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Terms and conditions
SMMT Overseas Exhibitions and Events
General Terms & Conditions for Exhibitors and Delegates
Note: Please read these Terms and Conditions carefully. Your attention is particularly drawn to the Payment and Cancellation terms in clauses 4 and 6 and the Closure and Withdrawal provisions in clause 15.
1. Definitions
In this Agreement:
‘Applicant’ means a firm, company or individual which is a manufacturer, sole distributor, sole concessionaire, or wholesaler for the products displayed, a motor factor or a service provider in the automotive industry.
‘Cancellation Charge’ means the charge under clause 6.2 and set out on the Space Application Form payable by the Exhibitor in respect of (a) Space cancelled, (b) reduction in Space (i.e. cancellation of part of Space) or (c) annulment in the circumstances set out in clause 6.1. 'Data Protection Laws’ means any applicable legislation concerning the protection of personal data including the Data Protection Act 2018 and the General Data Protection Regulation 2016/679 (‘GDPR’), Privacy and Electronic Communications Regulations 2003, and all associated regulations and statutory instruments, all as amended from time to time or as replaced in their entirety by any legislation which replaces any of them.
‘Delegate’ means an Applicant who is confirmed as a participant in, (a) a SMMT UK Trade Delegation, or (b) a Supporting Partner Delegation.
‘Delegate Application Form’ means the application form to participate in a SMMT UK Trade Delegation or Supporting Partner Delegation to which these Terms and Conditions are attached, to be completed, signed, and returned to SMMT in order to participate as a Delegate.
‘Delegate Charge’ means the total charge for participating in the SMMT UK Trade Delegation or Supporting Partner Delegation.
‘Delegate Invoice’ means the invoice issued by SMMT to the Delegate
‘Event’ means (a) the event named on the Space Application Form at which Exhibitors in the SMMT UK Pavilion Group will exhibit; or (b) the event named on the Delegate Application Form in which Delegates in the SMMT UK Trade Delegation or Supporting Partner Delegation will participate. ‘Event Period’ means the period of the Event for which the Applicant applies for (a) Space as set out on the Space Application Form (b) participation as a Delegate as set out on the or Delegation Application Form. ‘Exhibitor’ means an Applicant to whom a Space Allocation has been confirmed. ‘Event Brochure’ means the brochure issued by SMMT detailing the specification of the Event.
‘Group Company’ means a company, any other company which is its holding company or subsidiary and any other company which is a subsidiary of that holding company. ‘Health Emergency’ includes, without limitation, the declaration and/or continuation of a pandemic, epidemic, public health emergency or other equivalent declaration whether made by the World Health Organisation, UK Government, government of the country where the Event takes place, (“Host Country”), local/regional governmental bodies or other public health authority and whether applying to the Host Country as a whole or in part to specific localities.
‘Insolvency Event’ has the meaning given in Annex 1 to these Terms & Conditions.
‘Management Fee’ means the management fee payable by the Exhibitor to SMMT as set out on the Space Application Form. ‘Organiser’ means the official organiser of the Event as named on the Space Application Form. ‘Organiser Rules and Regulations’ means all the terms and conditions, and all technical and other rules and regulations of the Organiser which are either attached to these Terms and Conditions or available on the Organiser’s Website as the case may be. ‘Organiser’s Website’ means the official website of the Organiser.
‘Premises’ means the exhibition halls and venue stated on the Space Application Form or Delegation Application Form.
‘SMMT’ means The Society of Motor Manufacturers and Traders, 71 Great Peter Street, London, SW1P 2BN. Registered No. 74359 ‘SMMT Member’ means a fully paid up member of SMMT from the earliest of the date of submission of any non-binding expression of interest for Space (where relevant) or the date of application for Space through to the last day of the Event Period.
‘SMMT UK Pavilion Group’ means a group of Exhibitors exhibiting at the Event under the SMMT banner and in accordance with these Terms and Conditions.
‘SMMT UK Trade Delegation’ means a group of Delegates led by SMMT forming an SMMT trade mission to attend a specific international trade exhibition or other similar event(s).
‘Space’ means exhibition floor space only or exhibition shell scheme and related floor space at the Premises allocated to Exhibitors as requested on their Space Application Form for the purpose of exhibiting their products at the Event. ‘Space Application Form’ means the SMMT UK Pavilion Group space application form to which these Terms and Conditions are attached, to be completed, signed and returned to SMMT in order to book Space. ‘Space Allocation’ means Space allocated to the Exhibitor as confirmed in the Space Allocation Pack. ‘Space Allocation Pack’ consists of a letter of acceptance, by email or other durable form, regarding the Space requested by the Applicant, together with a floor plan setting out the precise location of the Space. ‘Space Charge’ means the total charge for Space payable by the Exhibitor. ‘Space Invoice’ means the invoice issued for the Space by SMMT to the Exhibitor.
‘Supporting Partner Delegation’ means a group of Delegates arranged by SMMT as a supporting partner to a non-SMMT trade mission or delegation to attend a specific international trade exhibition or other similar event(s). ‘Terms and Conditions’ means these General Terms and Conditions, the Space Application Form or Delegate Application Form, the Event Brochure, Organiser Rules and Regulations and regulations issued by SMMT or by the Organiser from time to time.
2 Application for Space or participation in SMMT UK Trade Delegation or Supporting Partner Delegation
2.1 Application must be made upon the Space Application Form or Delegation Application Form returned to SMMT with the appropriate signature, accompanied, where relevant, by the non-refundable deposit as set out in Clause 4.3. All applications are governed by the Terms and Conditions.
2.2 A binding Contract for Space or Contract for participation in an SMMT UK Delegation or Supporting Partner Delegation are governed by the Terms and Conditions, between SMMT and the Applicant, shall be formed when the non-refundable deposit (or in the case of a Delegate, the full fee for participation) has been received or invoiced by SMMT and SMMT has sent the Applicant a written acceptance, by email or other durable form, of the Applicant’s completed Space Application Form or Delegate Application Form.
2.3 SMMT reserves the right to accept or reject any application or proposed exhibit without providing any reason.
2.4 SMMT reserves the right to further accept or reject any application where the Applicant is:
(a) a company with outstanding debts owed to SMMT in respect of any previous Event(s) save where all outstanding debts and the non-refundable deposit for the current Event are rendered at the time of application; or
(b) a Group Company of a company with outstanding debts owed to SMMT in respect of any previous Event, unless all outstanding debts of any Group Company and the non-refundable deposit for the current Event are submitted at the time of application.
3 Space Allocation
3.1 Subject to both the receipt of a completed Space Application Form within the deadline specified on the Space Application Form, and to the acceptance of such by SMMT, a Space Allocation will be made and the Applicant will be sent a Space Allocation Pack.
3.2 Applicants for 18 square metres or less of Space may be allocated a shell scheme stand.
3.3 All stands over 18 square metres, including stands on the perimeter of the halls, must at the Exhibitor’s expense, have a minimum standfitting requirement of floor covering to occupy the whole of the stand area and suitable dividing walls between stands, including back walls, both to be a minimum of 2.5m high.
3.4 If the amount of Space applied for exceeds the amount available for allocation, SMMT will make any restrictions necessary, and the Exhibitor agrees that SMMT’s decision is final.
3.5 Any Space becoming vacant for any reason, will be offered to the Applicant with the highest priority requirements in accordance with the objective criteria laid down from time to time by SMMT.
3.6 A Space Allocation to an Applicant:
(a) shall not be deemed to confer on such Applicant any further or greater interest in such space than that of a sub-licensee; and
(b) shall not give the Applicant the right to display on or in association with such allocation any other names or devices other than those permitted.
3.7 An Exhibitor may not licence, assign or transfer or in any other manner make over to any other Exhibitor or third party the whole or any part of the Space Allocation.
3.8 SMMT reserves the right to alter the position of stands at any time if (a) it considers it in the best interests of the Event to do so or (b) it is required to do so by the Organiser and such positioning/re-positioning of the Exhibitor’s Space shall be at the discretion of the SMMT or the Organiser as the case may be. The Exhibitor acknowledges that, in accordance with the Organiser’s Rules and Regulations, the Organiser may exercise its discretion to move the location of Space, regardless of any positioning request by the Exhibitor.
4 Charges and Payment
4.1 Subject to any qualifications required of an Applicant in any respective categories, the Space Charge or Delegate Charge, (excluding VAT) for SMMT Members and for non-members and any Management Fee are set out on the Space Application Form/Delegate Application Form.
4.2 Unless SMMT is satisfied that an Applicant has paid all outstanding subscriptions in respect of membership of SMMT, an Applicant shall not be entitled to benefit from the Member Rate and will be charged at the rate for non-members as set out at out on the Space Application Form or Delegate Application Form.
4.3 Where indicated on the Space Application Form or Delegate Application Form, Applicants shall, at the same time as submitting the Space Application Form/Delegate Application Form, pay either (a) the non-refundable deposit plus current VAT rate as security for payment of the Space Charge or (b) the full Delegate Charge, whichever is relevant.
4.4 SMMT will issue an invoice for the balance of the Space Charge and any Management Fee on the date(s) specified on the Space Application Form.
4.5 SMMT reserves the right to deny access to the Event to any Applicant or Applicant’s Contractor(s) or to remove Exhibits from the Event where any invoices payable including without limitation the Space Invoice or Delegate Invoice are outstanding and further in the event that SMMT exercises discretion in permitting access to any such Exhibitor/ Delegate in these circumstances, the Exhibitor/ Delegate agrees that Clause 9 shall apply.
4.6 All charges payable and due to SMMT for anything other than Space or Delegate Charge must be settled by the end of the Event Period.
4.8 SMMT may, without prejudice to its other rights under the Terms and Conditions, charge interest at an annual rate of 4% above the base rate from time to time of Barclays Bank plc, to be calculated on a day to day basis on all unpaid amounts due under the Terms and Conditions which are outstanding for more than 30 days from the due date for payment until payment is received in full by SMMT.
5 How to Pay
Payments can be made either by BACS or debit/credit card as follows:-
(a) BACS transfer (with a remittance advice sent to the above address) can be made as follows:-
Account Name: SMMT Limited
Account No: 40446653
Sort Code: 20 07 71
Bank: Barclays Bank plc, 15 Colmore Row, Birmingham B3 2WN
Swift Code: BARC GB 22
IBAN No: IBAN GB60 BARC 2007 7140 4466 53 (Sterling Account)
VAT No: GB 238 8938 08
(b) Debit/Credit card payments can be made by telephone using Visa or Master card (not AMEX) to: SMMT Accounts Tel No: +44 (0)20 7344 1642
(c) Overseas Exhibitors/Delegates are required to pay UK VAT on any of the costs relevant to their Space and in accordance with current UK VAT legislation.
6 Annulment, Cancellation or Reduction of Allocation
6.1 A contract for Space/participation as a Delegate shall be annulled and the Cancellation Charge as set out in the Space Application Form/Delegate Application Form will apply:-
(a) in the event of failure by an Exhibitor/Delegate to pay punctually the Space Charge/Delegate Charge upon the due date; or
(b) at the election of the SMMT, in the event of the Exhibitor/Delegate suffering an Insolvency Event after the date of application; or
(c) in the event of an Exhibitor/Delegate ceasing to hold the qualifications upon the basis of which the application was accepted; or
(d) if the Exhibitor does not furnish all reasonable proof, when required, and not less than 28 days before the opening, that it will be able to exhibit goods approved by SMMT.
6.2 An Exhibitor/Delegate who wishes to cancel Space/participation as a Delegate or reduce Space (i.e. reducing Space which was originally allocated as per the Space Allocation), must do so in writing and the Exhibitor/Delegate will be subject to a Cancellation Charge for the cancellation or reduction as set out on the Space Application Form/Delegate Application Form
6.3 An Exhibitor is liable to the Cancellation Charge calculated on the full amount of Space as allocated as per the Space Allocation in the event that the Exhibitor cancels Space which has already been reduced.
6.4 An Exhibitor/Delegate may be liable for the Cancellation Charge irrespective of whether the Space/Delegate participation for which the Cancellation Charge is payable has been resold or applied to another Applicant.
7. Standfitting Regulations, Exhibits and Advertising for Exhibitors
7.1 The Exhibitor must complete any necessary standfitting and technical works in accordance with the Organiser’s Rules and Regulations.
7.2 The Exhibitor shall be liable to SMMT for all costs, charges and expenses incurred relating to the removal of exhibits and/or standfittings where an Exhibitor has failed to remove all such items at the end of the Event Period.
7.3 All exhibits shall comply with the Organiser’s Rules and Regulations relating to advertising and marketing and must not undermine nor denigrate any other Exhibitor or Delegate nor any other Exhibits in the SMMT UK Pavilion Group nor SMMT itself.
7.4 SMMT reserves the right, in its absolute discretion, to refuse the display of any exhibit, at any time, without any reason.
7.5 SMMT reserves the right of access to any part of an Exhibitor’s stand during the Event Period.
7.6 SMMT reserves the right to remove from the Event the goods of an Exhibitor who may contravene the Terms and Conditions without refunding any sum paid for Space. No claim shall be made against SMMT or its representatives for damages in respect of any refusal or removal under the provisions of the foregoing.
7.7 In the event of an Exhibitor or Delegate breaching any of the Terms and Conditions, SMMT reserves the right to (a) prohibit the continued participation in a SMMT UK Delegation or Supporting Partner Delegation or to (b) close the Exhibitor’s stand and/or seize the Exhibitor’ s goods either until the breach, if capable of remedy , is remedied to the satisfaction of SMMT or indefinitely, at the complete discretion of SMMT at the Exhibitor’s or Delegate’s own expense, without prejudice to any other statutory rights.
7.8 Exhibitors may only exhibit those products carrying their own proprietary brand mark, or other usual means of identification.
7.9 The use of testing appliances will only be permitted if they demonstrate the performance solely of an Exhibitor’s own products. Comparative tests of products, other than the Exhibitor’s own products may not be undertaken, and no exhibits, literature, or notices purporting to represent the results of such comparative tests may be displayed or distributed.
8 Disputes
8.1 If a dispute arises in connection with the Contract for Space or the Contract for participation in a SMMT UK Trade Delegation, then the parties will use their best endeavours to resolve the dispute between themselves.
8.2 Subject to clause 8.1, where any dispute or difference arises between SMMT and an Exhibitor or Delegate relating to rights, duties, or obligation of either party (other than in relation to payment of any fees including Delegate Charges or Space Charges), the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR Solve. To initiate mediation, a party must serve notice in writing (ADR notice to the other party to the dispute), requesting mediation. A copy of the ADR notice should be sent to CEDR Solve. The mediation will start not later than 14 days after the date of the ADR notice.
8.3 The commencement of mediation will prevent the parties from commencing or continuing proceedings.
9 Exhibits Subject to Lien
Where SMMT has an outstanding account or pending claim against an Exhibitor or Delegate, SMMT shall have the right of lien over the property of that company, firm or individual until such account or claim is satisfied.
10 Failure of Services - Exhibitor
10.1 SMMT will use its reasonable endeavours to ensure the supply of the services of the Organiser as set out in the Organiser Rules and Regulations. As the supplies of each of the services are not within the control of SMMT, SMMT shall not incur any liability to an Exhibitor for any loss or damage if any such services shall wholly or partially fail to cease to be available nor shall the Exhibitor be entitled to any allowances in respect of the Space Charge due or paid.
11 Health and Safety re Exhibitors
11.1 Exhibitors undertake to safeguard insofar as is reasonably practicable the health, safety and welfare of all their employees, agents, contractors, sub-contractors and representatives and shall comply with their responsibilities under the Health & Safety at Work Act 1974 and any amendments thereto and the Organiser’s Rules and Regulations whilst on the Premises.
11.2 The Exhibitor shall comply with all rules, regulations, codes of practice or guidance issued from time to time by the UK Government, by SMMT and/or by the relevant official authority in the country where the Event takes place in response to any Health Emergency including, but not limited to, the operation of the Event, social distancing and the use of personal protective equipment.
11.3 Without prejudice to SMMT’s other rights and remedies under these Terms and Conditions, SMMT may terminate this Contract with immediate effect and without liability on giving notice to the Exhibitor/Delegate in the event that, in the reasonable opinion of SMMT, the Exhibitor/Delegate has failed to comply with the provisions of this clause 11.
12 Insurance
12.1 The Exhibitor/Delegate shall effect and maintain (at its own cost) the following insurances with an insurance company or underwriter of repute:
(a) employers’ liability insurance of not less than £5,000,000 (five million pounds);
(b) public liability insurance of not less than £10,000,000 (ten million pounds);
12.2 SMMT shall not be liable for any loss of, or damage to, Exhibitors’/Delegates’ or contractors’ property at the Premises. Exhibitors are required to obtain comprehensive insurance cover for their own and all hired property including the stand and private property and all possible claims by third parties. The period of the policy should cover all of the time that any of the property is on the Premises.
12.3 The Exhibitor shall complete the relevant sections of the Organiser’s Rules and Regulations and provide all necessary information requested by SMMT and by the Organiser prior to the Event.
12.4. The Exhibitor shall, at the request of SMMT produce before the Event a certificate of insurance for inspection by SMMT in respect of all insurances required by these Terms and Conditions.
13 Local Laws and Bye-Laws
The Exhibitor is generally further subject to all local laws, bye-laws and Rules and Regulations for the time being applying to the Premises.
14 Liability for Loss or Damage and Indemnity
14.1 SMMT shall not be responsible for death or personal injury to the Exhibitor/Delegate or any of its agents, contractors, sub-contractors, representatives or employees save in the case of SMMT‘s negligence.
14.2 All exhibits, fittings and all other items brought into the Premises by the Exhibitor or by its agents, contractors, sub-contractors, representatives or employees shall be at the sole risk of the Exhibitor. SMMT will not be responsible for any loss or damage occurring to any exhibit or any property of the Exhibitor from any cause whatsoever. Exhibitors are advised to insure their exhibits against loss or damage, including risk of fire.
14.3 The Exhibitor is responsible for and will indemnify and keep indemnified SMMT against death, all injury, reasonable loss or damage arising in connection with the erection, use and dismantling of the stand and anything done on or from the stand or from an outside demonstration area (including in respect of moving exhibits and vehicle demonstrations) caused directly or indirectly by the Exhibitor or any of the agents, contractors, sub-contractors, representatives or employees of the Exhibitor or by any visitor to the stand or by any exhibit or machinery or other item belonging to or introduced by any such person.
14.4 The Exhibitor/Delegate shall indemnify and keep indemnified SMMT against all reasonable loss, damages, costs, charges and expenses (including contingent or consequential loss of profit) whatsoever arising from or in consequence of:-
(a) any breach by the Exhibitor/Delegate of any of the Terms and Conditions; or
(b) any loss suffered by SMMT as a result of default or negligence of the Exhibitor/Delegate or any of its agents, contractors, sub-contractors, representatives or employees; or
(c) any liability to or claim by any third party (including any employee, officer, agent, contractor, subcontractor or representative of the Exhibitor/Delegate) for any breach by the Exhibitor/Delegate of the Terms and Conditions or for any default or negligence of the Exhibitor/Delegate or any of its agents, contractors, sub-contractors, representatives or employees;
14.5 The Exhibitor/Delegate must make good at its own expense damage done by it or any of its agents, contractors, sub- contractors, representatives or employees whether to the Premises, or properties of SMMT or their contractors or properties of other Exhibitors/Delegates.
15 Event abandonment, closure, cancellation or SMMT withdrawal
15.1 If the Event or any part of it is cancelled by the Organiser, or SMMT withdraws the SMMT UK Pavilion Group/SMMT UK Trade Delegation/SMMT Supporting Partner Delegation due to a Health Emergency, the Management Fee (where applicable) will be refunded less a reasonable administration fee. SMMT will not be liable to the Exhibitor/Delegation for the refund of the Space Charge/Delegate Charge or in respect of any other loss or expense incurred by the Exhibitor/Delegate, directly or indirectly, as a result of any withdrawal of support, cancellation, postponement or shortening of the Event other than to the extent that the Space Charge/Delegate Charge, losses or expenses have been recovered by SMMT from the Organiser or from other third parties.
15.2 SMMT reserves the right to withdraw the SMMT UK Pavilion Group/SMMT UK Trade Delegation as being economically unviable where an insufficient number of Exhibitors/Delegates has contracted to exhibit at or participate in the Event. In those circumstances, SMMT will offer Exhibitors a full refund of the Space Charge and any Management Fee paid to SMMT at the cancellation date, less a reasonable administration charge.
16 Qualification of Applicants
16.1 SMMT reserves the right to define the qualifications of a manufacturer, sole distributor, sole concessionaire, or motor factor wherever those terms are used in these Terms and Conditions.
16.2 Applicants may be required, at any time, to furnish proof to the satisfaction of SMMT of their qualification. Failing such proof, any acceptance of an application or allocation of Space may be annulled.
16.3 SMMT reserves the right to waive all or any of the requirements in this clause, so that applications from those not fully qualified may be accepted where they display goods of novelty, merit or special interest or concern to the objectives of the Event.
17. Data Protection & Privacy Notice
General
17.1 In this clause 17, the terms “data processor”, “data controller”, “process”, “data subject”, “personal data” and “subject access request” shall each have meaning set out in the Data Protection Laws.
17.2 Applicants are required to submit personal data (e.g. name, address and e-mail address) in order to process their Space Application Form or Delegation Application Form. SMMT will treat all personal data submitted in accordance with the Data Protection Laws.
17.3 SMMT will comply with its obligations under the Data Protection Laws to the extent that it acts as a data controller of personal data. Personal data provided to SMMT may be processed by SMMT for the purposes described in this clause 17 where necessary for the performance of a contract with the Exhibitor / Delegate, compliance with legal obligations, SMMT’s legitimate interests, or any other lawful basis permitted under the Data Protection Laws.
17.4. As a pre-condition to SMMT processing the Applicant’s application for Space and/or registration as an Exhibitor or Delegate, if the Applicant makes available to the SMMT (or to any of the SMMT’s processors) any personal data of any data subject other than the Applicant (instead of the Applicant referring each relevant data subject to the SMMT or its processors for them to collect the personal data directly from each relevant data subject), the Applicant shall ensure that, before it so makes available such personal data to the SMMT (or any of the SMMT’s processors, the Applicant shall first:
(a) make each data subject aware of the provisions of this clause 17.
(b) ensure that the Applicant has obtained or established (on behalf of itself and the SMMT), in accordance with the Data Protection Laws, all necessary legal bases, permissions and consents necessary for the Applicant to make available such personal data to the SMMT; and
(c) ensure that the Applicant has so obtained or established all necessary legal bases, permissions and consent for the SMMT and its processors to process such personal data for or in connection with the Event (including but not limited to processing the Applicant’s application and registration)
How is Data Collected and Used?
17.5 SMMT will collect personal data on the Space Application Form or Delegate Application Form and other Event related documentation necessary to process an Applicant’s request to exhibit at the Event.
17.6 An Applicant's personal data will only be retained for as long as is necessary for the purposes for which it was collected. SMMT may process and disclose share personal data where necessary for the performance of the Contract, compliance with its legal obligations, the establishment, exercise or defence of legal claims, or for SMMT’s or for SMMT's legitimate business interests, in each case in accordance with Data Protection Laws.
Marketing and Consent
17.7 During the application process or at any point where personal data is collected by SMMT, an Applicant may be asked to indicate their preference regarding SMMT sending them information about its other products or services.
17.8 SMMT may send Applicants information about relevant products, services, other events and activities where permitted by the Data Protection Laws. Applicants may opt out of receiving marketing communications at any time using the unsubscribe mechanism provided or by contacting SMMT.
Event Advertising
17.9 Unless an Applicant indicates otherwise, information provided by the Applicant on any official form supplied by SMMT may be displayed in any forms of media or advertising that SMMT uses to promote the UK Pavilion, SMMT UK Trade Delegation, or Supporting Partner Delegation at the Event, including the Exhibitors/Delegates who have agreed to participate in the Event.
Sharing with Third Parties
17.10 In certain special cases, for example where SMMT has reason to believe that disclosing this information is necessary to identify, contact or bring legal action against someone who may be causing injury or interfering with the rights, property or operations of an Applicant, or otherwise injuring or interfering with SMMT’s rights, property or operations, or anyone else who could be harmed by such activities, an Applicant’s personal data may be disclosed to the proper authorities.
17.11 SMMT may also disclose an Applicant’s personal data when it believes the law requires it, or in response to any demand by law enforcement authorities in connection with a criminal investigation, or civil or administrative authorities in connection with a pending civil case or administrative investigation.
17.12. SMMT may disclose the Applicant’s personal data to its subcontractors with whom it shall be necessary to share in order to process an Applicant’s Space Application Form, Delegate Application Form, or request and in order to deliver certain services specified by an Applicant.
17.13 SMMT may disclose personal data to third parties where reasonably necessary for the purposes described in this clause 17, including to service providers, professional advisers, insurers, auditors, event organisers, regulatory authorities and public authorities, and otherwise where required or permitted by Data Protection Laws.
17.14 SMMT reserves the right to aggregate personal data collected during the process described above together with other information which may be provided by an Applicant to SMMT, SMMT and/or subcontractors during the Event for statistical analysis purposes and to improve and understand how Exhibitors at the Event use SMMT services. No personal data will be disclosed in this process.
Transfer of Abroad
17.15 SMMT may transfer personal data outside the United Kingdom where necessary for the purposes of organising, administering or supporting the Event or otherwise in connection with the Contract. Where personal data is transferred outside the United Kingdom, SMMT will ensure that appropriate safeguards are implemented in accordance with Data Protection Laws, including where applicable adequacy regulations, the International Data Transfer Agreement, approved standard contractual clauses or any other lawful transfer mechanism.
Obtaining a Copy of Your Data
17.16 Where an Exhibitor has provided personal data to the SMMT, the relevant data subject may, at any time, submit a written request to the Group Data Protection Officer at SMMT for a copy of the Data held about them. For further information please write to the Data & Compliance Manager at SMMT Ltd, 71 Great Peter Street, London SW1P 2BN, email gdpr@smmt.co.uk.
18 Termination for Breach of Contract
18.1 If an Exhibitor/Delegate breaches any of the Terms and Conditions, SMMT reserves the right to cancel the Exhibitor’s contract for Space or the Delegate’s contract for participation without incurring liability to the Exhibitor/Delegate.
18.2 If a party commits a material breach of the Contract and, in the case of a breach capable of remedy, fails to remedy that breach within 28 days after being required by the other party in writing to do so, the non-defaulting party may terminate the Contract with immediate effect by giving written notice to the other party, without prejudice to any rights accrued before termination.
19 Termination Due to Insolvency
19.1 The Exhibitor/Delegate shall notify SMMT in writing immediately if the Exhibitor/Delegate suffers an Insolvency Event.
19.2 On receipt of notice of an Insolvency Event, or if SMMT becomes aware that an Insolvency Event has occurred, SMMT may terminate the Contract immediately by giving written notice to the Exhibitor/Delegate, without compensation to the Exhibitor/Delegate and without prejudice to any right of action or remedy which may accrue to SMMT.
20 Force Majeure
21.1 If SMMT is unable to perform any obligation under these Terms and Conditions because of a Force Majeure Event, SMMT will, on giving prompt notice to the Exhibitor/Delegate, be excused from performance to the extent of the prevention, hindrance, restriction or interference, provided that SMMT uses all reasonable endeavours to avoid or remove those causes of non-performance to the extent it is able to do so.
21.2 For the purpose of this Clause 21, a “Force Majeure Event” shall include (but not be limited to) a Health Emergency, war, insurrection or riots, fire, tempest, floods, storm, Acts of God or other natural causes, explosion, any law or any action taken by a government or public authority, or any other circumstances beyond the reasonable control of the SMMT.
21.3 If either the UK Pavilion Group or the Event is impacted by a Force Majeure Event, SMMT may terminate the Contract with the Exhibitor/Delegate and, in those circumstances, clause 15.1 will apply.
21 The Contracts (Rights of Third Parties) Act 1999
A Person who is not a party to this Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract but this does not affect any rights or remedy of a third party which exists or is available apart from that Act.
22 Entire Agreement
22.1 The Terms and Conditions as defined at clause 1 constitute the whole agreement between the parties in respect of the subject matter of this Contract. The Applicant acknowledges that, in entering into this Contract, it has not relied on any representations or warranties other than those expressly set out in the Terms and Conditions, and any other warranties or representations, whether express or implied, are excluded.
22.2. In the event that there is any inconsistency between any of the terms governing the contract for Space/contract for participation , the order of priority shall be: the Space Application Form/Delegate Application Form, these General Terms and Conditions, the Organiser Terms and Conditions,
22.2 If any point should arise which is not specifically covered in the Terms and Conditions, , SMMT shall have the right to make an immediate ruling and all Exhibitors/Delegate will be bound by such ruling.
23 Amendments and Variations
23.1 SMMT may amend or vary the terms of the Contract for Space where this is a requirement of the Organiser. Save in that respect and in respect of the Space Charge/Delegate Charge under clause 4.1(b) and the stand location under clause 3.8, no amendment or variation in the terms of the Contract for Space/contract for participation will be valid unless previously agreed in writing between SMMT and the Exhibitor/Delegate.
24 Notices
24.1 Any notice given under or in connection with the Terms and Conditions shall be in writing and may be sent:
(a) by email to the following email address:
(i) SMMT: companysecretary@smmt.co.uk
(ii) the Applicant: the email address supplied on the Space Application Form/Delegation Application Form; or such other email address as is notified to the other party from time to time provided that a confirmation copy of the notice with transmission record is sent to the recipient by recorded first class post or
(b) by personal delivery or recorded first class post to the other party’s registered office address.
24.2 Every such notice shall be deemed to have been received if served by hand, on signature of a delivery receipt, if delivered by recorded first class post, at 10am on the second business day after posting, or if sent by email, at 10am on the next business day following transmission.
26 Severability
If any Term, Condition or provision is determined to be invalid, unlawful or unenforceable in whole or in part, that Term, Condition or provision will be severed from the remaining Terms and Conditions, which will continue to be valid to the fullest extent permitted by law.
27 Governing Law and Jurisdiction
The agreement shall be governed by and construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English Courts.
ANNEX 1
“Insolvency Event” occurs in relation to the Exhibitor when:
(a) any formal step is taken in relation to a moratorium or a composition, assignment or similar arrangement with or in respect of its creditors or any of its indebtedness including without limitation a moratorium under proposed Part A1 of the Insolvency Act 1986;
(b) a meeting of its shareholders, directors or other officers is convened for the purpose of considering any resolution for, to petition for or to file documents with a court or any registrar for, its winding-up, bankruptcy, administration, a moratorium under proposed Part A1 of the Insolvency Act 1986 or dissolution, or any such resolution is passed; (c) its shareholders, directors or other officers request the appointment of, or give notice of their intention to appoint, a liquidator, trustee in bankruptcy, compulsory manager, receiver, administrative receiver, administrator, monitor under proposed Part A1 of the Insolvency Act 1986, or similar officer, or a qualifying floating charge holder gives notice of their intention to appoint an administrator;
(d) any person presents a petition, or files documents with a court or any registrar, for its winding-up, bankruptcy, administration, a moratorium under proposed Part A1 of the Insolvency Act 1986 and/or dissolution, other than any winding-up or bankruptcy petition which is contested in good faith and/or shown as frivolous or vexatious and discharged or dismissed within 15 Business Days after presentation;
(e) any security interest is enforced by a judicial decision over a part or all of its assets.
(f) an order for its winding-up, provisional liquidation, administration, or dissolution is made, or an order that it is subject to a moratorium under proposed Part A1 of the Insolvency Act 1986 is made, or it enters winding-up, provisional liquidation, administration, or a moratorium under proposed Part A1 of the Insolvency Act 1986, or is dissolved;
(g) any liquidator (including any provisional liquidator), trustee in bankruptcy, compulsory manager, receiver, administrative receiver, administrator, monitor under proposed Part A1 of the Insolvency Act 1986, or similar officer is appointed in respect of it or a part of its assets;
(h) it, or any member, creditor, administrator, or liquidator, makes a formal proposal in relation to or implements, or it enters into, any composition, arrangement, compromise or scheme with, or for the benefit of, its creditors or any class of them (whether or not involving a reorganisation or rescheduling of debt) including without limitation a voluntary arrangement under Part I or Part VIII of the Insolvency Act 1986, a scheme of arrangement under Part 26 of the Companies Act 2006, or an arrangement or reconstruction under proposed Part 26A of the Companies Act 2006, but excluding a scheme of arrangement under Part 26 of the Companies Act 2006 which is a scheme of arrangement as a solvent company for the purposes of amalgamation or reconstruction;
(i) any one or more persons has become entitled to appoint a receiver, including without limitation an administrative receiver, over all or any of its assets, or has become entitled to appoint an administrator to it;
(j) any creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 10 days;
(k) it suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(l) it commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts;
(m) it ceases, suspends or threatens to cease or suspend carrying on its business; and/or
(n) any other analogous or similar step, process or procedure is taken or occurs in England and Wales or any other jurisdiction in relation to it.