EXHIBITOR AND SPONSORS TERMS AND CONDITIONS SHOPTALK LUXE 2027
1. INTRODUCTIONa. Shoptalk Luxe (the “Event”) is organised and managed by Shoptalk Middle East Exhibitions Organization – L.L.C – S.P.C, registered under the Abu Dhabi Registration Authority with registered number 5686198 whose registered office is at Cloud Suite 106 – UNT8374523,Level 1, Town Square, Yas Mall,Yas Island. Exhibition days for the Event will be 27th and 28th January 2027 only.
b. In consideration of the payment of the Sponsorship Fees, we will provide you with the services (“Services”) as set out in the relevant order form (“Agreement Order”).
c. The Agreement Order, these terms and conditions and any click-through terms we make available to you during a sign-up process for a Service form the agreement between us in relation to the Services (the “Agreement”). d. Defined terms have the meaning given to them in the Agreement Order or elsewhere within these terms and conditions.
2. SPONSOR FEES AND BENEFITS
a. All individuals attending Shoptalk Luxe under a sponsor ticket (“Sponsor Ticket”) must register and be identified as a user of a Sponsor Ticket during the registration process.
b. No individual will be allowed past the Shoptalk Luxe check-in area or gain access to the Event without a Shoptalk Luxe badge in his/her/their name.
c. You are required to plan accordingly in setting up meetings within the Event (including in any exhibit or meeting space specifically reserved for you).
d. Attendee registration for your Sponsor Tickets must be completed no later than 5pm GMT, 21 December 2026. Sponsor Ticket registrations after this date cannot be guaranteed and may be rejected by us in our sole discretion.
e. If, after registering, a registered user of a Sponsor Ticket cannot attend, or otherwise chooses not to attend, you may transfer the registration under the Sponsor Ticket to another individual in your organisation provided that the substituted individual was not previously registered with a paid ticket. For substitutions, please contact us with the new Sponsor's name and contact information no later than 5pm GMT, 22 January 2027.
f. Substitutions will not be granted after the date specified in 2(e) above. You are responsible for ensuring that your Sponsor Tickets are registered and used. In no event will you be entitled to any fees, payments, reimbursements or credits of any kind in the event that any Sponsor Ticket is not registered or not used.
g. Sponsor Tickets are intended only for individuals employed by your organisation at the time of Shoptalk Luxe, including any support personnel such as any booth staff, public relations support staff and executive assistants employed by your organisation. In the event that any support personnel are attending only part of the Event (other than booth setup personnel who are present ONLY to assemble your booth prior to the opening of the exhibit hall and who will not remain on the premises beyond that time) they will require a Sponsor Ticket to attend. The price of the Sponsor Ticket will not be discounted because they are only attending part of the Event.
h. We will provide you with a Sponsor code that may be used to purchase additional tickets for individuals employed by your organisation. These tickets are priced at the prevailing Sponsor Ticket rates as set forth on our website (https://luxe.shoptalk.com/home) (prices may increase incrementally from time to time). These additional tickets can be purchased on our website.
i. Tickets for individuals who are not employed by your organisation must be bought separately (i.e., qualifying retailers/brands and partners). Attendance tickets are available at prices that are different from the prices of your Sponsor Tickets. The rates for attendance tickets are set out on our website and can be bought through our website.
j. Sponsor Tickets include access to all registration materials, and all Shoptalk Luxe sessions and networking events (other than sessions and networking events that are private or specific to certain groups of sponsors).
k. You are responsible for ensuring that those you allocate Sponsor Tickets to comply with these terms and conditions and any rules and regulation notified to you in relation to attendance at the Event. Without prejudice to the generality of the foregoing they shall not: i. transfer or share their Sponsor Ticket; and ii. behave in any manner that is or may be objectionable to other sponsors at the Event.
3. YOUR EXHIBIT AND MEETING SPACE
a. Any space other than exhibit space (“Exhibit Space”) allocated to you is not exclusive in any way. Accordingly, we reserve the right to enter into agreements with other participants to use any area that you are using at your Sponsor Level within our sole discretion, regardless of the competitive or potentially competitive nature of the other sponsors. You acknowledge that your competitors may be operating on the same level as you.
b. You are prohibited from selling any products or other services at the Event where this involves payments being made at the Event. For the avoidance of doubt this does not restrict you from accepting trade orders at the Event.
c. If you have purchased Exhibit Space (as set out in the Agreement Order), the following terms shall apply:
i. Unless otherwise agreed with us you must occupy the Exhibit Space by opening times on the first day of the Event. If you fail to do so for any reason it will be reallocated, but you will still be charged.
ii. If you wish to change the location of the Exhibit Space (or change the type of exhibit space that you want) then you must send us written notice of such wish. There shall be no obligation on us to accept such change but if we do accept the change, we will inform you. You acknowledge that there may be an additional charge attached to the change which you will be required to pay.
iii. You expressly acknowledge and agree that we reserve the right to alter the layout of the Event floor plan or position of any exhibit space at any time during the Term and without liability to you provided that any exhibit space continues to be substantially similar to the Exhibit Space as originally agreed in the Agreement Order.
iv. You agree to adhere to the stand build regulations relating to the Exhibit Space and type you have contracted. You can view the stand build regulations on our website.
v. You shall ensure that the Exhibit Space allocated to you is left in good condition. In the event that we are required to dispose of any items remaining at the Venue you shall be liable for any costs incurred by us in doing so.
vi. You shall ensure that you only use the Exhibit Space to promote your goods and services (the “Exhibits”) and for no other purposes other than those already set out in this Agreement.
vii. We reserve the right to remove any promotional materials being used to promote your Exhibits at any time during the Event (and to recover any costs incurred by us in doing so from you) if such materials: (a) are in our reasonable opinion likely to be infringing the rights of a third party (b) cause you to be otherwise in breach of this Agreement (c) are in our reasonable opinion, otherwise inappropriate for display or distribution.
4. HOSTED RETAILERS AND BRANDS PROGRAMME
a. For the purposes of this clause 4 the following terms shall have the following meanings:
i. “Hosted Retailers & Brands Attendees” means those qualifying individuals from retailers and brands who identify themselves as buyer and influencers to us and who agree to take part in up to eight (8) fifteen (15) minute hosted meetings with participating sponsors as part of the Hosted Retailers and Brands Programme; ii. “Meeting Times” are predetermined time slots which we provide you with for meeting the Hosted Retailers and Brands Attendees; and iii. “Completed Hosted Meetings” means the number of hosted meetings that (a) actually took place, (b) would have taken place but you or representative failed to attend (including late arrivals resulting in meetings less than 12 minutes) (c) would have taken place save that you or your representative failed to properly engage in relation to meetings and Meeting Times with the Sponsor requirements on the Hosted Retailers and Brands Attendee portal.
b. If you are participating in the Hosted Retailers and Brands programme, we will arrange a series of one-to-one fifteen \ (15) minute meetings onsite at the Event (“Hosted Meetings”) with Hosted Retailers and Brands at the Meeting Times.
c. The Agreement Order states the number of meetings that you have agreed to attend. You will be required to pay the number of meetings multiplied by the price per meeting price (the price of each meeting being the “Price Per Meeting”) stated in the Agreement Order (“Meeting Payment Amount”). You acknowledge that if you purchase more meetings or change Meeting Times, we may need to increase the Meeting Payment Amount. Shoptalk Luxe will complete a post event reconciliation to determine the number of “Completed Hosted Meetings” which shall be equal to the number of Hosted Meetings set forth in the Agreement Order (plus any meetings that take place at the Event between your Participating Sponsor Group Meeting Representatives and any Hosted Retailer & Brands Attendee outside of the Hosted Program) minus the total number of (a) Hosted Meetings that would have taken place but for the onsite absence of the corresponding Hosted Retailers & Brands Attendees (including late arrivals resulting in meetings less than 15 minutes in length), and (b) Hosted Meetings that would have taken place but a failure solely on our part to properly schedule such meeting in accordance with our Hosted Program terms and conditions. If the number of Completed Hosted Meetings multiplied by the Price Per Per Meeting (averaged if more than one Price Per Meeting applies and net of any tickets included with your meetings package) is less than the Meetings Payment Amount, Shoptalk Luxe will provide a credit toward a future event owned or operated by us or our affiliates or a refund of the difference within 60 days following the Event (“Refund Payment Date”). For the avoidance of doubt, the Participating Sponsor Group shall be liable for Hosted Meetings that have not taken place due to the action or omission of the Participating Sponsor Group and such Hosted Meetings shall not be refunded.
d. You must provide relevant information as requested within the times specified in our hosted programme guidelines (“the Hosted Programme Guidelines”). Without prejudice to the generality of the foregoing you must provide us with: i. providing the name and contact details for each primary point of contact within your organisation who will be participating in the Hosted Retailers and Brands Programme; ii. categorisation and descriptions for your products within the limitations as set out in the Hosted Programme Guidelines; and iii. providing the names and contact details for those of your representatives who will be attending the meeting including mobile phone numbers which will be used to resolve any issues or a lack of response as well as any onsite communications deemed appropriate by us.
e. You must ensure that your representative complies with the Hosted Programme Guidelines, including but not limited to: i. having a Sponsor Ticket or an attendee ticket complying with clause 2; ii. being available for all Meeting Times; iii. not exceeding the allotted 15 minutes scheduled for the Hosted Meeting; iv. ensuring you and your representatives have all the relevant information for the meeting prior to attendance including who you are meeting, the time, area and the table number for the meeting; v. notifying us immediately if a Hosted Retailers and Brands Attendee does not turn up. You must not contact the Hosted Retailers and Brands Attendee directly; vi. not contacting any Hosted Retailers and / or Brands Attendee prior to the Event and/or prior to your arranged meeting taking place; vii. not bringing anyone other than the specified representatives to the meeting; viii. entering the hosted area outside of the meeting times; ix. not cancelling a Hosted Meeting to which you have agreed to. You may change your proposed representative for the meeting (subject to that representative being registered with a sponsor or attendee ticket); x. approaching other Hosted Retailers and Brands Attendees with whom you do not have an arranged meeting, or with whom do not show up for their Hosted Meeting; and k) changing the scheduled time or location of your meeting.
f. In the event of any breach of the Hosted Programme Guidelines, any of the matters as set out in 4(v) above and / or any other behaviour of you or your representatives which we reasonably believe prevents us from providing the Hosted Retailers and Brands Programme to you or any other sponsor or participant shall result in the termination of your participation in the Hosted Retailers and Brands Programme and you shall still be obliged to pay the Fees and any other sums outstanding as at the date of termination.
5. INTELLECTUAL PROPERTY
a. We grant to you a non-transferable, non-exclusive, royalty free licence to use the Event logos and trademarks (the "Event Marks"), during the term of this Agreement, solely to promote your attendance at the Event. You shall comply with our reasonable instructions in relation to your use of the Event Marks.
b. You acknowledge that all intellectual property and similar and related rights (including, without limitation, trademarks, copyright, design rights, know-how, confidential information and goodwill) in and relating to the Event Marks, the Event and the Services and any materials provided by or produced by us in relation to the Event and the Services shall be owned by us (or the applicable third party licensor).
c. You grant to us a worldwide, non-exclusive, royalty-free, sub-licensable license to use your logos and trademarks, brand names, company names and any other materials (the “Participant Marks”) provided to us:
i. during the term of the Agreement to promote and exploit the Event; and ii. following the Event in any report, publicity marketing materials, apps or websites produced about the Event, in any promotional materials for events or meetings products that are the same or have substantially the same exhibitors or attendees as the Event, or for archival purposes.
d. We acknowledge that all intellectual property rights in the Participant Marks shall be solely and exclusively owned by you, together with any goodwill therein, and we shall not acquire any rights in the Participant Marks, including any developments or variations.
e. Other than in accordance with the rights and uses set out in this Agreement, neither party shall use the other party’s intellectual property without written consent.
f. In the event that you change the Participant Marks at any time during the Term, you agree that we shall not be obliged to make any consequential changes to materials that include the Participant Marks produced by us or on our behalf for or in connection with the Event (including, but not limited to, reprinting promotional literature or publicity materials) unless you agree in writing in advance to meet the costs and expenses incurred by us arising from such change.
g. Each party shall indemnify and keep the other party indemnified from and against all claims, damages, losses, costs (including all reasonable legal costs), expenses, demands or liabilities arising out of any claim that the other party’s use of the indemnifying party’s intellectual property rights in accordance with the Agreement infringes any intellectual property rights of any third party.
h. Neither party shall knowingly do, or cause, or permit anything to be done, which may prejudice or harm or has the potential to prejudice or harm the distinctiveness or reputation of the other party’s marks, or do anything which will or may affect any registration of the other party's marks.
i. If, during the term of the Agreement, either party becomes aware of any threatened or actual unauthorised use or any misuse of the other’s intellectual property rights, then it shall promptly notify the same to the other in writing. The non-owner of the intellectual property rights will, at the owning party’s reasonable request and cost, provide all reasonable co-operation (including, without limitation, the provision or completion of any documentation) in any action, claim or proceedings brought or threatened in respect of such intellectual property rights, but shall not be obliged to take any further action.
j. You agree that you shall not use the Event Marks in any way that, in our reasonable opinion, connotes that we are forming a partnership or any trading arrangement (other than your participation in the Event), or that we endorse any part of your business, trading name or style.
k. You warrant to us that the Exhibits (as defined in Clause 3(c)(vi)), the promotional material that you use at the Event and any other materials or information provided by you: (i) must comply with all applicable laws and regulations (including the relevant advertising standards for the country in which the Event is held); (ii) shall not be inaccurate, obscene, defamatory or disreputable; (iii) shall not, when used for the purposes of the Event or otherwise in accordance with the terms of this Agreement, infringe the rights of any third party; and (iv) shall not be detrimental to us, the Event, to other exhibitors, sponsors or to our general commercial interests. You will indemnify us against all claims, damages, losses, costs, expenses, demands or liabilities arising out of your breach of this clause 5(k).
l. Your employees may provide their images, headshots or likenesses and we may record, film, photograph, or capture their likeness in connection with the Services provided under this Agreement. You shall inform them that, by using our services and /or attending the Event, they grant us the right to use and edit such materials without any further approval from or any payment to you or them.
m. You can request that we delete any of the materials referred to in clause 5(l) at any time. Upon receipt of such request, we will remove such materials, except to the extent we cannot identify any specific material to delete, the information has been created by our automatic back-up systems or has been shared, accessed and/or downloaded by others.
n. You may take photographs at the Event for purposes of company media pieces, social media and other marketing materials. You may record audio or video at the Event for purposes of company media pieces, social media and other marketing materials only with our written consent, such consent will not be unreasonably withheld. You may not record audio or video of hosted meetings at the Event.
6. NOT INCLUDED
a. The Fees that you have paid do not include materials, production or labour for branding initiatives, design, signage, booths, or any other purpose unless specifically stated in this Agreement.
b. We are not responsible for assisting you or any of your employees or guests with obtaining visas for entrance into the country where the Event is being held. Upon full payment of the Fees and where requested we will provide a letter confirming your attendance at the Event.
7. ALTERATION OR CANCELLATION
a. It may be desirable or necessary for us to alter the Event, for example, the advertised content, timing, floor plan, date and/or location of the Event, with consequential impacts on the Services. We reserve the right to do this at any time prior to the Event. In the event of such alterations, we shall have no liability to you provided the Event and thereby the Services, as altered, are substantially similar to those as originally sold. We will provide you with notice of any alterations as soon as is reasonably practicable.
b. We reserve the right to cancel the Event and related Services at any time and will provide you with notice of the same as soon as is reasonably practicable. Cancellation of one Event and related Services under this clause shall not affect any other Event.
c. Where: (i) the alterations being made are such that the Event and thereby the Services, as altered, are not substantially similar to those as originally sold; or (ii) the Event and related Services are cancelled (other than for reasons of force majeure as provided under clause 8) you shall be entitled to a credit (for the value of any fees already paid under this Agreement) to be used for the Event and related Services as altered or any future Shoptalk event held by us of your choice within the next 12 months. Alternatively, if the Event and related Services are cancelled and we do not plan to hold the same or substantially similar event in the future, you may request a refund (calculated by us in good faith) of an amount that reflects the total sums paid by you at the date of cancellation minus the value of any rights, goods and/or services provided by us to you prior to the date of cancellation. Any such refund shall be paid by us as soon as reasonably practicable following receipt of your request.
8. FORCE MAJEURE
a. We shall not be deemed to be in breach of this Agreement or otherwise liable to you for any failure or delay in performing our obligations under this Agreement as a result of an event or series of connected events outside of our reasonable control and/or the reasonable control of our sub-contractors and/or suppliers as applicable (including, without limitation, strikes or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, terrorism, explosion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, earthquake, epidemic, pandemic, Royal demise, Royal succession or national mourning) (a “Force Majeure Event”).
b. We will use reasonable commercial endeavours to minimise the effect of any Force Majeure Event on the performance of our obligations under this Agreement and to explore alternative methods (which may include, for example, a change of date or substitution of alternative benefits) to meet our obligations under this Agreement despite the Force Majeure Event.
c. Should it not be possible or advisable, despite our endeavours under clause 8(b), for us to fulfil our obligations under this Agreement as a result of a Force Majeure Event, we shall have the right to cancel all or a portion of the Event and / or Services and this Agreement shall terminate with immediate effect on written notification thereof by us. Following any such termination: (i) you shall and do hereby waive any claim for property or other damage or compensation; and (ii) there shall be no further liability on the part of either party to the other (except for rights which have accrued up to the date of the Force Majeure Event).
9. TERMINATION AND LIABILITY
a. This Agreement shall remain in force from the date both parties execute the Agreement until six weeks following the close of the Event (the “Term”) unless terminated earlier in accordance with the provisions of this Agreement or where the provision of this Agreement by its nature continues after such period.
b. Either party may terminate this Agreement immediately upon giving written notice to the other in the event of the other:
i. has a committed a material breach of this Agreement (which shall include a failure to pay the amounts due under this Agreement) and where such breach has not been remedied within fourteen (14) days of being required to do so by written notice; or ii. ceases or threatens to cease to carry on business, is unable to meets its debts as they fall due, has an order made or a resolution passed for its winding-up, has an administrator, receiver or manager appointed, makes any arrangement or composition with its creditors, or make an application for the protection of its creditors in any way.
c. We shall be entitled to terminate the Agreement if: (i) you conduct yourself in such a way as to bring yourself, the Event, any of the other exhibitors, sponsors or us into disrepute; or (ii) you breach the warranties given in clause 5(k) and/ or clause 13(d).
d. Termination of this Agreement by either party for any reason shall be without prejudice to any rights or obligations that may have accrued as at the date of such termination. Upon expiry or termination of this Agreement, the parties agree that the provisions of clause 5(c) continue to survive in accordance with its terms.
e. If this Agreement is terminated by us in accordance with this clause 9:
i. where such termination occurs prior to commencement of the Event, you shall be obliged to pay the total fee (as set out on the Agreement Order) and any other outstanding sums as at the date of termination within 14 days of the date of our notice of termination;
ii. there shall be no obligation on us to refund any sums already paid by you pursuant to this Agreement;
iii. we shall be entitled to re-sell the Services allocated to you to a third party; iv. you shall no longer be entitled to use the Event Marks and any property at the Event will be removed immediately, failing which the property shall be removed by us at your expense; and v. unless otherwise agreed by us in writing, you shall not be permitted entry to the Event.
f. Unless otherwise agreed by us in writing, you shall not be permitted entry to an Event if any sums are owed by you (or any of your group companies) to us (or any of our group companies), at the date on which the Event commences, in respect of any services that we (or one of our group companies) have contracted to provide (including, but not limited to, stand space at a previous event).
g. Subject to clause 9(i), our total liability to you, whether in contract, tort (including negligence) or otherwise, arising out of or in connection with this Agreement, the Event and the Services, shall be limited to the total fee (as set out on the Agreement Order) in respect of the Event(s) and / or Service(s) that are the subject of the claim.
h. Subject to clause 9(i), we shall not be liable to you for: i. any loss of business, contract, revenue, profit, anticipated savings, or interest or any loss of or damage to data, reputation or goodwill; or ii. any indirect, special, exemplary or consequential damages, losses, costs, claims or expenses of any kind, even if we have been advised of the possibility of such damages or losses arising.
i. Nothing in this Agreement shall limit or exclude a party’s liability for: i. death or personal injury caused by its negligence, or the negligence of its employees, agents or sub- contractors; ii. fraud or fraudulent misrepresentation; or iii. any other liability which cannot be limited or excluded by applicable law.
10. INSURANCE AND INDEMNITY
a. It is a condition of this contract Exhibitors arrange adequate insurance to protect themselves and others attending the show. The minimum limit of Public Liability expected is £2 million each occurrence. To provide you with this level of minimum cover and further additional covers for your benefit, Shoptalk Middle East Exhibitions Organization – L.L.C – S.P.C has arranged for Exhibitors to be protected under their insurance policy for an Insurance Participation Fee charged with your stand/space rental. An “Evidence of Insurance as an Exhibitor” document, summarising the cover provided, will be issued by email when payment of the Insurance Participation Fee is made with your invoice. Please note the Insurance Participation Fee must be paid to initiate your insurance protection and payment must be made no later than the start of the buildup period of the event.
b. The Standard Limits and Cover provided to our participating Exhibitors are:
| Cover Headings | Standard Limits | Brief Summary of the Cover | |
| Exhibitor Expenses | GBP | 20,000 | Loss of irrecoverable expenses sustained as a result of cancellation, abandonment, curtailment, postponement or removal to alternative premises; inability to open or keep open your stand/space due to damage to Exhibitor Property at the Venue, in transit to the Venue or damage to the Venue itself; late or non-arrival of Exhibits or of your staff/representatives; failure to vacate the Venue within the contracted time; reasonable additional costs and expenses incurred in avoiding or diminishing a loss; for reasons beyond yours and the Organisers control. |
| Exhibitor Property | GBP | 20,000 | Physical loss of or damage to property for which you are responsible, including exhibits, stands, displays, equipment, furnishings, stationery, promotional literature, being brought to the venue for the purposes of the Exhibition. You are responsible for the first £50 of any claim. |
| Exhibitor Liability | GBP | 2,000,000 any one occurrence | Legal liability to pay compensation, legal costs and expenses as a result of accidental death or injury to a third party and/or damage to their property at the Venue. You are responsible for the first £250 of any claim for third party property damage. |
c. The Standard Limits and Cover provided to our participating Exhibitors are: If you believe you already have adequate Public Liability cover in place you will receive email instructions of how this can be uploaded onto InEvexco Ltd’s online portal. This will then be reviewed by InEvexco Ltd, who are a specialist insurance broker who administer the Shoptalk Middle East Exhibitions Organization – L.L.C – S.P.C Exhibitor Insurance. This should be uploaded at least 30 days prior to the exhibition opening. If for any reason your Evidence of Alternative Insurance is deemed inadequate by InEvexco then they will inform you why this is the case and what you need to do to satisfy Shoptalk Middle East Exhibitions Organization – L.L.C – S.P.C contract conditions regarding insurance. If you disagree with InEvexco’s decision you may make use of InEvexco’s appeals procedure.
d. Please do not send any insurance documentation to Shoptalk Middle East Exhibitions Organization – L.L.C – S.P.C. A full specimen policy wording, showing the terms, conditions and exceptions of the cover and the Exhibitors Insurance Product Information Document is available from InEvexco via their website https://www.inevexco.co.uk/our-services/event-and-exhibition-exhibitors-insurance. We strongly recommend you read the Inevexco policy wording as some exclusions apply. This service is provided on a non-advised basis and you should make sure the limits offered are sufficient for your needs.
e. The Organiser accepts no liability in contract, tort, negligence, statutory duty or otherwise (to the maximum extent permitted by applicable law) arising out of the use of, quality, fitness for purpose or access to or provision of the insurance policy by InEvexco Ltd. The Organiser has no responsibility to you for, and hereby disclaims all liability arising from, the acts or omissions of InEvexco Limited or any third parties required to provide the insurance policy and related services hereunder.
f. The Organiser requires Exhibitors to have adequate Public Liability insurance cover when they exhibit at its events. This is incidental to the services the Organiser provides as the event organiser. InEvexco Ltd are authorised and regulated by the Financial Conduct Authority (FCA) to provide relevant insurance mediation services, under number 579079. The FCA’s register can be accessed through www.fca.org.uk.
g. You shall indemnify us and shall keep us indemnified against all costs, expenses, damages, claims, losses and liabilities made against us or incurred by us (or any of our group companies) as a result of your participation in the Event or otherwise due to your non-performance under or breach of this Agreement.
11. CONFIDENTIAL INFORMATION
a. You agree that unless otherwise set out in this Agreement or agreed in writing between us, both during the term of the Agreement and for a period of five (5) years after the termination of this Agreement: (a) the terms of this Agreement (including the Agreement Order); and (b) all technical, financial and other information or data provided to you in relation to us and our group or the Event in connection with this Agreement (together the “Confidential Information” shall be treated in the strictest confidence by you. Unless otherwise approved in writing by us, you shall not share the Confidential Information with any other party save (i) to your employees, officers, representatives or advisors who need to know the Confidential Information for the purposes of complying with this Agreement; or (ii) as may be required by law, a court of competent jurisdiction of any governmental or regulatory authority. The restrictions set out in this clause 11 (i) shall not apply to any Confidential Information that (i) is or subsequently becomes available to the general public, other than through a breach of this Agreement by you; or (ii) is developed through your independent efforts without reference to the Confidential Information; or (iii) that you rightfully receive from a third party without restrictions as to its use.
12. DATA PROTECTION
a. We may process personal data of your representatives such as their contact information (for example, name, business telephone number, job title and business email address) for the purpose of meeting our obligations under this Agreement and for managing our general relationship. In doing so we shall comply with applicable data protection laws. Please see further information in our privacy notice accessible here: https://hyve.group/Privacy-notice. Your representatives’ names and business information may also be shared with other Event attendees.
b. Where you receive any personal data in connection at the Event through electronic scanning of participant badges or otherwise, you will process such data: (i) as a separate and independent controller; and (ii) in compliance with the requirements of applicable data protection laws in relation to your collection and subsequent processing of such personal data.
13. COMPLIANCE
a. We expect our Customers to uphold the highest ethical and compliance standards within their organisations. Both Parties must comply with all applicable laws, statutes and regulations, including, but not limited to, those relating to financial sanctions, anti-bribery, anti-corruption, anti-tax evasion and modern slavery (“Relevant Requirements”). You confirm you are knowledgeable about these Relevant Requirements and you must comply with these Relevant Requirements, together with any other policies which we may make available to you from time to time and any policies and procedures you implement to the extent required by such Relevant Requirements.
b. We each confirm that we have not made, offered, authorised or accepted and will not make offer authorise or accept any payment, gift, promise or other advantage, whether directly or through any other person, to or for the use or benefit of any government official or any other person where that payment, gift, promise, or other advantage would comprise a facilitation payment or otherwise violate any Relevant Requirements.
c. You confirm that no person in your group is a government official or other person who could assert illegal influence on behalf of your company or any affiliate.
d. You warrant that neither you, nor any of your shareholders, nor directors are specifically targeted by financial sanctions by virtue of being listed on a sanctions list maintained by the United Kingdom, the European Union or the United States of America.
e. You will notify us immediately if you become aware of any matter that is prohibited by this clause.
f. Any breach by you of this clause shall entitle us to terminate this Agreement immediately.
14. GENERAL
a. The Agreement Order and these terms and conditions contain the entire agreement between the parties and supersede all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement.
b. You acknowledge that you have not relied on and shall have no remedy in respect of any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person other than as expressly set out in this Agreement (save that this shall not limit or exclude any liability for fraud). Except for the representations and warranties stated in these terms and conditions, we disclaim all representations and warranties of any kind, express or implied (and whether by statute, law or a course of dealings) to the maximum extent allowed by law.
c. No variation of this Agreement shall be effective unless it is in writing, specifically references this Agreement and signed by each of us.
d. No failure or delay by either party to exercise any rights under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.
e. Nobody else has any rights under this Agreement. No other person has any rights to enforce any of its terms and the parties don’t require the agreement of any other person to change the contract.
f. This Agreement shall not create, nor shall it be construed as creating, any partnership or agency relationship between the parties.
g. We may transfer this Agreement to someone else. You are not permitted to assign or transfer any of your rights or obligations arising under this Agreement.
h. If a court finds part of this Agreement illegal, the rest will continue in force. Each of the paragraphs of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
i. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provide to us when signing up for the Services. The words 'writing' or 'written' in these terms include, where relevant, emails and electronic messages on platforms used to deliver the Services.
j. If you have any questions or complaints about the Services, you should in the first instance contact us and provide us with as full a description of the issue. We will endeavour to respond to your complaint as soon as possible and within 30 working days.
k. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim in respect thereof.
