application Form, no refunds shall be given and the Fees shall remain due and payable in full.
• 13.2 To the extent that the Application Form expressly permits cancellation by Client, Client may cancel the Package on written notice to Informa, except where Informa has the right to terminate this Agreement under Condition 1. Upon any such cancellation by Client, Client shall pay Informa such cancellation fees as are stated in the Application Form.  For the purpose of determining any such cancellation fees, if the Event is rescheduled as a result of a Force Majeure Event the relevant dates shall be fixed by reference to the originally scheduled opening date of the Event and not the new opening date of any Event rescheduled pursuant to Condition 12.2.

• 14.1 Either party may terminate the Agreement at any time by written notice to the other if that other party: (i) has committed a material breach of any of its obligations under the Agreement and has not remedied such breach (if the same is capable of remedy) within 14 days of receiving written notice of the breach (or such lesser period as would be required for the breach to be remedied in sufficient time prior to the Event); or (ii) goes into liquidation whether compulsory or voluntary or is declared insolvent or if an administrator or receiver is appointed over the whole or any part of the Client’s assets or if the Client enters into any arrangement for the benefit of or compounds with its creditors generally or ceases to carry on business or threatens to do any of these things or suffers any analogous event in any jurisdiction.
• 14.2 Without prejudice to any other right or remedy it may have, in the event that Informa terminates the Agreement under the provisions of Conditions 2, 6.11 or 14.1 Informa shall not be required to refund any Fees received from the Client and Informa shall be entitled to submit an invoice in respect of the balance (or the whole as the case may be) of the Fees which will become immediately due and payable. Informa shall not be liable to the Client for any loss or damage of any kind resulting from termination of the Agreement and shall have no further obligations under the Agreement or otherwise to the Client.
• 14.3 Informa may terminate the Agreement without liability immediately at any time by written notice to the Client if Informa determines in its absolute discretion that the provision of the Package to the Client is not in the best interests of the Event or Informa’s legitimate commercial interests. In the event that Informa terminates the Agreement pursuant to this Condition 3 any proportion of the Fees already paid will be refunded and the Client will be released from paying any further proportion of the Fees. The Client acknowledges that the refund of Fees paid is its sole remedy in the event of termination by Informa under this Condition 14.3 and all other liability of Informa is hereby expressly excluded.
• 14.4 Upon the giving of notice of termination, without prejudice to any other right or remedy it may have, Informa may prevent all access to the Space, remove any Sponsorship, and, if necessary, remove all Client property (including all Materials) from the Space at the Client’s risk and expense and Informa shall be free to re-license the Space and/or resell the Sponsorship elements of the Package.
• 14.5 Conditions 6 and 9 (inclusive) shall survive termination of the Agreement.

• 15.1 Informa does not make any warranty as to the Event or Event Site in general and in particular in relation to: (i) the presence or absence or location of any other sponsor/exhibitor or potential sponsor/exhibitor; or (ii) the benefit or outcome (commercial or otherwise) that the Client may achieve as a result of exhibiting at or sponsoring the Event. Except as set out in these Conditions, to the fullest extent permitted by law, Informa excludes all conditions, terms, representations and warranties relating to the Event, Event Site and the Package, whether imposed by statute or by the operation of law or otherwise, that are not expressly stated herein.
• 15.2 Informa Group shall not be liable to the Client for any loss or damage suffered or incurred by the Client in connection with the provision of (or failure wholly or partly of) any services or goods provided by third parties in connection with the Event or the Package, including, without limitation, in relation to the provision of utilities, freight shipment, the transport and delivery of sponsorship and or exhibition materials to the Venue, work undertaken by third party contractors (whether or not Informa sub-contractors) and services provided by the Venue owners. The Client acknowledges that services provided by Informa official or recommended contractors to the Client are the subject of a separate agreement between the Client and the contractor. Although Informa shall use reasonable care in selecting official or recommended contractors, Informa shall not be liable for any loss or damage suffered or incurred by the Client in connection with the provision of services to the Client by such contractors.
• 15.3 Subject to Condition 6: (i) Informa Group shall not be liable to Client for any indirect, consequential, special, incidental or punitive loss or damage, loss of profits, loss of business, loss of opportunity, loss of goodwill, loss or corruption of data or any other type of economic loss or damage; (ii) Informa Group shall have no responsibility or liability for any loss (or theft) of or damage to the person, property and effects of the Client or its Representatives; and (iii) Informa Group’s maximum aggregate liability to the Client under the Agreement or otherwise in connection with the Event and/or the Package shall be limited to the total amount of the Fees.
• 15.4 The Client shall indemnify Informa Group and keep Informa Group fully and effectively indemnified against any loss of or damage to any property or injury to or death of any person caused by any act or omission of the Client, its Representatives or its invitees.
• 15.5 The Client shall indemnify Informa Group and keep Informa Group fully and effectively indemnified against all losses, claims, damages and expenses (including, without limitation, reasonable legal fees) incurred by Informa Group as a result of a third party claim that either: (i) the display of any products, documents or other materials exhibited by the Client at the Event; or (ii) Informa’s receipt or use of the Materials constitutes an infringement of the Intellectual Property Rights of any third party or is in breach of any applicable law.
• 15.6 Nothing in these Conditions shall exclude or limit liability which cannot be excluded by the applicable law.

For the purposes of this Condition 16 “Confidential Information” means information disclosed by a party (the “Disclosing Party”) to another (the “Receiving Party”) relating to the Disclosing Party’s business, products, affairs and finances, clients, customers and trade secrets including, without limitation, customer lists, billing practices, contractual arrangements, technical data and know-how. For the avoidance of doubt, the fact of the Client’s participation in the Event shall not be deemed to be Confidential Information. The Receiving Party shall not (except in the proper performance of its obligations under the Agreement) during the continuance of the Agreement or at any time thereafter use or disclose to any person, firm or company (and shall use its best endeavors to prevent the publication or disclosure of) any Confidential Information of the Disclosing Party. This restriction does not apply to: (i) any information in the public domain other than in breach of the Agreement; (ii) information already in the lawful possession of the Receiving Party before its receipt from the Disclosing Party; (iii) information obtained from a third party  who is free to divulge the same; (iv) disclosure of information which is required by law or other competent authorities; and (v) information developed or created by one party independently of the others.

• 17.1 For the purposes of this Condition 17, the terms personal data, controller, processor, processing, data subject and supervisory authority shall have the meanings ascribed to them under the Regulation.
• 17.2 For the purposes of this Agreement and either party’s processing of personal data in connection with this Agreement, the parties agree that each party acts as a data controller. Each party shall (i) only process personal data in compliance with, and shall not cause itself or the other party to be in breach of, Data Protection Law, and (ii) act reasonably in providing such information and assistance as the other party may reasonably request to enable the other party to comply with its obligations under Data Protection  If either party becomes aware of a Reportable Breach relating to the processing of personal data in connection with this Agreement, it shall (i) provide the other party with reasonable details of such Reportable Breach without undue delay, and (ii) act reasonably in co-operating with the other party in respect of any communications or notifications to be issued to any data subjects and/or supervisory authorities in respect of the Reportable Breach. If either party receives any communication from any supervisory authority relating to the processing of personal data in connection with this Agreement, it shall (i) provide the other party with reasonable details of such communication, and (ii) act reasonably in co-operating with the other party in respect of any response to the same.  Informa collects, uses and protects personal data in accordance with its privacy policy, which can be found here: https://www.informa.com/privacy-policy/.
• 17.3 Without prejudice to the generality of Condition 2, Client acknowledges and agrees that if it receives any list containing personal data from Informa as part of the Package (a “Data List”), it shall: (i) keep the Data List confidential and not disclose it to any third party; (ii) only use the Data List for the purpose of making an initial approach to contacts on the Data List in response to their engagement with Client’s products and/or services as facilitated by the Package and, if applicable, as has been otherwise agreed with Informa in writing; (iii) securely delete or put beyond use all or any part of the Data List upon Informa’s reasonable request or by such time as is required by Data Protection Law, whichever is earlier; and (iv) provide Informa with reasonable details of any enquiry, complaint, notice or other communication it receives from any supervisory authority relating to Client’s use of the Data List, and act reasonably in co-operating with Informa in respect of Client’s response to the same. Client acknowledges and agrees that Informa shall only be obliged to provide Client with all or part of any Data List to the extent that it is legally permitted to do so and Informa shall not be liable to Client if the volume of personal data provided to Client is less than anticipated as a result of Informa’s compliance with Data Protection Law.

• 18.1 Without prejudice to Condition 12, if, by reason of any Force Majeure Event Informa is delayed in or prevented from performing any of its obligations under the Agreement, then such delay or non-performance shall not be deemed to be a breach of the Agreement and no loss or damage shall be claimed by the Client by reason thereof. For the avoidance of doubt, nothing in this Condition 1 shall excuse the Client from the payment of the Fees under the Agreement.
• 18.2 Each party shall comply with the applicable requirements regarding unfair competition and shall adhere to the highest standards of ethics on a global basis and shall refrain from corrupt business practices and shall prohibit, directly and indirectly, public or private bribery, kickbacks or any other activity that would give rise to a conflict of interest that could adversely influence the judgment, objectivity or loyalty to the business activities and assignments under this Agreement.
• 18.3 Nothing in the Agreement shall create, or be deemed to create, a partnership or joint venture or relationship of employer and employee or principal and agent between the parties.
• 18.4 If and to the extent that there is any conflict between these Conditions and the Application Form, the terms of the Application Form shall prevail.
• 18.5 Each party acknowledges that the Agreement constitutes the entire agreement between the parties in relation to the Event and that it does not rely upon any oral or written representation made to it by the other. No variation of the Agreement shall be effective unless made in writing signed by or on behalf of each of the parties to the Agreement.
• 18.6 No rights under the Agreement may be assigned by the Client without the prior written consent of Informa. The Client may not sub-contract or delegate in any manner any of its obligations under the Agreement to any third party or agent without the prior written consent of Informa.
• 18.7 Any notice given to a party under or in connection with this Agreement shall be in writing and shall be: (i) delivered by hand or courier at its registered office or principal place of business; (ii) by prepaid, first-class post at its registered office or its principal place of business; or (iii) by email to the relevant contact of either party using a correct email address. For the avoidance of doubt notice shall be deemed to be delivered at the time of delivery if delivered by hand or courier, within two working days if delivered by prepaid first class post, and the same working day if delivered by email.
• 18.8 A person who is not a party to the Agreement shall have no rights under or in connection with it.
• 18.9 No failure by either party in exercising any right, power or remedy shall operate as a waiver of the same.
• 18.10 If any provision of the Agreement (or any part of any provision) is found by a 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.
• 18.11 Client agrees that Informa is entitled to recover reasonable attorney’s fees and costs, and collection costs, in any action to collect unpaid Fees or to enforce its rights under this Agreement.
• 18.12 The Agreement is governed by the laws of the State of New York, exclusive of the choice of law rules of any jurisdiction, and the Client submits to the exclusive jurisdiction of the federal and state courts located in the State of New York having subject matter jurisdiction. Nothing in this Condition 18.12 shall prevent or restrict Informa from pursuing any action against the Client in any court of competent jurisdiction. Both parties agree to waive any rights to trial by jury.