Finlayson Media Communications Ltd Standard Terms and Conditions of Acceptance
Finlayson Media Communications Ltd Terms and Conditions of Acceptance of print and digital advertisements
1. These conditions shall apply to all advertisements, sponsorships, inserts, sponsored articles or features (herewith referred to as advertisements) accepted for inclusion in hard copy editions of publications or digital websites published by Finlayson Media Communications Limited (“FMC”).
2. All advertisements are accepted subject to FMC’s approval of the copy and to the space being available.
3. If it is intended to include in an advertisement a competition or a special of merchandise, other than that normally associated with the advertised product, full details must be submitted at the time of booking.
4. FMC reserves the right to omit or suspend an advertisement at any time for good reason, in which case no claim on the part of any Advertiser for damage or breach of contract shall arise. Should such omission or suspension be due to the act or default of the Advertiser then the space reserved for the advertisement shall be paid in full notwithstanding that the advertisement has not appeared. Such omission or suspension shall be notified to the Advertiser as soon as possible.
5. If FMC considers it necessary to modify the space or alter the date or position of insertion or make any other alteration to the publication or event, the Advertiser will have the right to cancel if the alterations requested are unacceptable, unless such changes are due to an emergency or circumstances beyond FMC’s control. Every care is taken to avoid mistakes but FMC cannot accept liability from any loss arising from the late appearance or non-publication of any advertisement.
6. The Advertiser warrants that the advertisement is not illegal, defamatory, an infringement of any other party’s rights or an infringement of the British
Code of Advertising Practice.
7. The Advertiser will indemnify FMC fully in respect of any claim made against FMC arising from the advertisement. FMC will consult the Advertiser as to the way in which such claims are to be handled.
8. Advertisement rates are subject to revision at any time and orders are accepted on condition that the price binds FMC only in respect of the next issue to go to press. In the event of a rate increase, the Advertiser will have the option to cancel the order without surcharge or continue the order at the revised advertisement rates.
9. If the Advertiser cancels the balance of an agreed programme of advertisements it relinquishes any right to a pre-agreed series discount to which it was previously entitled and advertisements forming part of such programme (both those published and those not yet published) will be paid for at the appropriate rate set out in the rate card.
10. Accounts are due for settlement within 30 days of the due date of invoice. In the event of any account becoming overdue, FMC reserves the right both to suspend insertions due under order or until such time as the sum owing is paid and to reduce any commission otherwise allowed to advertising agencies. Interest is chargeable on overdue accounts at the maximum rate permitted by applicable law. All gross display advertising rates are subject to the current Advertising Standards Board of Finance surcharge payable by the Advertisers. Where orders are placed by Advertising Agents the Agency will be responsible for collecting this surcharge and paying to the Advertising Standards Board of Finance (“the Board”). Where the Advertiser places advertising directly, FMC will invoice the relevant surcharge and distribute this to the Board without deduction.
11. FMC reserves the right to recover all additional costs incurred that arise as a result of the acts or defaults of the Advertiser or its Agent. Complaints regarding publication of advertisements must be received by FMC in writing within one calendar month of the cover date.
12. At least 6 weeks’ notice written prior to copy date is required to stop, cancel or suspend an insertion. After this date the Advertiser will be liable to pay the full rate for the insertion.
13. The onus is on the Advertiser to submit copy to FMC at least 4 weeks prior to the publication. Failure to do so may result in the advertisement not appearing in the edition, but space is still chargeable
14. Advertiser’s property, artwork, etc are held at the Advertiser’s risk. FMC reserves the right to destroy all artwork which has been in custody for twelve months from the date of its last appearance.
15. These Conditions shall be governed and construed in accordance with the laws of England and Wales. Any dispute concerning these Conditions shall be subject to the exclusive jurisdiction of the English courts.
Terms and conditions for participation in any one of FMC’s events
A In the terms and conditions set out below the following expressions shall have the following meanings:
“Administrator” means Finlayson Media Communications Ltd;
“Agreement” means the order, verbal or written, between FMC Ltd and the exhibiting company;
“Exhibition” means the exhibition shown agreed;
“Exhibitor” means the person or company who has contracted for a stand, stands or sponsorship at the Exhibition;
“Exhibitor Marks” means the trademarks of the Exhibitor;
“Force Majeure Event” shall have the meaning given in clause 12 below;
“Order” means the written or verbal agreement covering these terms and conditions under which bookings for stands or space are made;
“Total Cost” means the Stand Cost and any other charges payable by the Exhibitor.
B These terms and conditions shall apply to all arrangements between the Exhibitor and the Administrator relating to the Exhibition. Any variation of these terms and conditions shall only be binding if agreed by the Administrator in writing. No terms and conditions stipulated by the Exhibitor shall apply to any such contract unless expressly agreed by the Administrator in writing and stated to be a variation to these terms and conditions.
C No booking shall be confirmed until the Administrator has accepted the order, either verbally or in written form, and the Administrator reserves the right to refuse to accept any booking without giving reasons therefore.
D The Exhibitor shall comply with all applicable laws, regulations and codes of practice, including, without limitation, any Local Authority and Premises regulations.
2. PRICE AND PAYMENT
A All quotations and prices are exclusive of VAT which will be added to all invoices as appropriately chargeable.
B Quotations may be withdrawn by the Administrator at any time prior to acceptance by the Administrator of the order and quotations may be deemed to be withdrawn if the order is not confirmed within 30 days of the date of quotation.
C The Administrator reserves the right to alter prices set out in any list at any time prior to acceptance of the applicant’s order, which alterations shall be in writing.
D On acceptance of the Exhibitor’s order the Administrator will deliver an invoice in respect of 50% of the Total Cost. An invoice for 25% will be issued 3 months prior to the event and final balance will be issued for payment no later than 6 weeks prior. If the Exhibitor books the space within 3 months of the event 100% will be payable on booking. Where bookings are received within fewer days of said payment terms & before the Exhibition start date, an invoice will be issued for 100% of the Stand Cost. Payment of all Administrator invoices shall be made by the Exhibitor to the Administrator within 30 days of the invoice date or before the exhibition start date.
E In the event of non-payment of any invoice by the due date, or should the Exhibitor become insolvent or unable to pay its debts (as defined in Section 123 of the Insolvency Act 1986), propose a voluntary arrangement, have a receiver, administrator or manager appointed over the whole or any part of its business or assets; or if any petition shall be presented, order shall be made or resolution passed for its winding up (except for the purposes of a bona fide amalgamation or reconstruction) or dissolution; or if it shall otherwise propose or enter into any composition or arrangement with its creditors or any class of them; if it ceases to carry on business or if it claims the benefit of any statutory moratorium; or if the Exhibitor (being an individual) should die, become bankrupt or suffer any incapacity preventing him from participating effectively in the Exhibition, the full price for the stand booked shall immediately become due and payable.
F If the Exhibitor fails to pay by the due date any amount payable by it under this Agreement, the Administrator shall be entitled to charge the Exhibitor interest on the overdue amount, payable by the Exhibitor immediately on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 8 per cent per annum above the base rate for the time being of Barclays Bank Plc.
G All amounts due by the Exhibitor shall be paid in full without deduction or withholding and the Exhibitor shall not be entitled to assert any credit, set-off, deduction, counterclaim or abatement of any nature whatsoever.
3. ALLOCATION, REDUCTION OR CANCELLATION OF STAND SPACE
A The Exhibitor shall actively participate in the exhibition for the whole of the time when the Premises are open to visitors to the Exhibition.
B Should an Exhibitor withdraw from the Exhibition, cancel a booking, suffer any of the events listed in clause 2(E) above or fail to adhere to the payment terms specified in 2 above, any discount given to that Exhibitor shall be immediately withdrawn and the full costs of any stand or sponsorship will be payable in accordance with clause 3(D) below.
C The Exhibitor shall notify the Administrator in writing of any cancellations of accepted orders or reductions in stand space.
D In the event of cancellation by the Exhibitor, without prejudice to any other rights or remedies the Administrator may have, the below charges shall be paid in full to the Administrator by the Exhibitor.
Up to and including 14 days after the booking confirmation – 50% of Total Cost.
From 14 days after the booking confirmation – 100% of Total Cost.
The parties hereby agree that the above constitutes a genuine and reasonable estimate of the loss which the Administrator would incur on cancellation of the order by the Exhibitor.
E For the avoidance of doubt, should the Exhibitor fail to attend the Exhibition once paid in full it shall be liable for the Total Cost to the Administrator and no refund shall apply. If not already paid the administrator requires payment forthwith for the amounts due under the contract terms
F In the event of a cancellation or failure to attend the exhibition, the Administrator may resell or reallocate any stand space allocated to the Exhibitor and no refund shall apply. If the Total Cost has not already been paid to the Administrator, then the Exhibitor shall pay the Administrator forthwith the full amount of the outstanding Total Cost which is due under the terms of this Agreement
G The Administrator will occupy the Premises as a licensee of the management of the Premises. In turn the Exhibitor will be permitted to occupy the space allotted to it by the Administrator. The Exhibitor will not obtain any right of exclusive possession or occupation or any proprietary interest in the Premises or any part thereof.
H While every effort is made to ensure that plans, specifications and drawings in the Administrator’s catalogues and literature are accurate, the Administrator gives no warranty to this effect and shall have no liability in respect of any inaccuracy in such plans, specifications or drawings. The Administrator reserves the right at any time and from time to time to make such alterations to the ground plan and Exhibition specifications as may in their opinion be necessary in the best interests of the Exhibition and to alter the shape, size or position of space allotted to the Exhibitor.
4. CANCELLATION, POSTPONEMENT OR CHANGE OF VENUE
A The Administrator may at any time, at its sole discretion, cancel, postpone or move the Exhibition to another Premises. The Administrator will notify the Exhibitor as soon as possible if the Exhibition is cancelled, postponed or moved to another venue. Except where such cancellation is due to a Force Majeure Event, if the Exhibition is cancelled, the Administrator will repay to the Exhibitor (without interest) any Stand Cost paid by the Exhibitor to the Administrator and the booking will be cancelled. If the Exhibition is postponed or moved to another venue, this Agreement will remain in force for the new dates and Premises provided that the new dates and/or Premises are in the reasonable opinion of the Administrator appropriate for the Exhibition.
B With the exception of any refund of the Stand Cost in accordance with clause 4(A) above, the Administrator shall have no liability in contract, tort or otherwise to the Exhibitor howsoever arising out of or in respect of any cancellation or postponement of the Exhibition or of it being moved to a new Premises.
5. SPACE NOT OCCUPIED
A Every Exhibitor shall occupy the full stand area booked by it.
B Should an Exhibitor fail to take up the stand or all space allocated to it the Administrator reserves the right to deal with the unoccupied stand or space as it thinks fit.
6. GRANT OF RIGHTS
The Exhibitor grants and the Administrator accepts a worldwide, non-exclusive, perpetual, royalty free, sub-licensable right to use the Exhibitor’s Marks (a) for the promotion of the Exhibition; (b) to promote and exploit the Exhibition in any media whether now known or yet to be invented (including on a website or mobile-device application) including by use on promotional material and merchandising); and (c) for the promotion of any subsequent exhibitions held by the Administrator.
7. PROHIBITION OF TRANSFER
The Exhibitor may not assign, sub-let or grant licences in respect of the whole or any part any of the rights granted to it by the Administrator. No cards, advertisements or printed matter of persons or firms who are not Exhibitors may be exhibited or distributed from any stand. The Exhibitor may distribute cards, advertisements or printed matter in respect of companies or firms which are subsidiaries of the Exhibitor or of the Exhibitor’s ultimate holding company.
A The Administrator reserves the right to prohibit the display or dissemination of any advertisement or publication of any kind in relation to the Exhibition whether or not at the Premises, and the Exhibitor shall forthwith withdraw any such advertisement or application on notification by the Administrator.
B The Exhibitor shall not advertise or distribute its publications and printed matter at the Premises otherwise than from its stand.
C The Exhibitor shall display its name and address at its stand and (if different) its address for service of documents and in relation to its stand shall comply with all legal requirements relating to the publication of its name and ownership at its place of business
A Nothing in this Agreement shall exclude or restrict either party’s liability for (a) fraudulent misrepresentations or (b) death or personal injury resulting from the negligence of that party or its employees, agents or subcontractors while acting in the course of their employment.
B The Exhibitor shall indemnify the Administrator against all liabilities, claims, demands, actions, costs, damages or loss arising out of any breach of this Agreement by the Exhibitor.
C The Exhibitor shall further indemnify and keep indemnified the Administrator from and against all claims, damages, losses, costs (including all reasonable legal costs), expenses, demands or liabilities resulting from any claim by any third party (including, without limitation, any governmental authority), arising out of the manufacture, production, distribution, handling, advertising, consumption or use of, or otherwise relating to the Exhibitor’s products or services. The provisions of this clause shall survive the termination or expiry of this Agreement.
D The Exhibitor shall be responsible for all personal injury or damage to or loss or destruction of property (including but not limited to the Premises) arising in connection with the Exhibitor’s stand and anything permitted, omitted or done thereon or therefrom during the period of the Exhibition or in the construction and dismantling periods provided that this results from the direct or indirect act or omission of the Exhibitor or any employee, agent, sub-contractors or invitee of the Exhibitor or any other person present on the Exhibitor’s stand or by any exhibit, machinery or other article or thing of or in the possession of or use of the Exhibitor or any employee, agent, sub-contractor or invitee of the Exhibitor or any other person present on the Exhibitor’s stand. The Exhibitor shall indemnify the Administrator and its employees, agents, sub-contractors and invitees in respect of all losses (including consequential losses) costs, claims, actions, proceedings, demands and expenses in respect thereof.
E Should the Exhibitor, its employees, agents or sub-contractors fail to remove all their property or otherwise fail to vacate the premises by midnight 00:00hrs on the final day of the Exhibition for any reason whatsoever the Exhibitor shall indemnify the Administrator against all losses (including consequential losses), costs, claims, actions, proceedings, demands and expenses incurred by the Administrator as a result thereof.
F Subject to clause 9(A), the Administrator shall not be liable to the Exhibitor whether in contract, tort (including negligence) or otherwise for indirect or consequential losses; loss of revenue or anticipated revenue; loss of savings or anticipated savings; loss of business opportunity; loss of profits or anticipated profits or loss of wasted expenditure.
G The Administrator and/or its employees, agents or sub-contractors shall not be liable for any loss or destruction of or damage to any property brought to the Premises by the Exhibitor, its employees, agents, sub-contractors or invitees no matter what the cause (including but not limited to negligence by the Administrator or of any employees, agent or sub-contractor of the Administrator).
H The management of the Premises and/or its employees, agents or sub-contractors shall not be liable for any loss or destruction of or damage to any property brought to the Premises by the Exhibitor, its employees, agents, sub-contractors or invitees no matter what the cause (including but not limited by negligence of it or any employees, agents, sub-contractors or invitee of it).
10. EXHIBITOR INSURANCE
The Exhibitor shall make its own arrangements for the following standard cover and limits:
• Exhibition Expenses – Standard Cover £20,000
The full value of lost expenses directly incurred in connection with the Exhibition as a result of Cancellation, Abandonment, Postponement, Curtailment, Failure to Vacate or Non-Arrival of Exhibits arising from any cause beyond the control of the Exhibitor/Organiser.
• Exhibition Liability – Standard Cover £2,000,000
The legal liability of the Exhibitor to pay compensation and claimant’s costs and expenses arising out of bodily injury, disease or illness sustained by any person (other than an employee) or loss or damage to material property.
• Exhibition Property – Standard Cover £20,000
The full value of property whilst at the Premises, during build-up and whilst in direct transit to and from the Premises protected against loss or damage.
A The Exhibitor shall:
• Comply with the reasonable instructions of the Administrator, its employees, agents and sub-contractors and those of the management of the Premises, its employees, agents and sub-contractors whilst on the Premises;
• Comply with all regulations imposed from time to time by the Administrator in relation to the conduct of the Exhibition;
• Keep the gangways and walkways of the Exhibition adjacent to its stand free of all obstructions;
• Not make or permit the making of any representations to the public save within the confines of the Exhibitor’s stand and in particular shall not use or permit the use of any public address system;
• Not stage demonstrations or events which cause or are likely to cause nuisance or obstruction to gangways, adjoining or facing stands. If music is required, full details shall be submitted to the Administrator in writing and the Exhibitor shall be responsible for obtaining necessary permissions; the Exhibitor shall not show films or create excessive noise or use audio visual aids which cause or are likely to cause disturbance to adjacent stands. Exhibitors may be asked to cease such activities in the interest of the overall Exhibition. This may be overcome through the use of a booth rendered soundproof to the satisfaction of the Administrator;
• Not conduct any competition or offer prizes or awards at the Exhibition without the prior permission of the Administrator;
• Permit the Administrator, its employees, agents and sub-contractors to pass over the Exhibitor’s stand for the purpose of gaining access to any part of the Premises;
• And shall procure that all its employees, agents, sub-contractors and/or invitees comply with all regulations imposed by the Administrator and with all fire regulations;
• Do nothing at the Premises which is a breach of any law, regulation or code of practice;
• Not cause or permit any damage to the Premises or the stand and in particular shall attach no nails, screws or similar items thereto;
• Be entitled to dress its stand to its specifications using special lighting and other effects but only insofar as the structure of the stand is not altered and no inconvenience is caused to other Exhibitors and/or visitors (as to which the decision of the Administrator shall be final in cases of dispute). The Exhibitor shall use such contractors (if any) for stand dressing and the provision of services as the Administrator may nominate and the Administrator shall be entitled to refuse access to the Premises to any contractor not nominated by it. All stand dressing is to be subject to the approval of the Administrator and to any regulations which may be imposed by the Administrator from time to time.
• Not overload the Premises’ electrical circuits;
• Ensure that its stand and immediate surrounding area is at all times kept free of litter. Empty cases and packaging belonging to the Exhibitor may not be stored on the Exhibitor’s stands or on the Premises and shall be removed from the Premises by the Exhibitor or disposed of;
• Ensure that at least one person is always in attendance at the Exhibitor’s stand whenever the Exhibition is open to the public; and
• Be responsible for the cost of making good, restoring or renewing any case of serious dilapidation to any part of the Premises for which the Exhibitor, employees, agents or sub-contractors are responsible to such a standard as they were in at the start of the Exhibition (to include, but not limited to: marks caused by paint, bolt, screw or nail holes and any damage to carpet tiles). The Administrator will inspect every site before erection and after dismantling of the stands. In their own interests Exhibitors should satisfy themselves as to the condition of sites both before erection and after clearance.
B The decision of the Administrator as to any matter of conduct referred to above and generally in relation to the Exhibition shall be final and binding upon the Exhibitor, and the Administrator may take whatever steps it deems appropriate to enforce compliance including instant termination of this Agreement.
12. FORCE MAJEURE
Should the Exhibition be cancelled, curtailed or adversely affected by any cause not within the reasonable control of the Administrator including but not limited to war or terrorist activity, fire, riot, accident, breakdown of plant or machinery, flood, storm, pandemic, national emergency, labour dispute, strike, lockout, other industrial dispute, civil disturbance, compliance with any law or governmental order or direction, default of suppliers or sub-contractors, nuclear accident, Act of God, or non-availability of the Premises for any reason (a “Force Majeure Event”), the Administrator shall be under no obligation to refund all or part of the sums paid by the Exhibitor in respect of its participation in the Exhibition and shall be under no liability to the Exhibitor or any other person in respect of any actions, proceedings, claims, demands, losses (including indirect or consequential losses) costs or expenses whatsoever which may be brought against or suffered or incurred by the Exhibitor as the result thereof.
13. CANCELLATION BY ADMINISTRATOR
The Administrator reserves the right to cancel any Exhibitor’s booking and should it do so its sole liability shall be to refund all monies paid by that Exhibitor. In no circumstances shall the Administrator be liable for any loss (including indirect or consequential loss) or damage suffered by an Exhibitor resulting from such cancellation howsoever the same may be caused.
All claims or complaints relating to the administration, organisation and presentation of the event (including the Premises) must be submitted in writing to the Administrator and to be valid must be received within two weeks of the closing date of the Exhibition. No claim or complaint will otherwise be accepted.
15. VISITOR DATA
The exhibition organiser and/or its data scanner/collection partner can only supply as much information as supplied by the visitor on the registration form. We cannot guarantee that visitors will supply full data. The exhibition organiser or its data scanner/collection partner cannot be held responsible for data loss in the unlikely event of hardware failure, corruption or viral infection.
16. DIRECTORY LISTINGS
Exhibitor listings published in any printed show guide distributed prior to or at the show, must reach the organiser before the official copy deadline ahead of printing. The exhibitor listing should include correct information and be below the published character/word count limit. The included information, character/word limits and the official copy deadline is at the discretion of the organiser. The organiser cannot guarantee that any listing received after the copy deadline date or not meeting the official criteria will be published in a printed show guide.
17. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understanding between them whether written or oral, relating to their subject matter.
18. LAW AND JURISDICTION
All contracts between the Administrator and the Exhibitor relating to the Exhibition shall be governed by and construed in accordance with English law and the parties shall submit to the exclusive jurisdiction of the English Courts.
14.1 Nothing contained in this agreement shall be deemed to create any relationship of partnership joint venture or agency between the parties hereto.
14.2 The Sponsor shall not assign sub-licence divest or otherwise seek to delegate any of its rights and obligations hereunder without the Organiser’s prior written consent.
14.3 A waiver by either party of a breach of any term or condition of this agreement in any one instance shall be in writing and shall not be deemed as a continuing waiver or a waiver of any subsequent breach unless so provided for by the written notice.
14.4 Should any term of this agreement be considered void or voidable under any applicable law the said term shall be severed or amended in such manner as to render the remainder of this Agreement valid or enforceable unless the whole commercial object is thereby frustrated.
14.5 This agreement contains the entire agreement of the parties with respect to the subject matter of this agreement and supersedes all prior agreements and arrangements (whether written or oral) in relation to such subject matter between the parties. No amendments shall be made to this agreement unless made in writing and signed by a representative of both parties.
14.6 The construction validity and performance of this agreement shall be governed in all respects by English law and the parties hereby submit to the exclusive jurisdiction of the English