ALL CHINA LEATHER EXHIBITION (INFORMA MARKETS) SPONSORSHIP AND EXHIBITION TERMS AND CONDITIONSIn these Conditions, the following terms have the following meanings:
1.1. Booking Form: the booking form to which these Conditions are attached and/or incorporated into by reference setting out the details of the Package or such other document
setting out the details of the Package as Organizer may choose in its sole discretion toaccept;1.2. Calendar Year: a full twelve (12) month period beginning on January 1 and ending on
December 31;
1.3. Client: the person, company, organisation, association or other entity set out in theBooking Form that is purchasing the Package;
1.4. Conditions: these terms and conditions;1.5. Contract: together, these Conditions and the Booking Form;
1.6. Data Protection Law: all laws related to data protection and privacy that are applicable toany territory where Organizer or Client processes personal data, where the Event takes
place, where any element of the Package is provided and/or where Organizer or Clientis established;
1.7. Devices: any visitor lead capture application or barcode scanner device;
1.8. Directory: any online product and/or services directory (whether exclusively featuring
exhibitors, sponsors and attendees of the Event or otherwise);
1.9. Directory Content: all content, materials and other information that is provided by Client
and/or its Personnel (whether by uploading directly to a Directory or via any other means)for inclusion in a Directory;
1.10. Event: the exhibition, conference, show or other event organised by Organizer set out
in the Booking Form;
1.11. Fees: the fees payable by Client for the Package set out in the Booking Form;
1.12. Force Majeure Event: any event or circumstance arising that is not within Organizer’s
reasonable control (including, without limitation, governmental regulations or action, imposition of sanctions, embargo, military action, acts of terrorism or war, civilcommotion or riot, epidemic, pandemic, ﬁre, acts of God, ﬂood, drought, earthquake,natural disaster, royal demise, third party contractor/supplier failure, Venue damage orcancellation, industrial dispute, interruption/failure of utility service or nuclear, chemical
or biological contamination);
1.13. Informa Group: includes any entity whose ultimate parent company is Informa PLC;
1.14. Intellectual Property Rights: trade marks, trading names, domain names, logos, rights
in design, copyrights, database rights, moral rights, goodwill, rights of confidence,know-how and trade secrets and all other intellectual property rights or analogous
rights, whether registered or unregistered, that subsist now or in the future anywherein the world;
1.15. Manual: any manual, service kit or guide provided to Client by Organizer in respect of
the Event, as updated by Organizer from time to time;
1.16. Marketing Services: any marketing services element of the Sponsorship set out in theBooking Form (which may include, without limitation, the distribution of e-mails to third
parties by way of a promotional campaign);
1.17. Materials: all content, materials and other information that is provided by Client and/or its Personnel (including, without limitation, Client’s name, profile, descriptions of
products and/or services, logos, copy, text, photographs, audios, videos, artwork and/or content session data);
1.18. Opening Date: the first date on which the Event is scheduled to be open to members of
the public;
1.19. Organizer: the Informa Group legal entity set out in the Booking Form that is providing
the Package;
1.20. Owners: the owners, management and/or operators of the Venue;
1.21. Package: the Space and/or Sponsorship and/or Directory and/or Devices package
purchased by Client in relation to the Event set out in the Booking Form, as may be
updated by the parties from time to time;
1.22. Personnel: any employee, consultant, agent, other representative or contractor (or any
employee, consultant, agent, or other representative thereof) engaged or employed bya party in connection with the Event;1.23. Reportable Breach: any breach of security leading to the accidental, unauthorised or
unlawful processing of, destruction of, loss of, corruption of, alteration to or access topersonal data;
1.24. Space: any exhibition space allocated to Client set out in the Booking Form;
1.25. Sponsorship: any sponsorship and/or promotional element of the Package set out inthe Booking Form (which may include, without limitation, advertisements, Marketing
Services and/or opportunities to sponsor, contribute to and/or deliver content sessions);
and
1.26. Venue: the venue at which the Event is to be staged.

2. Package
2.1.

Once submitted to Organizer, a Booking Form constitutes an offer to purchase a Package in accordance with these Conditions and is irrevocable by Client. The submissionof a Booking Form does not guarantee that Client will be: (i) permitted to exhibit at orotherwise participate in the Event, (ii) assigned to a particular exhibit hall, section or
location within the Venue, and/or (iii) provided with the actual Package (including, without
limitation, the amount of Space and/or Sponsorship) requested. Organizer reserves theright to reject any Booking Form. A binding contract shall only come into effect when
written conﬁrmation (whether by e-mail or otherwise) of acceptance is sent by Organizer
to Client (whether or not it is received). Except as set out in these Conditions, no variation of this Contract, including, without limitation, any updates to the Package, shall beeffective unless such variation is agreed in writing by both parties. These Conditions
apply to this Contract to the exclusion of any other terms that Client seeks to impose
or incorporate, or which are implied by trade, custom, practice or course of dealing.

3. Fees
3.1.

Client shall pay the Fees in cleared funds in accordance with the payment terms statedin the Booking Form. Organizer shall have no liability whatsoever if Client pays the Fees

3.2.

3.3.

(or any portion thereof) into any bank account other than the bank account specificallydesignated by Organizer to Client for payment. In particular, Organizer shall not be liable
for any loss, damage, cost, claim or expense suffered or incurred by Client and/or anyof its Personnel arising out of or in connection with third party fraud, including, without
limitation, false change of bank account communications, identity theft and otherscams. Payment of the Fees into Organizer’s designated bank account only shall satisfy
Client’s payment obligations under this Contract. To the extent that Client receives any
communication notifying Client of a change in Organizer’s designated bank account,
Client is required to verify the authenticity of the same directly with Organizer. Without
prejudice to any other right or remedy it may have, if Organizer does not receive the Fees
into Organizer’s designated bank account in cleared funds by the due date for payment,
Organizer shall be entitled to: (i) refuse Client and its Personnel entry to the Event, (ii)refuse and/or withdraw the provision of any element of the Package, and/or (iii) chargeinterest on such overdue sum from the due date of payment at the annual rate of 4%
above the base lending rate from time to time of HSBC Limited Hong Kong, accruing
on a daily basis and being compounded quarterly until payment of the overdue sum
is made, whether before or after judgement. Where Organizer takes any such action,
Client shall not be entitled to a refund of any portion of the Fees it has already paid inrespect of the Package and the Fees shall remain due and payable in full.
It is the intent of the parties that Organizer shall receive the Fees in full and that any: (i)banking and other transfer of payment charges, and (ii) applicable VAT, GST, sales and/or
service taxes shall be paid solely by Client (in addition to the Fees). If and to the extent
that any withholding taxes are payable in connection with the whole or any portion of
the Fees, Client shall pay such withholding taxes directly to the relevant tax authority
and furnish Organizer with a valid certificate evidencing payment. To the extent that avalid certificate is not provided, or to the extent that Organizer is unable to recover thewithholding taxes, the amount of the Fees shall be increased by an amount necessary
to compensate for the withholding taxes (including, without limitation, any amountnecessary to “gross up” for withholding taxes levied on the increase itself).
Client acknowledges and agrees that certain services may be required by the Owners
and/or Organizer for the safe and efficient operation of the Event, including, without
limitation, connection to and consumption of utilities (for example, electricity) andinspection/health and safety auditing of exhibition stand/shell scheme plans. Suchservices shall be provided by contractors appointed by the Owners and/or Organizer
and it is a condition of this Contract that Client uses such contractors for these services.
Rates and charges for such services (Contractor Fees) shall be set out in the Manualor otherwise provided in writing by Organizer prior to the Opening Date. Client is solely
responsible for payment of the Contractor Fees directly to each relevant contractor, in
accordance with each relevant contractor’s payment terms. If Client fails to pay theContractor Fees in accordance with such payment terms, Organizer may at its sole
discretion: (i) pay such Contractor Fees itself and recharge Client directly for these, or(ii) deem that Client has committed an irremediable material breach of this Contractand exercise Organizer’s rights pursuant to Condition 15.1.

Client agrees to make its Personnel aware of such filming, sound recording andphotography of the Event. Client acknowledges and agrees that Organizer is thesole and exclusive owner of all rights in the Content and hereby waives any andall: (i) rights in and to such Content, and (ii) claims that Client may have relating
to or arising from the Content or its use. Without limitation, Organizer shall bepermitted to use the Content anywhere in the world for promotional and otherpurposes, without any payment or compensation. If any of Client’s Personnel
has any objection to the use of their image in any filming, sound recording and/or photography of the Event, Client shall notify Organizer in writing.
4.10. Client acknowledges and agrees that the terms of this Contract (including, without
limitation, the amount of the Fees) and the provisions of the Manual shall constituteconfidential information of Organizer and Client undertakes that it shall not at any
time disclose the same to any third party.

5. Data protection
5.1.

5.2.

4. Client’s general obligations
4.1.

4.2.

4.3.

4.4.

4.5.

4.6.

4.7.

4.8.

4.9.

Client shall comply with: (i) all laws (including, without limitation, all laws relating toanti-bribery, anti-corruption, trade sanctions, modern slavery and export controls), (ii)all rules, regulations and instructions issued by Organizer and/or the Owners from time
to time in connection with any element of the Package (including, without limitation,
in relation to health, safety and security requirements), and (iii) the provisions of theManual, including, without limitation, all operational requirements stated therein.
Client warrants, represents and undertakes that: (i) it has the right, title and authority toenter into this Contract and perform its obligations hereunder, and (ii) the person signingor otherwise legally accepting this Contract on behalf of Client has the requisite authority
to do so.
Client and its Personnel must not: (i) act in any manner which causes offence, annoyance, nuisance or inconvenience to Organizer, the Owners and/or any other attendeeof the Event, (ii) do anything which might adversely affect the reputation of Organizer,
the Owners and/or the Event, and/or (iii) cause or permit any damage to the Venue or
any part thereof or to any ﬁxtures or ﬁttings which are not the property of Client.
Client shall cooperate, in good faith, with Organizer in all matters relating to the Package
and/or the Event. Without limitation, Client shall provide Organizer with all informationas Organizer may reasonably request in respect of the Package and shall ensure thatsuch information is accurate.
Client is solely responsible for obtaining passports, visas and other necessary documentation for entry into the country or territory where the Event is held. If Client and/or its Personnel cannot attend the Event due to a failure to obtain such documentation,
the Fees shall remain due and payable in full.
Client is solely responsible for obtaining any licences, regulatory approvals, customs
clearances or other necessary consents required for Client to participate in the Eventand display its exhibits, including, without limitation, any licences or other necessaryconsents required for the playing of music or any other audio or visual material by Client
and/or its Personnel.
Client consents to its details (including, without limitation, its name, logo and profile)
being: (i) published in any show guide, directory and/or other promotional materials
prepared in connection with the Event, and/or (ii) displayed on the Event website.
Although Organizer shall take reasonable care in any such publication/display, it shallnot be liable for any errors, omissions or misquotations that may occur.
All unauthorised ﬁlming, sound recording and photography of the Event, and all
unauthorised transmission of audio or visual material at the Event, by Client and/or its
Personnel is expressly prohibited. Client and/or its Personnel agree: (i) to surrender toOrganizer or destroy on demand any material in whatever media recorded in violationof this Condition 4.8, and (ii) that the copyright and other Intellectual Property Rights
in any such material shall vest in Organizer unconditionally and immediately on thecreation of such material.
Client acknowledges and agrees that Organizer and its Personnel shall be permitted
to ﬁlm, sound record and photograph the Event, which may include, without limitation,
filming, sound recording and photography featuring Client’s Personnel (the Content).

Each party acknowledges and agrees that it is responsible for its own processingof personal data in connection with this Contract, including, without limitation, any
processing of personal data pursuant to a Data List (as defined in Condition 5.2)
(and, where applicable, the parties agree that each party acts as a data controller for the purposes of the General Data Protection Regulation (Regulation (EU)2016/679)). Each party shall: (i) only process personal data in compliance with,and shall not cause itself and/or the other party to be in breach of, Data Protection Law, and (ii) act reasonably in providing such information and assistance as
the other party may reasonably request to enable the other party to comply with
its obligations under Data Protection Law. If either party becomes aware of aReportable Breach relating to the processing of personal data in connection withthis Contract, it shall: (i) provide the other party with reasonable details of such
Reportable Breach without undue delay, and (ii) act reasonably in co-operating withthe other party in respect of any communications and/or notifications to be issued
to any data subjects and/or supervisory authorities in respect of the Reportable
Breach. If either party receives any communication from any supervisory authority
relating to the processing of personal data in connection with this Contract, it shall:(i) provide the other party with reasonable details of such communication, and(ii) act reasonably in co-operating with the other party in respect of any responseto the same. Organizer collects, uses and protects personal data in accordancewith its privacy policy, which can be found here: https://www.informamarkets-info.
com/files/privacy/hk/aplf_en.html.
Without prejudice to the generality of Condition 5.1, Client acknowledges andagrees that if it receives any list containing personal data from Organizer as partof the Package (a Data List), it shall: (i) keep the Data List confidential and notdisclose it to any third party, (ii) only use the Data List for the purpose of making
an initial approach to contacts on the Data List in response to their engagementwith Client’s products and/or services as facilitated by the Package, (iii) securely
delete or put beyond use all or any part of the Data List upon Organizer’s reasonable
request or by such time as is required by Data Protection Law, whichever is earlier,and (iv) provide Organizer with reasonable details of any enquiry, complaint, notice
and/or other communication it receives from any supervisory authority relating to
Client’s use of the Data List, and act reasonably in co-operating with Organizer inrespect of Client’s response to the same. Client acknowledges and agrees that
Organizer shall only be obliged to provide Client with all or any part of a Data List
to the extent that it is legally permitted to do so and Organizer shall not be liable if
the volume of personal data provided to Client is less than anticipated as a resultof Organizer’s compliance with Data Protection Law.

6. Speciﬁc terms relating to Space
6.1.

6.2.

6.3.

6.4.

Organizer reserves the right at any time to make such alterations in the ﬂoor
plan of the Event or in the speciﬁcation of the Space as Organizer in its absolute
opinion considers to be in the best interests of the Event, including, without limitation, altering the size, shape or position of the Space and/or the exhibition standtherein and/or changing or closing entrances, exits and access to the Venue. If
the size of the Space is reduced, Client shall receive a pro-rata refund of the Fees
payable in respect of the Space.
Organizer permits Client to use the Space for the purpose of displaying exhibits atthe Event. Such use shall not constitute a tenancy and Client shall have no otherrights to, or interest in, the Space. Client is only permitted to conduct businessfrom the Space and shall not (nor shall it permit any other person to) conduct any
display or exhibit, distribute publications or other materials or otherwise canvass
or solicit for business in any other area of the Venue.
Client undertakes: (i) to occupy the Space in time for the opening of the Event, (ii)at all times during the Event to ensure that its Space (and exhibition stand therein)is (a) staffed by competent personnel, and (b) clean, tidy, well presented and freefrom unsafe materials/items and other hazards (failing which, Organizer reserves
the right without liability to arrange for this to be done at Client’s risk and expense),and (iii) not to close its exhibition stand prior to the closing of the Event.
Client shall not permit the display of any exhibits that do not exclusively relate
to Client’s own commercial activities. No exhibit will be allowed into the Venue
without an official delivery order or customs clearance document relating to such
exhibit. The display of any working or moving exhibit must have the prior written
approval of Organizer and must only be operated in the presence of persons
authorised by Client and/or its Personnel. Organizer reserves the right, without
liability and at Client’s risk and expense, to remove any exhibit and/or stop any
display or demonstration which Organizer considers in its reasonable opinion:(i) contravenes any law and/or any applicable industry regulations/standards(including, without limitation, CITES trade regulations or any other standards issued by IUCN), (ii) constitutes counterfeit goods and/or infringes the Intellectual
Property Rights of any third party, (iii) is likely to cause offence, and/or (iv) does
not otherwise comply with these Conditions.

1

ACLE23_202211

1. Deﬁnitions

Unless the provisions of Condition 6.6 apply, Client is solely responsible for all aspectsof the set-up of the Space, including, without limitation, modular stand or similar
construction, pipes and drapes, shell scheme, branding and dressing. Exhibits anddisplays should not exceed the height of the exhibition stand walls unless written
permission has been received from Organizer. Plans for any non-shell scheme Space
must be in compliance with the specifications and submitted for approval as set out
in the Manual. Organizer reserves the right to order the alteration or removal of any
exhibition stand which differs from the approved plan or which does not conform toany of the required specifications. The costs of any alteration and/or removal shallbe entirely borne by Client. If such alteration or removal is not made within the timerequired by Organizer, Organizer may undertake the same at the risk and cost of Client,which shall reimburse Organizer on demand.
6.6. Organizer shall be responsible for setting-up a pre-built booth for Client in the Space(to include modular stand or similar construction, pipes and drapes and shell scheme)
only where it has expressly agreed to do so in the Booking Form. Client is solely
responsible for all aspects of dressing and branding of the Space.
6.7. Client may not share the Space with any third party without the prior written consent
of Organizer (and any such consent shall be conditional on the Space sharer agreeing to comply with any terms, conditions and restrictions as may be prescribed by
Organizer). If and to the extent that Client is permitted to share the Space, Client shallprocure that any Space sharer and any Space sharer’s Personnel comply with thisContract, provided that Client shall be solely responsible for the Space in its entirety
and shall be liable for any act or omission of any Space sharer and any Space sharer’s
Personnel (including, without limitation, any breach of the terms of this Contract by
the same). Unless otherwise agreed in writing by Organizer, Client shall ensure thatat all times during the Event its exhibition stand is staffed by at least one of its own
Personnel. Notwithstanding any approved Space sharing arrangement, Client shallitself remain wholly liable for the full amount of the Fees.
6.8. Food and/or beverages may only be supplied by Client and/or its Personnel withthe prior written consent of Organizer. Without limitation to the foregoing, Client isforbidden to bring alcoholic beverages into the Venue without the prior written consent
of Organizer (and, if consent is granted, corkage fees may be required).
6.9. Except in connection with any Event that is open to consumers and/or with the priorwritten consent of Organizer, retail sales (and the delivery of any associated products
and/or services) are not permitted on the Event floor.
6.10. At such time after the close of the Event as Organizer may specify, or on any earlier
termination of this Contract, all exhibits shall be removed from the Venue and theSpace shall be delivered to Organizer in good and clean order and in such condition
as initially provided to Client. Any Client property remaining after such time shall beconsidered abandoned and may be sold or otherwise disposed of by Organizer at
Client’s risk and expense.
6.11. Without prejudice to any other right or remedy it may have, if Client and/or any of its
Personnel is in breach of this Condition 6 and/or is otherwise engaged in any activity
that might jeopardise the health, safety and/or security of the Event and/or any otherattendee of the Event, Organizer reserves the right without liability to close Client’s
exhibition stand.

7. Speciﬁc terms relating to Sponsorship (including,
without limitation, Marketing Services)
7.1.

7.2.

7.3.

7.4.

7.5.

Client shall: (i) provide Organizer with all Materials within any deadlines speciﬁed by
Organizer, and (ii) comply with Organizer’s specifications and technical requirements
in relation to all Materials. If Client does not, Organizer reserves the right to refuse
to print, publish or otherwise use any or all of the Materials (but all Fees in respect of
the Sponsorship shall remain due and payable in full).
Client warrants, represents and undertakes that the Materials are: (i) accurate andcomplete, (ii) Client’s own original work (of which Client is the copyright owner) or that
Client has gained copyright and any other applicable clearance, consent, approval,
licence or permission from any relevant third party (including, without limitation, thecopyright owner and any regulatory authorities), in each case such that Client has
the right to make the Materials available to Organizer in connection with the Package
without restriction and that they do not breach or infringe anyone else’s rights (including, without limitation, the Intellectual Property Rights of any third party), (iii) not in
any way defamatory, libellous, obscene, menacing, threatening, offensive, abusive or
fraudulent, (iv) not in any way illegal and that they do not contravene any law or incite
or encourage the contravention of any law, (v) not and will not be the subject of any
claims, demands, liens, encumbrances or rights of any kind that could or will impair
or interfere with Organizer’s use of the Materials in connection with the provision of
the Package, and (vi) if provided in digital form, free from any viruses and any othermalware or corrupting elements of any kind and that they shall not cause any adverse
effect on the operation of any Organizer system, publication, website, platform, media
or other property and/or on any users of any of the foregoing.
Although Organizer shall take reasonable care in the production of any deliverable
incorporating the Materials, it shall not be liable for any errors, omissions or misquotations that may occur. Without limitation to the foregoing, Organizer cannot guarantee
any exact colour matches in its incorporation of Materials and any colours used inMaterials are for graphic and textual guidance only. All Materials are subject to theapproval of Organizer (however, notwithstanding any such approval, Client shall havesole responsibility and liability in respect of such Materials). Organizer reserves theright to reject any Materials at any time after receipt. Organizer shall use its reasonableendeavours to provide the Sponsorship in the size, position and manner as speciﬁedin the Booking Form, but shall not be liable where reasonable modifications are made.
Client hereby grants to Organizer a royalty-free, non-exclusive, worldwide licence to
use the Materials and Client’s details in connection with the creation of any materials
relating to the Event. Client acknowledges and agrees that, in view of the time andcost required in preparing such materials, in circumstances where this Contract isterminated Organizer may at its discretion continue to use the Materials and Client’s
details after termination of this Contract where the time and cost required to remove
the same from any materials relating to the Event cannot reasonably be justified by
Organizer.
If all or part of the Sponsorship comprises Marketing Services, Organizer shall use
commercially reasonable efforts to adhere to any delivery schedule set out in the

7.6.

Booking Form. Where such Marketing Services include the distribution of e-mails
to third parties by way of a promotional campaign, at Organizer’s request Client
shall: (i) maintain and deliver to Organizer, by no later than five (5) days prior to thestart of a campaign, a true, correct and complete suppression list containing e-mailaddresses of those individuals who have opted out or unsubscribed from receiving
communications from and/or relating to Client and/or any of its affiliates (a Suppression List), and (ii) for the duration of the campaign, provide Organizer with an
updated Suppression List, in a format specified by Organizer, immediately following
each instance that an individual has requested to be opted out or unsubscribed. To
the extent that, pursuant to such Marketing Services, any e-mails will be sent to any
e-mail addresses provided by Client and/or its Personnel, Client warrants, represents
and undertakes that Client has obtained all consents and permissions required forsuch e-mails to be sent to such e-mail addresses and that no such e-mail address
appears on any Suppression List. Client shall indemnify Organizer against any loss,
damage, cost, claim or expense (including, without limitation, in connection with any
regulatory action or fine) suffered or incurred by Organizer and/or any member of
the Informa Group arising out of or in connection with any breach by Client and/or
its Personnel of this Condition 7.5.
Without prejudice to any other right or remedy it may have, if Client and/or any of its
Personnel is in breach of this Condition 7, Organizer reserves the right without liability
to: (i) suspend and/or discontinue the use of any Materials, and/or (ii) refuse and/or
withdraw the provision of any element of the Sponsorship.

8. Speciﬁc terms relating to Directories
If Client purchases a Directory entry as part of the Package, the terms of this Condition 8 shall apply. The Booking Form may specify that it is mandatory for Client topurchase a Directory entry in connection with the Event.
8.2. The length of time that Client is entitled to have a Directory entry live for, and the extent
of its coverage within and benefits related to such Directory, shall be specified in theBooking Form.
8.3. Client acknowledges and agrees that all usernames and passwords used to accessany Directory are confidential and personal to Client and its Personnel (as applicable).
Client shall not, and shall procure that its Personnel shall not, permit others to use such
usernames and/or passwords and Client shall be liable for the acts and omissions ofany person using such usernames and/or passwords (whether or not such use wasauthorised by Client and/or its Personnel). Client shall notify Organizer immediatelyof any unauthorised use of any usernames and/or passwords or any other breachof security regarding any Directory that comes to its attention.
8.4. All Directory Content must comply with these Conditions. Organizer reserves the rightto remove any Directory Content that it deems offensive, inappropriate, libellous or
non-compliant with these Conditions. Client shall ensure that the Directory Content
shall not infringe the Intellectual Property Rights of any third party and Client shall besolely responsible for checking the accuracy and compliance with law of any Directory
Content.
8.5. All Directory Content shall be considered non-confidential and non-proprietary. Client
waives any moral rights in the Directory Content to the fullest extent permitted by law.
8.6. Client warrants, represents and undertakes that the Directory Content is: (i) accurate
and complete, (ii) Client’s own original work (of which Client is the copyright owner) orthat Client has gained copyright and any other applicable clearance, consent, approval,
licence or permission from any relevant third party (including, without limitation, thecopyright owner and any regulatory authorities), in each case such that Client has
the right to make the Directory Content available to Organizer in connection with the
Package without restriction and that it does not breach or infringe anyone else’s rights(including, without limitation, the Intellectual Property Rights of any third party), (iii) notin any way defamatory, libellous, obscene, menacing, threatening, offensive, abusive
or fraudulent, (iv) not in any way illegal and that it does not contravene any law orincite or encourage the contravention of any law, (v) not and will not be the subjectof any claims, demands, liens, encumbrances or rights of any kind that could or will
impair or interfere with Organizer’s use of the Directory Content in connection withthe provision of the Package, and (vi) if provided in digital form, free from any viruses
and any other malware or corrupting elements of any kind and that it shall not cause
any adverse effect on the operation of any Organizer system, publication, website,
platform, media or other property and/or on any users of any of the foregoing.
8.7. If and to the extent that the Directory Content contains information relating to Client’s
products and/or services (images and details of which may be uploaded to a Directory),
Client further represents, warrants and undertakes that such information is limited
to generic information only and is not advisory. Client shall ensure that the Directory
Content relates exclusively to Client’s own commercial activities.
8.8. Without limitation to Condition 16.4, Client shall indemnify Organizer against any
loss, damage, cost, claim or expense suffered or incurred by Organizer and/or any
member of the Informa Group arising out of or in connection with the Directory Content, including, without limitation, any third party claim regarding: (i) the inaccuracy
or incompleteness of the Directory Content, and/or (ii) any infringement of third party
Intellectual Property Rights relating to the Directory Content.
8.9. Organizer cannot guarantee that a Directory shall operate continuously, securely
or without interruption and Organizer does not accept any liability for its temporary
unavailability or for any viruses or other harmful components. Organizer reserves
the right at any time and for any reason to: (i) make alterations and/or corrections
to, suspend and/or discontinue any aspect of any Directory, (ii) vary the technicalspecification of any Directory, and/or (iii) temporarily suspend and/or disable Client’s
and its Personnel’s access to any Directory for the purposes of maintenance, upgradeor addressing any security concerns.
8.10. Organizer does not endorse or accept any responsibility for the use of, or content on,
any other website linked or referenced within any Directory and Organizer shall not
be liable for any loss, damage, cost, claim or expense suffered or incurred by Client
and/or any of its Personnel arising out of or in connection with the use of, or relianceon, any content, products and/or services available on or through any other website.
8.11. Client acknowledges and agrees that use of a Directory shall be further subject to any
website terms of use and/or fair or acceptable use policies indicated on the website
on which such Directory is hosted.
8.12. Without prejudice to any other right or remedy it may have, if Client and/or any of its

Personnel is in breach of this Condition 8 (and/or any website terms of use and/or fairor acceptable use policies indicated on the website on which any Directory is hosted),
Organizer reserves the right without liability to suspend and/or disable Client’s and its
Personnel’s use of, access to, coverage within and benefits related to any Directory.
8.13. Organizer’s total liability in connection with a Directory, howsoever arising, shall belimited to the total amount of the Fees paid by Client in respect of such Directory only.

9. Specific terms relating to Devices
9.1.

9.2.

9.3.
9.4.

8.1.

9.5.

9.6.

If Client orders any Devices as part of the Package, the terms of this Condition 9 shallapply. The Booking Form may specify that it is mandatory for Client to order Devices
for use at the Event.
Client acknowledges and agrees that all Devices are provided by Organizer’s nominatedthird party supplier (Device Supplier). Devices enable Client to engage with the lead
capture services provided by Device Supplier and activation and use of the lead captureservices shall require Client to agree and adhere to Device Supplier’s terms of use. By
agreeing to Device Supplier’s terms of use, this creates a separate contract between
Client and Device Supplier for the activation and use of such lead capture services.
In the event that Device Supplier exercises any right to terminate Client’s use of thelead capture services pursuant to its terms of use, all Fees paid by Client in respectof the Devices shall be non-refundable.
Client acknowledges and agrees that it shall obtain any required consents from anattendee of the Event before using any Devices to scan such attendee’s badge.
Client acknowledges and agrees that Device Supplier shall host all data collected by
Client and/or its Personnel in connection with the lead capture services in accordancewith Device Supplier’s terms of use. In particular, Client acknowledges and agrees
that Device Supplier may be disclosing certain data that Client collects using the lead
capture services to Organizer for the purposes set out in Device Supplier’s terms ofuse.
Without prejudice to any other right or remedy it may have, if Client and/or any of its
Personnel is in breach of this Condition 9, Organizer reserves the right without liability
to insist that any Devices are no longer used by Client and/or its Personnel and are
immediately returned to Device Supplier.
Client acknowledges and agrees that all Devices are provided to Client on Organizer’s
behalf by Device Supplier. Client shall collect and return any Devices in accordancewith Device Supplier’s instructions. Client shall indemnify Organizer against any
loss, damage, cost, claim or expense suffered or incurred by Organizer and/or any
member of the Informa Group arising out of or in connection with any Devices thatare not returned or that are damaged by Client and/or its Personnel. In the event of
any fault, malfunction, failure or inaccuracy of any Devices or any other loss or damage arising in connection with any Devices and/or any captured data, Client should
contact Device Supplier to resolve any issues. Client hereby waives any and all claims
against Organizer that Client may have relating to or arising from any such issues.
Organizer’s total liability in connection with any Devices, howsoever arising, shall belimited to the total amount of the Fees paid by Client in respect of the Devices only.

10. Visitor, delegate and Client’s Personnel passes
10.1. Where visitor passes and/or delegate passes are issued as part of the Package, they
are issued subject to Organizer’s terms and conditions applicable to visitors and/or
delegates (as applicable) in force from time to time. Client shall be supplied (either
by Organizer or the Owners) with passes for its Personnel (as applicable) who are
working at the Event and such passes must be produced by such Personnel on request
at the Event. Organizer may refuse entry to any person without a valid pass. Passes
are only valid in the name of the person to whom they are issued.

11. Limitation of rights granted
11.1. Client’s rights in relation to the Event and the Package are strictly limited to those set
out in this Contract. Client shall be permitted to advertise on its own website and/or social media the fact of its attendance and participation in the Event, including,
without limitation, by providing a web link to the Event website, provided that Organizer
may request at any time and for any reason that Client removes any such advertising and Client shall be required to comply with any such request promptly. Client is
not permitted to: (i) establish a website specifically relating to the Event, and/or (ii)otherwise promote or advertise its association with the Event and/or Organizer, except
as expressly stated herein or with the prior written consent of Organizer. Nothing inthis Contract shall be construed as granting to Client any right, permission or licence
to use or exploit the Intellectual Property Rights of Organizer and/or any member of
the Informa Group.

12. Changes to the Event12.1. Notwithstanding any other provision of this Contract, Organizer reserves the rightwithout liability at any time and for any reason to make reasonable changes to theformat, content, location, Venue, opening hours, duration, dates and/or other timingsof the Event. If any such changes are made, this Contract shall continue to be binding
on both parties, provided that the Package shall be amended as Organizer considers
necessary to take account of such changes.

13. Cancelltion and changing the date(s) of the Eventby Organizer
13.1. Organizer reserves the right to cancel or change the date(s) of the Event at any timeand for any reason (including, without limitation, if a Force Majeure Event occurs that
Organizer considers makes it illegal, impossible, inadvisable or impracticable for the
Event to be held).
13.2. In the event that the date(s) of the Event are changed to new date(s) that are withintwelve (12) months of the originally scheduled Opening Date of the Event and/or the
Event is cancelled but is reasonably expected by Organizer to be held at any time in
the next Calendar Year (or, in the case of an Event that is held on a biennial basis, inthe next two (2) Calendar Years), this Contract shall continue in full force and effectand the obligations of the parties shall be deemed to apply to the Event on the new2

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6.5.

16.2.

14. Cancellation by Client
14.1. The application for the Package is irrevocable by Client and, save as expressly statedin the Booking Form, Client has no rights to cancel this Contract. Save as expressly
set out in these Conditions and/or in the Booking Form, no refunds shall be given
and the Fees shall remain due and payable in full.
14.2. To the extent that the Booking Form expressly permits cancellation by Client, Client
may cancel the Package on written notice to Organizer, except where Organizer has
the right to terminate this Contract under Condition 15.1. Upon any such cancellation
by Client, Client shall pay Organizer such cancellation fees as are stated in the Booking
Form. For the purpose of determining any such cancellation fees, the relevant dates
shall be fixed by reference to the originally scheduled Opening Date of the Event andnot any newly scheduled Opening Date of the Event that has been changed pursuant
to Condition 13.2.

16.3.

15. Termination
15.1. Organizer may terminate this Contract without liability immediately at any time by
written notice to Client if Client: (i) is in material breach of any of its obligations under
this Contract and/or any other agreement between Client and any member of theInforma Group and either the breach is irremediable or Client has not remedied thebreach (if the same is capable of remedy) within fourteen (14) days of receiving written
notice of the breach (or such lesser period as would be required for the breach to be
remedied in sufﬁcient time prior to the Opening Date of the Event or any element of
the Package being provided on a scheduled date), (ii) goes into liquidation, is declaredinsolvent, has an administrator appointed (or an application is made for the same),ceases to carry on business or suffers any analogous event in any jurisdiction, or (iii)
is convicted of any criminal offence or otherwise so conducts itself as to bring itself,
the Event and/or Organizer into disrepute. Without prejudice to any other right orremedy it may have, in the event that Organizer terminates this Contract pursuant tothis Condition 15.1, Organizer shall not be required to refund any Fees received fromClient and Organizer shall be entitled to submit an invoice in respect of the balance(or the whole as the case may be) of the Fees which shall become immediately due
and payable.
15.2. Organizer may terminate this Contract without liability immediately at any time by
written notice to Client if Organizer: (i) determines in its absolute discretion that theprovision of the Package to Client is not in the best interests of the Event and/or notin Organizer’s legitimate commercial interests, (ii) is required by any law or instructedby any financial institution to cease trading with certain individuals/entities and/or incertain geographical locations, and/or (iii) decides to cancel the Event and does notwish for this Contract to continue in full force and effect pursuant to Condition 13.2.
In the event that Organizer terminates this Contract pursuant to this Condition 15.2,
any portion of the Fees already paid shall be refunded (where legally permissible)
and Client shall be released from paying any further portion of the Fees. Client
acknowledges and agrees that the refund of Fees paid is Client’s sole remedy in theevent of termination by Organizer under this Condition 15.2 and all other liability ofOrganizer is hereby expressly excluded.
15.3. Upon any termination of this Contract, without prejudice to any other right or remedy
it may have, Organizer reserves the right without liability to close Client’s exhibition
stand, remove Client’s Personnel from the Event, cover over any Materials and remove
and sell/otherwise dispose of any exhibits or other property of Client (at Client’s risk
and expense). Organizer shall be free to re-sell any aspects of the Package as it shalldeem ﬁt.
15.4. Termination of this Contract shall not affect any rights, remedies, obligations or
liabilities of either party that have accrued up to the date of termination.
15.5. Conditions 1, 3, 5.2, 7.4, 7.5, 8.8, 8.13, 9.6, 11, 13, 14, 15, 16, 19 and 20 shall survive
termination of this Contract.

16. Liability and indemnity
16.1. Organizer does not make any warranty as to the Event and/or Package in general,
including, without limitation, in relation to: (i) the presence, absence or location of any
exhibitor, sponsor or attendee of the Event, (ii) the number of exhibitors, sponsors or
attendees participating in the Event, and/or (iii) the beneﬁt or outcome (commercial
or otherwise) that Client may achieve as a result of participating in the Event and/or purchasing any element of the Package. Organizer further does not make any
warranty as to (a) the condition of the Venue or any utilities that may be provided
for use at the Venue, and/or (b) any products and/or services marketed, displayed

16.4.

16.5.

16.6.
16.7.

or sold by any other exhibitor, sponsor or attendee at the Event and/or the beneﬁt
or outcome (commercial or otherwise) that Client may achieve as a result of any
match-making initiatives, transactions or other deals/arrangements with such otherexhibitors, sponsors or attendees. Except as set out in these Conditions, to thefullest extent permitted by law, Organizer excludes all terms, conditions, warranties,
representations and undertakings relating to the Event and the Package that are notexpressly stated herein.
Organizer shall not be liable for any loss, damage, cost, claim or expense suffered
or incurred by Client and/or any of its Personnel arising out of or in connection withthe provision of any services supplied by third parties in relation to the Event and/or the Package, including, without limitation, the provision of utilities, AV, security
rooms/cloakrooms, inspection/health and safety auditing of exhibition stand/shell
scheme plans, stand-building, shell scheme, graphics, freight shipment, logistics,
transportation and delivery services supplied by third party contractors and/or the
Owners. Without limitation to the foregoing, Client acknowledges and agrees that
services provided to Client by the Owners’ and/or Organizer’s mandated, ofﬁcial orrecommended contractors are the subject of a separate agreement between Client
and the relevant contractor(s).
Subject to Condition 16.6: (i) Client expressly assumes all risks associated with,resulting from or arising in connection with Client’s and its Personnel’s participationin and/or presence at the Event, (ii) neither Organizer nor any member of the Informa
Group shall be liable for any (a) indirect, consequential, special, incidental or punitive
loss or damage, loss of actual or anticipated proﬁts or income, loss of business,
loss of opportunity, loss of goodwill, loss or corruption of data or any other type of
economic loss or damage, or (b) loss (or theft) of, injury to, illness of or damage tothe person, property and effects of Client and/or any of its Personnel and/or any third
party, whether (a) or (b) is caused by negligence, intentional act, accident, act of Godor otherwise, and (iii) Organizer’s (and any member of the Informa Group’s) maximum
aggregate liability to Client and its Personnel under this Contract or otherwise inconnection with the Event and/or the Package, howsoever arising, shall be limited
to the total amount of the Fees paid by Client.
Client shall indemnify Organizer against any loss, damage, cost, claim or expense
suffered or incurred by Organizer and/or any member of the Informa Group arisingout of or in connection with: (i) any loss of or damage to any property or injury to,illness of or death of any person caused by any act or omission of Client and/or its
Personnel, (ii) any third party claim that either the display of any exhibits (including,
without limitation, counterfeit goods) by Client and/or its Personnel at the Event
and/or on any Directory and/or the receipt and/or use of the Materials and/or the
Directory Content in connection with the Package constitutes an infringement of
the Intellectual Property Rights of any third party, (iii) any breach by Client and/or its
Personnel of any law, (iv) where Client receives any Data List as part of the Package,
any failure of Client and/or its Personnel to comply with Condition 5.2, and (v) where
Client shares the Space with any third party pursuant to Condition 6.7, any act oromission of any such Space sharer and/or such Space sharer’s Personnel.
Organizer shall not be in breach of this Contract nor liable for delay in performing, or
failure to perform, any of its obligations under this Contract if such delay or failure
results from a Force Majeure Event and/or from any delay, failure or error on thepart of Client in providing cooperation, performance and/or approvals, consents,
information and/or Materials as contemplated by this Contract. For the avoidanceof doubt, nothing in this Condition 16.5 shall excuse Client from the payment of theFees under this Contract.
Nothing in these Conditions shall exclude or limit any liability which cannot be excluded
or limited by law.
Client acknowledges and agrees that, in light of the Fees, the provisions of thisCondition 16 are no more than is reasonable to protect Organizer as the organizerof the Event and the provider of the Package.

17. Insurance
17.1. Client is required to be adequately insured in relation to its activities under thisContract, including, without limitation, Client’s participation in the Event (move-in
through move-out). Without limitation to the foregoing, Client shall itself take out
and maintain at all times both public liability insurance and employee liability insurance with a recognised insurer against personal injury, death and damage to and/or loss of property for not less than the minimum amounts set out in the Manual
per occurrence or claim. Organizer shall be entitled to inspect Client’s insurance
policies and receipt(s) for payment of premium on request.
17.2. Client shall ensure that any contractors engaged by Client in connection with the
Event (move-in through move-out) are adequately insured. Without limitation to
the foregoing, Client shall ensure that any such contractors take out and maintainat all times both public liability insurance and employee liability insurance witha recognised insurer against personal injury, death and damage to and/or lossof property for not less than the minimum amounts set out in the Manual per
occurrence or claim. Organizer shall be entitled to inspect any such contractors’
insurance policies and receipt(s) for payment of premium on request.
17.3. To the extent that Client is permitted to share the Space pursuant to Condition 6.7,
the provisions of Conditions 17.1 – 17.2 (inclusive) shall apply to any such Space
sharer(s) in the same way as they apply to Client.
17.4. In the event that satisfactory evidence of insurance cover is not provided, Organiser
shall be entitled to cancel Client’s right of participation immediately (including,
without limitation, that of any Space sharer(s)) and Client shall not be entitled to
any refund.

18. Sustainability
18.1. Organizer strives to achieve efficiency and excellence at the Event by conducting
its business operations in a sustainable manner. To help achieve this, Client shallcomply with all sustainability requirements set out in the Manual or as otherwise
notified to Client by Organizer in writing (acting reasonably).

19. General
19.1. Organizer reserves the right to refuse any person entry to the Event or to remove
any person from the Event at any time.
19.2. From time to time, Organizer, the Owners and their respective Personnel may enter
the Venue to carry out works, repairs or alterations or for any other purposes which
they deem necessary (Works). Organizer shall not be liable for any loss, damage,cost, claim, expense or inconvenience suffered or incurred by Client and/or any of
its Personnel arising out of or in connection with any matter relating to the Works.
19.3. Client acknowledges and agrees that Organizer and each member of the Informa
Group shall have a perpetual, irrevocable, royalty-free, non-exclusive, worldwide
licence and right to collect and maintain, and to reproduce, publish, display,transmit, distribute, adapt, create derivative works from, syndicate and otherwise
exploit or use, commercially or otherwise, in any medium, any and all: (i) analytics
data captured at or in connection with the Event and/or any part of the Package(including, without limitation, Event footfall, attendee, user or online behaviours andusage data relating to any Directory, Devices and/or any lead generation/matchmaking initiatives), and/or (ii) Materials, Directory Content and other information
and/or materials displayed or made available by Client and/or its Personnel at or inconnection with the Package, the Event and/or any other events owned, organized,
managed or operated by Organizer and/or any member of the Informa Group (ineach case whether prior to, concurrently with, or following the entering into of thisContract) (together, both (i) and (ii) being the Data). The foregoing shall include,
without limitation, Organizer and each member of the Informa Group being entitled
to use, repurpose and reproduce the Data to create, develop, sell or otherwise makeavailable products, services or works in any media or form (whether physical, digitalor intangible) now known or later developed (which may include, without limitation,
incorporating all or any part of any Materials, Directory Content and other information and/or materials displayed or made available by Client and/or its Personnel
into such products, services or works).
19.4. Nothing in this Contract shall create a partnership, joint venture or agency relationship between the parties.
19.5. If and to the extent that there is any conﬂict between these Conditions and theBooking Form, the terms of the Booking Form shall prevail.
19.6. Each party acknowledges and agrees that this Contract constitutes the entire
agreement between the parties in relation to the Event and the Package and thatit supersedes any and all prior oral or written understandings, communications oragreements with respect to the subject matter hereof.
19.7. Client may not assign or sub-contract any of its rights or obligations under thisContract without the prior written consent of Organizer. Organizer shall be entitledto assign any and all of its rights under this Contract to any member of the Informa
Group and the consent of Client shall not be required. Organizer shall be entitled,
without the consent of Client, to sub-contract any and all of its obligations under
this Contract to any member of the Informa Group or any third party contractor
assisting Organizer with the staging of the Event and/or the facilitation of the
Package.
19.8. No failure by either party in exercising any right or remedy shall operate as a waiverof the same. No waiver by either party of any breach by the other party shall beconsidered as a waiver of any subsequent breach of the same or any other provisionof this Contract. The rights and remedies under this Contract are cumulative andare not exclusive of any rights or remedies provided by law.
19.9. If any provision of this Contract is or becomes invalid, illegal or unenforceable, thatprovision shall be deemed modified to the minimum extent necessary to makeit valid, legal and enforceable. If such modification is not possible, the relevant
provision shall be deemed deleted. Any modification to or deletion of a provision
under this Condition 19.9 shall not affect the validity and enforceability of the restof this Contract.
19.10. Unless it is expressly stated otherwise, this Contract does not give rise to
any rights for a third party to enforce any term of this Contract. The rights ofthe parties to terminate, rescind or agree any variation, waiver or settlement under
this Contract are not subject to the consent of any other person.
19.11. Organizer reserves the right to set off any indebtedness of Client to Organizer
against any indebtedness of Organizer to Client, regardless of whether any suchindebtedness arises pursuant to this Contract or otherwise.
19.12. Any notice or other communication given to a party under or in connection withthis Contract shall be in writing (which includes, without limitation, e-mail).

20. Governing law and jurisdiction
20.1. This Contract shall be governed by and construed in all respects in accordance withthe laws of Hong Kong SAR and the Client submits to the non-exclusive jurisdictionof the Hong Kong SAR courts for all purposes relating to this Contract.

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date(s) or when it is next staged (as applicable) in the same way that they would
have applied to the originally scheduled Event. For the avoidance of doubt, nothing
in this Condition 13.2 shall excuse Client from the payment of the Fees in accordancewith the payment terms stated in the Booking Form.
13.3. In the event that the Event is cancelled and is not reasonably expected by Organizer
to be held at any time in the next Calendar Year (or, in the case of an Event that is held
on a biennial basis, in the next two (2) Calendar Years), this Contract shall terminate
without liability provided that, at Client’s election, any portion of the Fees already paid
shall be refunded or a credit note for the amount of the Fees already paid shall be
issued and Client shall be released from paying any further portion of the Fees.
13.4. Client acknowledges and agrees that the provisions of this Condition 13 set out
Client’s sole remedy in the event of cancellation or the changing of the date(s) of
the Event and all other liability of Organizer is hereby expressly excluded.