TERMS AND CONDITIONS

Textile Events (KelleyKo Ltd) Terms and Conditions

In these Terms and Conditions the following definitions apply:-
“the Exhibition Space Contract” means the Organisers’ form of agreement for the allotment of a stand at the Exhibition;
“the Authorities” means the relevant local, county and other public authorities and bodies relevant to the Exhibition;
“the Contract” means the Exhibition Stand approved by the Organisers to the Exhibitor;
“the Exhibitor” means the person, firm or company agreeing to take a stand at the Exhibition under the Exhibition Space Contract;
“the Exhibitors’ Manual” means the manual produced by the Organisers in relation to the Exhibition;
“Stand” means the table, table cloth, 4 chairs, sign and space allotted to the exhibitor by the organisers;
Space Contract;
“the Organisers” means KelleyKo Ltd;
“the Venue” means the venue where the Exhibition will take place.

2. RULES & REGULATIONS
The Exhibitor must comply with the requirements of all Authorities and where applicable with all rules and regulations issued by the owner of the Venue in force at the time of the Exhibition.

3. STAND ALLOTMENT
1. (a) The Contract constitutes a licence to exhibit and not a tenancy. The Organisers reserve the right at any time to make such alterations in the floor plan of the Exhibition as may in their opinion be necessary in the best interests of the Exhibition as a whole and to alter either or both of the shape and size of the space allotted to the Exhibitor.
2. (b) The Organisers further reserve the right at any time to substitute for the stand allotted a different stand.
3. (c) Allotment of space by the Organisers shall not imply that they accept the proposed exhibits, and the Exhibitor must ensure that exhibits on the allotted stand comply with these Terms and Conditions. The Organisers reserve the right to exclude and/or require to be removed any exhibit which in their opinion is not germane to the Exhibition. The decision of the Organisers as to the eligibility of the exhibits will be absolutely final and binding.
4. Exhibitors will not be able to erect banners and material relating to their company around their allotted space nor anywhere else in the venue unless approved by the organisers before the exhibition opens.
5. (e) The Contract is personal to the Exhibitor and may not be assigned, subcontracted or sublet by him. Neither may the Exhibitor, without having first obtained the consent in writing of the Organisers:-
1. (i) have or display on the stand or at the Exhibition the goods of any other person, firm or company; or
2. (ii) display or permit to be displayed on the stand or at the Exhibition the name or mark of any other person, firm or company or literature or other items relating to the goods or services of any such other person, firm or company.
6. (f) Notwithstanding the allocation of a stand to the Exhibitor, the Organisers reserve the right to forbid the Exhibitor to erect or occupy that or any other stand if, on the date of the opening of the Exhibition.

4. CANCELLATION BY THE EXHIBITOR
The Exhibitor may cancel the Stand, by giving not less than 30 days’ notice to expire not later than the next cancellation date. Failing to do so before 30 days prior to the show incurs a charge of 50% of the total balance. Such notice must be given in writing via email and sent to the Organisers.
For the avoidance of doubt, but save as set out in clause 6 below, the above dates and fees cannot be changed and do not relate to, and are not affected by, any payment plan that may have been agreed by the Exhibitor with the organisers for the purpose of assisting the Exhibitor with payment for their Exhibition stand space.

5. PAYMENT
1. (a) The Exhibitor shall pay the full amount within 30 days of the invoice being issued.
2. (b) If the Exhibitor fails to pay the invoice, the Organisers may at any time thereafter either:-
1. (i) by notice to the Exhibitor declare the balance remaining unpaid of the invoice immediately payable, whereupon the Exhibitor shall pay such balance to the Organisers forthwith on demand; or
2. (ii) terminate the Contract forthwith by notice to the Exhibitor served at any time after the due date in clause 4 for payment.
3. (c) If the Organisers terminate the Contract under Rule 5(b)(ii), the Exhibitor shall pay to the Organisers forthwith on demand by way of agreed liquidated damages for the loss of the Exhibitor’s booking under the Contract (but without prejudice to the Organisers’ other rights hereunder).
4. (d) The Exhibitor shall pay to the Organisers on demand interest on all sums overdue, from the due date for payment set out in clause 4 until actual payment is made, at the rate of 5% per annum.
5. (e) The stand space is inclusive of value-added tax and may be varied by the Organisers at any time to take account of any increase or decrease in the rate of value-added tax applicable to the Contract and payments to be made thereunder.
6. (f) We reserve the right to pass any outstanding debt by an Exhibitor over to our Legal Collections Agency. In this instance the full cost of the recovery of this money by the said Legal Collections Agency will be passed on in full to the Exhibitor and form part of the outstanding debt.

6. ALTERATION OF EXHIBITION DATES
The Organiser reserves the right to alter the Exhibition Dates as set out in the Exhibition Space Contract at any time provided that:
1. (i) any alteration does not result in the Exhibition being moved by more than 3 (three) months; and
2. (ii) no alteration is made to the dates within 90 (Ninty) days of the first open day of the Exhibition.
In the event of an alteration of the Exhibition Dates, the Organisers may change to the cancellation dates set out in clause 4 and the payment and dates for payment set out in the payment schedule of the Exhibition Space Contract and will notify the Exhibitor accordingly.

7. BREACH OF CONTRACT
1. (a) Without prejudice to their rights under Rule 5(b), the Organisers may terminate the Contract forthwith by notice to the Exhibitor:-
1. (i) If the Exhibitor shall in the opinion of the Organisers become or threaten to become insolvent or shall commence or suffer the commencement of proceedings against it by reason of insolvency; or
2. (ii) if the Exhibitor shall fail to make payment before the due date for payment; or
3. (iii) if the Exhibitor shall be in breach of any other of its obligations under the Contract and, if the breach is capable of remedy, shall have failed to remedy the breach within 14 days after the service of notice upon it by the Organisers specifying the breach complained of and requiring it to be so remedied.
2. (b) Termination under this Clause or Clause 5 shall be without prejudice to the rights of the parties in respect of any antecedent breach of contract or to those provisions of the Contract intended to subsist after termination.
3. (c) If the Contract is terminated by the Organisers, the Organisers shall be entitled (without prejudice to their other rights) to:-
1. (i) require the Exhibitor to remove forthwith from the Venue all property of the Exhibitor or its contractors at a time stated by the Organisers or, at risk and cost of the Exhibitor, to remove such property and deliver or dispatch it to the address of the Exhibitor; and
2. (ii) Remove on the stand a board or anything else carrying the name, title and/or marks of the Exhibitor.
4. (d) The Exhibitor shall reimburse to the Organisers on demand all legal and other costs incurred by the Organisers in connection with the termination of the Contract or the enforcement of the Organisers’ rights hereunder and any costs incurred by the Organisers in the dressing, furnishing or alteration of the stand vacated by the Exhibitor in order to maintain an orderly and visually pleasing Exhibition.
5. If the exhibitor has been untruthful about the source of the products and production of such products the Organisers reserve the right to terminate the contract or cancel applications made by the Exhibitor or Potential Exhibitor. Organisers reserve the right to ask for compensation relating to Clause 4.

8. CANCELLATION OF EXHIBITION
(a) If the Exhibition is abandoned, cancelled or suspended in whole or in part by reason of war, fire, national emergency, labour dispute, strike, lockout, civil disturbance, inevitable accident, the non-availability of the Exhibition premises, or any other cause not within the control of the Organisers, the Organisers shall be under no obligation to repay the whole or part of the stand space, and shall be under no liability to the Exhibitor in respect of any such abandonment, cancellation or suspension. In such event, the Organisers reserve the right to change the Venue for the Exhibition and to substitute the new Venue for the Venue named in the Exhibition.
If the Organisers come to believe at any time up to 14 days before the Exhibition that the holding of the Exhibition is unprofitable for the Organisers or not in the best interests of the industry concerned, the Organisers may cancel the Exhibition. If the Organisers cancel the Exhibition under this subclause, the Organisers shall promptly notify the Exhibitor of cancellation and shall within 30 days refund to the Exhibitor stand cost as may then have been paid, in full settlement of the Exhibitor’s rights against the Organiser.

9. FAILURE OF SERVICES
The Organisers will endeavour to ensure the supply of the services of the Venue but as the supply of such services is not within the control of the Organisers they shall not incur any liability to an Exhibitor for any loss or damage if any such services shall wholly or partially fail or cease to be available nor shall the Exhibitor be entitled to any allowance in respect of the amount paid by the Exhibitor.

10. INTELLECTUAL PROPERTY RIGHTS
The Organisers will not be liable for any damages, costs or other liabilities, the Exhibitor, his servants or agents may sustain in respect of the infringement of any intellectual property rights of the Exhibitor arising out of his participation in the Exhibition.

11. RIGHTS OF ORGANISERS AND VENUE OWNERS
The Organisers and the owners of the Venue or of interests therein and those authorised by them respectively have the right to enter the Venue at any time to execute works, repairs and alterations and for other purposes. No compensation will be payable to the Exhibitor for damage, loss or inconvenience so caused.

12. AMENDMENTS, APPLICATIONS AND INTERPRETATION OF THE TERMS AND CONDITIONS
1. (a) The Organisers reserve the right to add to, alter or expunge any of these Terms and Conditions at any time.
2. (b) In the event of any dispute as to the interpretation of these Terms and Conditions as a result of their translation into a foreign language, the English version shall be taken as authentic.
3. (c) Each Exhibitor must bring to the notice of all agents or contractors employed by him such of the provisions of these Terms and Conditions as may affect such agents or contractors, and any claim arising from the failure of the Exhibitor to give such notice shall be the sole responsibility of the Exhibitor concerned.
4. (d) The Exhibitor participation should be in accordance with and governed by English law and the parties submit to the exclusive jurisdiction of the English Courts.
5. (e) All agreements, consents, notices, individual permits and special arrangements must be in writing, signed by the party or parties giving the same and, in the case of service on the Exhibitor, may be served by email and stating with confirmation in writing from the Organisers. Any communication so transmitted shall be deemed to be served on the day of transmission provided.

THE EXHIBITION

13. OPENING HOURS
(a) The Exhibition will be open to visitors daily for the period and during the opening hours stated in the Exhibitors Manual.
(b) All dust covers must be removed and stands ready for display purposes by the readiness time stated in the Exhibitors Manual on each open day. No Exhibitor products shall be removed from their positions until the close of the Exhibition without the Organisers’ permission, nor shall any stand be covered up or closed during the Exhibition before the official closing time.

13. ADMISSION TO THE EXHIBITION
1. (a) The Organisers reserve the right to expel from or refuse to admit to the Exhibition premises any person at any time.
2. (b) The Organisers will issue official badges and no other form of admission ticket will be valid.

14. PASSES
No Exhibitor will be admitted to the Exhibition without producing to the gate officials the Exhibitor’s badge issued to him/her by the Organisers, who reserve the right, at their discretion, to withdraw the pass issued to any person if complaints have been received concerning that person’s conduct.

15. GANGWAYS
It is the responsibility of the Exhibitor to ensure that gangways in front of the allocated stand are kept free from obstruction during the whole of the time the building is open for the purpose of the Exhibition.

16. DIRECTIONAL SIGNS
The Organisers reserve the right to affix stand numbers or directional signs on any stands in any position.

17. ADVERTISING IN THE VENUE
The Exhibitor is not allowed to place or affix advertisements anywhere in the building. Exhibitors should only distribute matter in relation to their own goods. Such matter may only be distributed from the allotted stand. Distribution of such matter from gangways or any areas outside the allotted stand is not permitted.

18. OFFICIAL BROCHURE
An official brochure will be issued. The Organisers will not accept responsibility for any omission, misquotations or other errors which may occur in the compilation of the brochure.

EXHIBITING

19. ELIGIBILITY OF EXHIBITS
1. (a) Exhibits must fall within the defined scope of the Exhibition and may represent all forms of textiles, garments, accessories, prints and vintage related to the Exhibition as approved by the Organisers. Exhibitors may be asked to provide details of the types of products or service they intend to display.
2. (b) Exhibitors are not allowed to sub-let the stand allotted to them nor to permit the stand to be utilised by any other person or company without the Organisers prior consent.

20. CONDUCT OF EXHIBITORS
Every Exhibitor shall ensure that the allotted stand is open to view and staffed by competent representatives during the Exhibition hours. In the event of an Exhibitor failing to open the allotted stand or uncover exhibits thereon, the Organisers may do so or arrange for the stand and exhibits to be removed and the Exhibitor shall be liable for any charges that may thereby be incurred. The Organisers will not be liable for any losses, including consequential losses, sustained by the Exhibitor as a result of this action.
Exhibitors and all persons for whom they may be considered responsible in any way whatsoever, must conduct themselves in such a manner as shall not be objectionable to any other Exhibitor, Exhibitor’s employee, visitor or the Organisers, and shall not create any disturbance or obstruction. Any person who does not comply with these requirements shall be liable, at the discretion of the Organisers, to be removed from the Exhibition buildings and refused re-admission during the period of the Exhibition.
Exhibitors should only distribute advertising matter in relation to their own goods. Such matter may only be distributed from the allotted stand. Distribution of such matter from gangways or any areas outside the allotted stand is not permitted.

21 LIABILITY
(a) The Exhibitor exhibits entirely at its own risk and the Organisers accept no liability, including negligence, to the Exhibitor arising out of or in connection with the Exhibition or the acts or omissions of the Organisers or its officers, servants, subcontractors, agents or visitors in relation thereto save as regards the contractual obligations of the Organisers hereunder.
2. (b) All conditions and warranties, express or implied, statutory or otherwise, in relation to the performance by the Organisers of its obligations hereunder are hereby excluded except as expressly stated herein.
3. (c) The liability of the Organisers, whether in contract or in misdeed (including negligence), and any liability the Organisers may have for the acts or omissions of its officers and servants in relation to such contractual obligations, arising out of or in connection with the performance of its contractual obligations hereunder shall not exceed one half of the Payment actually paid by the Exhibitor to the Organisers under the Contract. The Organisers shall in no event be liable for any indirect or consequential loss of profit.
4. (d) The Organisers have no liability to the Exhibitor for the performance by other persons at the Exhibition of their obligations to the Organisers.
5. (e) The Exhibitor shall hold harmless and indemnify the Organisers from and against all actions, proceedings, losses, claims, demands and liabilities (including costs on an indemnity basis) suffered or incurred by the Organisers arising out of or in connection with any act or omission of the Exhibitor or its officers, servants, contractors, agents or visitors.
6. (f) The provisions of this clause shall not apply to exclude or restrict the liability of the Organisers for death or personal injury resulting from negligence of the Organisers.

25. INSURANCE
(a) It is the responsibility of the Exhibitor to ensure that it takes out and maintains insurance to cover its losses or liabilities arising out of or in connection with the Exhibition including:
1. (i) insurance of the Exhibitor’s property;
2. (ii) liability for injury sustained by employees or third parties.
3. (iii) liability for loss or destruction of or damage to property of the Venue, the Organisers and any third party; and
(iii) insurance against losses arising out of the cancellation of the Exhibition due to causes beyond the control of the Organisers.
2. (b) The Organisers have arranged for insurance to be made available to persons exhibiting at the Exhibition by the party named in the Exhibition Space, such insurance to be at the request and cost of the person requiring insurance.

SERVICES
26. CATERING
All food and drink for serving on Stands or to be consumed within the Venue must be obtained from the official Venue Caterer.

27. CLEANING
Exhibitors are responsible to the Organisers for seeing that their stand is maintained in a clean state throughout the period of the Exhibition.

28. SHELL STANDS

STAND DESIGN & CONSTRUCTION
1. (i) The stands, which will be provided by the Organisers, will be in accordance with the specification given in the Exhibitors’ Manual which will be sent to all Exhibitors. The conditions governing all additional construction work are also contained in the Exhibitors’ Manual.
2. (ii) All additional stand fitting must be contained within the Shell stand structure, i.e. no fittings may exceed the height specified by the Organisers.

29. DELIVERY OF EXHIBITS
Deliveries must be arranged to ensure that all parcels are installed and arranged before opening to visitors.
Exhibitors must comply with the Build-up Timetable and Delivery Schedule published in the Exhibitors’ Manual.
The Organisers reserve no liability concerning delivery of material regarding the exhibitors stand.

30. REMOVAL OF EXHIBITS
All exhibitors and other property of the Exhibitor, his servants, agents, employees and contractors, must be removed from the Exhibition premises before the time and date specified in the Exhibitors Manual and the Organisers shall be entitled, if, in their reasonable opinion, the Exhibitor will be unable for any reason to comply with this condition, to remove and despatch such exhibits and property at the risk and expense of the Exhibitor to the address of the Exhibitor stated on the Contract.
Exhibitors, their agents or contractors, are responsible for the complete removal from the Venue and outside areas of all goods and materials used by them, together with all rubbish. Should any Exhibitor, agent or contractor fail to remove any rubbish within the time stipulated, then the Exhibitor shall indemnify the Organisers in respect of any claim thereby occasioned for failure to give possession of any part of the Venue on the due date, and the Organisers shall be entitled but not obliged to remove such materials as they consider necessary. The Exhibitor shall be liable for all loss and costs thereby occasioned. The Organisers reserve the right to specify the time at which individual stands shall be removed. Notwithstanding instructions issued specifically for the closing night of the Exhibition, the security of exhibits during the remaining time of the break down period is wholly the responsibility of the Exhibitor, his agent or contractor and the Organisers will not be responsible for any loss or damage that occurs.

31. DILAPIDATIONS
Exhibitors are responsible for the cost of making good, restoring or renewing in all cases of damage or dilapidation to the Venue or any part thereof, whether caused by themselves, their agents or contractors or by any person or persons employed or engaged on their behalf by any such agent or contractor.
Exhibitors occupying Shell stands are also responsible for the cost of making good, restoring or renewing any damage or dilapidation to Shell stand structures, floor coverings, light fittings, or any part thereof, whether caused by themselves, their agents or contractors or by any person or persons employed or engaged on their behalf by any such agent or contractor. The cost of making good damage will be assessed by the Shell stand Contractor and charged to the Exhibitor. The Organisers in conjunction with the Venue, will inspect every site before erection and after demolition of the stand.
Dilapidations include (by way of example only) marks caused by paint, distemper, mortar or any other adhesive substance, bolt, screw or nail holes; battens, boarding, or any other material or substance attached or adhering to walls, floors or any parts of the building; loose wire or other things left behind. The cost of making good will be assessed by the Venue and charged to the Exhibitor by the Organisers. In their own interests, Exhibitors should satisfy themselves as to the condition of their site, both before erection and after clearance.