These are the terms and conditions (Terms) on which AGI accepts your request to participate as an Exhibitor or Sponsor at the Event. References in these Terms to AGI, we, us, our or ours are references to The Association for Geographic Information Ltd (AGI) a company incorporated and registered in England and Wales with company number 02445202 and whose registered office is at Lancaster Court, 8 Barnes Wallis Road, Fareham, England, PO15 5TU. Our VAT number is 50331778. References to you, your or yours in these Terms shall be to the Exhibitor or Sponsor detailed on the Booking Form and confirmed in the Order Confirmation, and includes your employees, contractors, suppliers and agents.
In these Terms the following definitions shall apply:
Booking Form: the Sponsorship Agreement Form.
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Confidential Information: all confidential information disclosed by a party to the other party in connection with the Contract, including but not limited to, any information that would be regarded as confidential by a reasonable business person relating to the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party.
Contract: the agreement between you and us and which incorporates these Terms, the Exhibition Manual and any other terms incorporated by reference.
Event: the event specified in both the Booking Form and the Order Confirmation.
Event Platform: the virtual online platform through which the Event will take place.
Exhibition Manual: the information pack about the Event and Event Platform that we may send to you prior to the Event.
Exhibitor: the entity to which an Exhibitor Profile at the Event has been allocated.
Exhibitor Profile: the virtual stand or presence allocated to an Exhibitor on the Event Platform.
Fee: the fee agreed between you and us as confirmed in the Order Confirmation.
Force Majeure Event: any circumstance not within a party’s reasonable control including, without limitation, acts of God, flood, natural disaster, epidemic, pandemic, terrorist attack, chemical or biological contamination, collapse of buildings, fire, explosion, industrial action or failure of utility service.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order Confirmation: the email we send to you to confirm the details of your order.
Partner: any third party partner or contractor engaged by AGI and associated with the Event.
Personal Data has the meaning given in Article 4 of Regulation (EU) 2016/679 (GDPR).
Sponsor: an entity who sponsors the Event or activities in connection to the Event.
Sponsorship Rights mean any rights provided to a Sponsor as detailed in the Booking Form and Order Confirmation.
3. Booking Form
Your order must be submitted using the Booking Form. Once your order has been confirmed, an Order Confirmation will be emailed to the email address you specified in the Booking Form, at which point the Contract will commence. No Contract is formed until we send the Order Confirmation. We reserve the right to refuse any Booking Form for any lawful reason.
4. Fee and Payment
Payment of the Fee in full, in pound sterling (or in such other currency as may be stated on the Booking Form) and including any applicable VAT, charges, fees or other transactional costs, must be made within 30 days of delivery of the invoice unless the Event is due to start within 4 weeks of the date the Booking Form was submitted. In which case, payment is due immediately on delivery of the invoice. We reserve the right to add interest, accruing daily, at an annual rate of 2% on late payments.
5. Exhibitor Profile
You undertake to provide us, at your cost, all suitable material in a format and within deadlines reasonably specified by us for it to be used in the setting up of your Exhibitor Profile.
6. Sponsorship guidelines and Sponsor materials
Where your Sponsorship Rights are to be provided, you agree to abide by the Sponsor guidance here, which shall form part of your Contract. You undertake to provide us, at your cost, all suitable material including artwork of Your Marks (as defined in clause 7) in a format and within deadlines reasonably specified by us for it to be reproduced under our control for the fulfilment of your Sponsorship Rights.
7. Intellectual property
All Intellectual Property Rights in your name and logos (Your Marks), including any goodwill, shall remain your property. You will grant us and any Partner a royalty free licence to use your name and logo for the purposes of promoting, organising and running the Event; All Intellectual Property Rights to be used for promoting, advertising and marketing of the Event (Event Marks), including any goodwill associated with them, shall be the property of AGI or a Partner (as applicable) and you shall not acquire any rights in the Event Marks; All Intellectual Property Rights in any materials produced for the Event (excluding Your Marks) shall remain the property of (or be assigned to) us or a Partner. You agree to use the Event Marks and any other branding materials provided by us in accordance with any instructions provided setting out technical requirements for the reproduction of the Event Marks.
You undertake that you shall not at any time disclose to any person any Confidential Information concerning our business, affairs, customers, clients or suppliers except to your employees, contractors, representatives or advisers who need to know such information for the purposes of exercising your rights or carrying out your obligations in connection with the Contract or as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
9. Data protection
For the purposes of this clause 9, the following terms shall have the following meanings: DP Laws means the General Data Protection Regulation (EU) 2016/679 (GDPR), Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 and all other applicable laws (each as amended or repeated from time to time); and Controller, Data Subject and Personal Data shall have the meanings as defined in the DP Laws. Your Personal Data will be processed in line with our standard processes and DP Laws. We and you agree and acknowledge that: to the extent either or both of us processes Personal Data which is transferred to it by the other party, it will be deemed to be a sole Controller in respect of that processing of Personal Data, except in circumstances where a joint Controller relationship has been agreed and established, or when the recipient is acting as a Processor and has an appropriate and compliant contract in place; it will duly comply with its respective obligations both under DP Laws, and those which arise in connection with the Contract and not knowingly do or omit to do anything which would result in a breach by the other party of DP Laws; it will have in place, and maintain throughout the term of the Contract, all appropriate technical and organisational measures against unauthorised, unlawful or unintended processing, use of, access to, or theft of the Personal Data transferred to it by the other party; it shall provide all reasonable assistance to the other party in order to assist the other party to comply with its obligations under DP Laws; and in connection with any Personal Data that it shares with the other party, that it has the necessary rights under DP Laws to transfer such Personal Data and share it with the other party, and can satisfy itself that any transfers are otherwise compliant with DP Law.
In the event of any contradiction or inconsistency between the terms of this clause 12 and any term of the Contract, in respect of any processing of Personal Data the terms of this clause 12 shall prevail. This clause 9 shall be governed by and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English Courts. If it is a requirement that, under GDPR, this clause 12 must be governed by the laws of a member state of the European Union and English law shall not suffice, this clause 12 shall be governed by and construed in accordance with the laws of Ireland.
10. Cancellation and postponement
Subject to Clause 11 (force majeure) if we:
10.1.1 postpone the Event for any reason we will offer you either:
(a) the opportunity to attend the rescheduled Event; or
(b) a refund of the Fee.
10.1.2 cancel the Event we will refund the Fee.
10.2 We exclude any liability in respect of any actions, claims, losses (including, without limitation, indirect or consequential losses), damages, costs or expenses whatsoever incurred by you, your sub-contractors or agents as a result of our postponement or cancellation of an Event.
10.3 In addition to any rights contained within Clause 10.1, we may cancel your booking at any time by written notice if:
10.3.1 you materially breach the terms of the Contract;
10.3.2 we reasonably believe that your attendance at the Event or your association with us may:
(a) damage our reputation;
(b) require (or make it being reasonably prudent to require) us to incur additional costs by virtue of your attendance. At our discretion we may alternatively request that you pay for any additional costs.
10.4 If Clause 10.3.2 applies and we cancel your booking we will refund the Fee (less any reasonable costs already incurred by us at the time of cancellation) but shall otherwise not be liable for any costs, charges, fees or any losses howsoever incurred by you or any third party as a direct or indirect result of our cancellation.
10.5 No refund will apply if you cancel any Sponsorship Rights and/or your order for a Stand following the issuance of an Order Confirmation.
11. Force majeure
If we are prevented, hindered or delayed in performing any of our obligations under the Contract by a Force Majeure Event, we shall not be in breach of the Contract or otherwise liable for any such failure or delay in the performance of such obligations.
12. Liability, insurance and indemnity
Nothing within these Terms limits or excludes our liability for death or personal injury or any other matter for which liability cannot be limited at law. You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with your breach or negligent performance or non-performance of the Contract. You shall maintain in force, with a reputable insurance company, professional indemnity and public liability insurance in an amount not less than £2 million per claim and shall, on our request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium. In addition to any other limit on our liability in the Contract, our liability shall be limited to the Fee paid by you to exhibit or sponsor the Event and we shall not be liable for any loss of profits, sales, business, savings, goodwill, reputation or any indirect or consequential loss.
13. Compliance and legislation
It is your responsibility to ensure that your contractors, employees and agents, comply with all applicable laws, statutes, regulations and codes including, without limitation, health and safety legislation and AGI's code of conduct which can be found here: https://www.agi.org.uk/join-us/join-now/code-of-conduct
No variation of these Terms will be effective unless it is given in writing (including via email).
Any failure to enforce at any time any of the provisions shall not be deemed to be a waiver of our rights hereunder nor in any way affect the validity of the whole or any part of the Contract.
If any provision in these Terms is held to any extent to be illegal or unenforceable under any enactment or rule of law, that provision, or part thereof, shall to that extent, be deemed not to form part of these Terms and the remainder of these Terms shall continue in force.
17. Third Parties
The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.
Nothing in the Contract shall be deemed to constitute a partnership between you and us.
Each Contract concluded under these Terms and Conditions shall be governed by and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English Courts.
21. Entire agreement
These Terms together with any documents incorporated by reference constitute the entire Contract between you and us and replace all previous agreements, representations and understandings relating to its subject matter.