1. Definitions

In these Conditions, the following terms have the following meanings:

1.1. Contract: the contract established between the Client and the Organiser upon the Client accepting the offer of the Organiser to participate, upon these terms and conditions in the event.

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 the Booking Form; 1.4. Closing Date: the last date on which the Exhibition is scheduled to be ‘open’/accessible;

1.5. Conditions: these terms and conditions;

1.6. Contract: together, these Conditions and the Booking Form;

1.7. Data Protection Law: all national, international or other laws related to data protection and privacy that are applicable to any territory where Organiser or Client processes personal data, where the Exhibition takes place, where any element of the Package is provided and/or where Organiser or Client is established;

1.8. Exhibition: the in-person exhibition, the virtual exhibition, conference or talks, show or other event organised by Organiser via the event platforms as set out in the event brochure;

1.9. Exhibitor/Sponsor: the Client/Company described in the contract and includes all employees, contractors and agents of such company and shall also include permitted sub-licensees of the company;

1.10. Exhibition/Venue Operator: the owner/proprietor/operator/manager of the exhibition venue;

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 the Organiser’s reasonable control (including, without limitation, governmental regulations or action, imposition of sanctions, embargo, military action, acts of terrorism or war, civil commotion or riot, epidemic, pandemic, fire, acts of God, flood, drought, earthquake, natural disaster, royal demise, third party contractor/supplier failure, venue damage or cancellation, industrial dispute, interruption/failure of utility service or nuclear, chemical or biological contamination);

1.13. Live Events: includes any entity whose ultimate parent company is Live Events (Pty) Ltd;

1.14. Intellectual Property Rights: trademarks, trading names, domain names, logos, rights in design, copyrights, database rights and all other intellectual property rights or analogous rights, whether registered or unregistered, anywhere in the World;

1.15. Manual: any manual, service kit or guide provided to Client by Organiser in respect of the Exhibition, as updated by Organiser from time to time;

1.16. Materials: all content, materials and other information that is provided by Client, its Personnel or otherwise on Client’s behalf in connection with any element of the Package (including, without limitation, its name, profile, any logos, copy and other artwork);

1.17. Opening Date: the first date on which the Exhibition is scheduled to be open to members of the public;

1.18. Organiser: Live Events (Pty) Ltd; 1.19. Package: the Space and/or Sponsorship and/or Marketing package purchased by Client in relation to the Exhibition set out in the Booking Form, as may be updated by the parties from time to time;

1.20. Personnel: any employee, consultant, agent, other representative or contractor (or any employee, consultant, agent, or other representative thereof) engaged or employed by a party in connection with the Exhibition;

1.21. Platform: means the physical venue or the operating system environment/online platform on which the virtual event is held;

1.22. 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 to personal data;

1.23. Space: any physical or virtual exhibition space allocated to Client by the Organiser for the purpose of the event on the Platform;

1.24. Sponsorship: any sponsorship or promotional element of the Package set out in the Booking Form (which may include, without limitation, advertisements); and

1.25. Website: the Exhibition website made available by the Organiser on which the virtual Exhibition will take place via the Platform.

2. Package

2.1. Once submitted to Organiser, a Booking Form constitutes an offer to purchase a Package in accordance with these Conditions and is irrevocable by Client. The submission of a Booking Form does not guarantee that Client will be: (i) permitted to exhibit at or otherwise participate in the Exhibition, (ii) assigned to a particular section or location within the floorplan (physical or virtual), and/or (iii) provided with the actual amount of Space and/or Sponsorship requested. Organiser reserves the right to reject any Booking Form. A binding contract shall only come into effect when written confirmation (whether by email or otherwise) of acceptance is sent by the Organiser to Client. Except as set out in these Conditions, no variation of this Contract, including, without limitation, any updates to the Package, shall be effective 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 stated in the Booking Form. Payment of the Fees into Organiser’s designated bank account only shall satisfy Client’s payment obligations under this Contract. Without prejudice to any other right or remedy it may have, if Organiser does not receive the Fees into Organiser’s designated bank account, in cleared funds, by the due date for payment, Organiser shall be entitled to: (i) refuse Client and its Personnel access to the Platform for the Exhibition, and/or (ii) refuse to provide any element of the Package. Where Organiser takes any such action, Client shall not be entitled to a refund of any portion of the Fees it has already paid in respect of the Package and the remaining Fees shall remain due and payable in full.

3.2. It is the intent of the parties that Organiser shall receive the Fees net of all applicable taxes, including, without limitation, VAT, GST, sales, service or withholding taxes (Taxes), all of which shall be paid solely by Client. If and to the extent that any Taxes are levied upon, or found to be applicable to, the whole or any portion of the Fees, the amount of the Fees shall be increased by an amount necessary to compensate for the Taxes (including, without limitation, any amount necessary to “gross up” for Taxes levied on the increase itself).

3.3. The total cost represents the payment for the site, shell, customised package, where indicated, details of which are set out in the Contract. All other goods and services required by the Exhibitor including (without limiting the aforegoing generality) any charges incurred or disbursements made by the Organiser on behalf of or for the benefit of the Exhibitor, shall be paid for and/or reimbursed to the Organiser on presentation of invoice.

3.4. The non-receipt of a statement or invoice by the Client shall not be a cause for the Client to withhold any payment due and payable to the Organiser.

3.5. If the party signing this Contract on behalf of the Client has not been authorised to do so, the Client hereby agrees that in such case its members, directors or partners as the case may be, shall be liable for all obligations in terms of this contract.

4. Client’s general obligations

4.1. Client shall comply with: (i) all laws (including, without limitation, all laws relating to anti-bribery, anti-corruption and trade sanctions), (ii) all rules, regulations and instructions issued by Organiser in connection with any element of the Package (including, without limitation, in relation to security requirements), and (iii) the provisions of the Manual, including, without limitation, all operational requirements stated therein.

4.2. Client warrants, represents and undertakes that: (i) it has the right, title and authority to enter into this Contract and perform its obligations hereunder, and (ii) the person signing or otherwise legally accepting this Contract on behalf of Client has the requisite authority to do so.

4.3. Client, its Personnel and Contractors must not: (i) act in any manner which causes offence, annoyance, nuisance or inconvenience to Organiser and/or any other attendee of the Exhibition, and/or (ii) do anything which might adversely affect the reputation of Organiser and/or the Exhibition.

4.4. Client shall co-operate, in good faith, with Organiser in all matters relating to the Package and/or the Exhibition. Without limitation, Client shall provide Organiser with all information as Organiser may reasonably request in respect of the Package and shall ensure that such information is accurate.

4.5. Client is solely responsible for obtaining passports, visas and other necessary documentation for entry into the country or territory where the Exhibition is held. If Client and/or its Personnel cannot attend the Exhibition due to a failure to obtain such documentation, the Fees shall remain due and payable in full.

4.6. Client is solely responsible for obtaining any licences or other necessary consents required for Client to advertise and display its products, services and/or Materials within the Exhibition.

4.7. 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 Exhibition, and (ii) displayed on the Exhibition website. Although Organiser shall take reasonable care in any such publication/display, it shall not be liable for any errors, omissions or misquotations that may occur.

4.8. Client shall: (i) provide Organiser with all Materials within any deadlines specified by Organiser, and (ii) comply with Organiser’s specifications and technical requirements in relation to all Materials. If Client does not, Organiser reserves the right to refuse to print or otherwise use any or all of the Materials (but all Fees in respect of the Package shall remain due and payable in full).

4.9. Client warrants, represents and undertakes that the Materials are: (i) accurate and complete, (ii) Client’s own original work (of which Client is the copyright owner) or that Client has gained copyright and any other applicable clearance from any relevant third party (including the copyright owner), in each case such that Client has the right to make the Materials available to Organiser for all the purposes specified in this Contract 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, and (v) if provided in digital form, free from any viruses and any other malware or corrupting elements of any kind and that they shall not cause any adverse effect on the operation of any of the Organiser’s system, publication, website, platform, media or other property and/or on any users of any of the foregoing.

4.10. Client acknowledges and agrees that all usernames and passwords used to access the Website or Platform 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 and remain liable for the acts and omissions of any person using such usernames and/or passwords. Client shall notify Organiser immediately of any unauthorised use of any usernames and/or passwords or any other breach of security regarding the Website that comes to its attention.

4.11. 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 constitute confidential information of Organiser and Client undertakes that it shall not at any time disclose the same to any third party.

4.12. Client is required to be adequately insured in relation to its activities under this Contract. The Company is advised to procure appropriate insurance to cover theft, public liability, damage to property and effects, personal injury, consequential loss and such other risks. The Organiser cannot be held responsible for any loss or damage.

5. Data protection

5.1. Each party acknowledges and agrees that it is responsible for its own processing of personal data in connection with this Contract (and, where applicable, the parties agree that each party acts as a data controller for the purposes of the General Data Protection Regulation. Each party shall: (i) only process personal data in compliance with, and shall not cause itself 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 a Reportable Breach relating to the processing of personal data in connection with this 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 with the other party in respect of any communications 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 response to the same. Organiser collects, uses and protects personal data in accordance with its privacy policy, which can be found here: https://fertilityshowafrica.co.za/privacy-policy-2/.

5.2. Without prejudice to the generality of Condition 5.1, Client acknowledges and agrees that if it receives any list containing personal data from Organiser as part of the Package (a Data List), it shall: (i) keep the Data List confidential and not disclose it to any third party, (ii) only use the Data List for such purpose(s) as has been agreed with Organiser in writing, (iii) securely delete or put beyond use the Data List by such time as has been agreed with Organiser in writing or such time as is required by Data Protection Law, whichever is earlier, and (iv) provide Organiser with reasonable details of any enquiry, complaint, notice 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 Organiser in respect of Client’s response to the same. Client acknowledges and agrees that Organiser shall only be obliged to provide Client with all or part of any Data List to the extent that it is legally permitted to do so and Organiser shall not be liable to Client if the volume of personal data provided to Client is less than anticipated as a result of Organiser’s compliance with Data Protection Law.

6. Specific terms relating to space, exhibits and construction of site

6.1. Organiser shall be responsible for the development and set-up of the Exhibition, the Website and the Platform. Organiser reserves the right at any time to make such alterations to the Exhibition, Website and/or the Platform in its absolute opinion as it considers to be in the best interests of the Exhibition.

6.2. Client undertakes to be responsible for the set-up of Client’s own in-person and virtual exhibition stand (if applicable).

6.3. Client shall not permit the display of any products, services and/or Materials that do not exclusively relate to Client’s own commercial activities. Organiser reserves the right, without liability and without prior notice, to remove any display which Organiser considers in its reasonable opinion (i) contravenes any law, (ii) 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.

6.4. Client may not share the Space with any third party without the prior written consent of Organiser (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 Organiser). If and to the extent that Client is permitted to share the Space, Client shall procure that any Space sharer and any Space sharer’s Personnel comply with this Contract, provided that Client shall remain 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 any party with whom the same). Notwithstanding any approved Space sharing arrangement, Client shall itself remain fully and wholly liable for the full amount of the Fees.

6.5. The Organiser shall be entitled to issue written directives from time to time regarding methods and materials of construction, stand layout, design and quality of installation and the Client shall timeously comply with such directives.

6.6. Unless otherwise agreed to in writing, movements of exhibits in and out of the exhibition venue must be handled by the official contractors nominated for the Exhibition.

6.7. No exhibit will be allowed into or out of the exhibition venue without an official delivery order or clearance document.

6.8. The Client must make its own arrangements for transportation of exhibits and packaging materials.

6.9. The Client must ensure that its displays/exhibits are properly spread and do not exceed the maximum load limitations for the exhibition venue.

6.10. Stand assembling, installation and decoration must be carried out within the time limits specified by the Organiser and must in any case be completed by the stipulated time on the day preceding the event opening.

6.11. All exhibits and stand furnishings must be confined to the area of the exhibition space.

6.12. Any advertising literature must be distributed from the Client’s stand only unless otherwise agreed to by the Organiser.

6.13. The Organiser/exhibition venue personnel reserve the right to remove at the Client’s expense any exhibits or publicity materials which they consider is hazardous, illegal, immoral, undesirable, inappropriate, harmful, offensive, obscene or otherwise objectionable to the organiser/exhibition venue or is not conforming to the theme of the event.

6.14. All fire, electrical and safety laws and regulations of the exhibition venue must be strictly observed. The Client acknowledges that in respect of any construction to be performed on the site whether by the Client or through its employees or whether to be performed by contractor(s) engaged for such purpose by the Client, the Client acknowledges that it and its contractor is at all times subject to the duties as prescribed in the Occupational Health and Safety Act No. 85 of 1993 (as amended) and agrees to ensure that all work will be performed and all machinery and parts will be utilised in accordance with the said Act.

6.15. Aisles, fire exits, fire protection systems and security systems must be kept clear and accessible at all times.

6.16. No storage behind exhibits is provided or permitted.

6.17. All aisles, including those within pavilions, must be a minimum of three metres or as prescribed by the appointed health safety officer of the Exhibition.

6.18. All materials used in the construction and decoration of exhibition stands shall be flame retardant in accordance with local regulations and be subject to inspection by the exhibition venue personnel or their appointed agent.

6.19. Electricity, whether from the mains, batteries or generators shall be supplied only by the exhibition venue. Connections into permanent distribution boxes may be made only by the exhibition venue or its official contractor. The official electrical contractor will be solely responsible for the installation of the electrical cables and necessary switchgear between the mains supply and each individual exhibitor’s requirements.

6.20. The Organiser reserves the right to disconnect any installation, which in their opinion, is dangerous or likely to cause annoyance to visitors or other exhibitors.

6.21. Display of any working or moving exhibits must have the prior written approval of the Organiser.

6.22. Precautionary measures such as the provision of guards or others means of protection must be taken to protect the public from such moving or working exhibits. Moving or working exhibits shall only be demonstrated or operated by persons authorised by the Client and shall not be left running in the absence of such persons.

6.23. Authorisation must be obtained prior to any telecasting, broadcasting, or use of radio transmitting equipment.

6.24. The use of devices which produce sound must comply with the maximum permitted noise level stipulated by the Organiser. If despite repeated requests by the Organiser, to keep the volume of the equipment down, is not adhered to by the Client, the Organiser reserves the right to: i) switch off the power supply ii) close the exhibit space.

6.25. The Organiser shall at all times be entitled to free and undisturbed access to the stand during the preparation and use thereof by the Client.

6.26. The stand shall be prepared and the installation shall be constructed to a standard at least equal to the general standard of the event.

6.27. After completion of the installation, the Organiser shall be entitled to require the Client to make such additions or changes to the installation, as it in its discretion requires.

6.28. Ownership in and to the exhibition stand system shall not pass to the Client nor shall the Client enjoy any rights in respect of the system save and except those specifically granted to it in terms hereof.

6.29. During the course of the exhibition, the exhibitor shall maintain the stand system in good order and condition and shall follow all of the Organiser’s instructions with regard to the use and care thereof.

6.30. Upon the termination of the exhibition the Client shall return the stand system to the Organiser in good condition, fair wear and tear excepted.

6.31. Any space/stand not claimed and occupied before 09:00 on the first show day, will be reassigned without refund.

6.32. The Organiser will not discount or refund any facilities not used or required.

6.33. The erection and removal of stands, materials and exhibits must take place within the time limits specified by the exhibition venue. Repairs or alterations by removal or addition of materials may be carried out only when the premises are closed to the public and with the agreement of the Organiser.

6.34. At such time after the close of the exhibition as the Organiser may specify or on sooner termination of the contract, all exhibits shall be removed and cleared from the exhibition space and vacant possession of the exhibition space shall be delivered to the Organiser in as good and clean order and condition as it was when initially licensed out.

6.35. Any property remaining after the last day designated by the Organiser may be sold or otherwise disposed of by the Organiser at the Client’s expense.

6.36. No exhibits may be removed from the exhibition venue before the Exhibition ends, without the written consent of the Organiser.

6.37. All stands must be manned by authorised representatives of the company during the exhibition hours and should wear accreditation badges specified by the event.

6.38. No exhibitor may alter or in any way affect the structure or fixtures of the exhibition venue. Client will pay the cost of making good any damage caused to the exhibition venue or its fixtures by themselves and/or their contractors or sub-contractors.

6.39. The Client shall not use any form of visual or vocal apparatus on the stand, which cause an annoyance or nuisance to other Exhibitors, the Organiser or the landlord, or demonstrate any product, which produces excessive noise.

6.40. The Client shall only be entitled to distribute literature and printed matter from its stand and shall not be entitled to distribute same anywhere else at the exhibition without the Organiser’s written consent.

6.41. The Client shall not be entitled to cede, assign, transfer, make over, sublet or alienate any of its rights in terms of this agreement without the prior written consent of the Organiser.

6.42. The Client shall keep the stand open and adequately staffed whenever the exhibition is open to the public.

6.43. The nature of the services to be provided to the stand or the exhibition site shall be in the sole and absolute discretion of the Organiser.

6.44. If it is intended to utilise a custom built stand, the Organisers must be advised and such advice must include full details and stand dimensions. This information must be received by no later than 30 days prior to event commencing. All display construction requires the approval of the Organiser.

6.45. A pro rata fee will apply if any construction occupies space outside the specified space as indicated on the floor plan.

6.46. The Organisers will not discount or refund for any facilities not used or required.

6.47. The Company is advised to procure appropriate insurance to cover theft, public liability, damage to property and effects, personal injury, consequential loss and such other risks. The Organiser cannot be held responsible for any loss or damage.

6.48. If Client and/or any of its Personnel is in breach of this Contract, Organiser reserves the right without liability to terminate Client’s access to the Platform.

7. Use of the Website / Online Platform

7.1. Client must not:

7.1.1. resell, sub-license, rent, lease, transfer or attempt to assign the rights in the Website and/ or any Materials (in whole or in part) to any other person;

7.1.2. use the Website in any manner other than in compliance with applicable laws and these Terms;

7.1.3. infringe Organiser’s intellectual property rights or those of any third party in relation to its use of the Website;

7.1.4. knowingly transmit, send or upload any data that contains viruses, Trojan horses, worms or any other harmful programs or similar computer code;

7.1.5. use the Website in a way that could damage, disable, overburden, impair or compromise Organiser’s systems or security or interfere with other users;

7.1.6. interfere with, manipulate, damage or disrupt the Website.

7.2. Organiser cannot guarantee that the Website will operate continuously, securely, without

7.2.1. errors or without interruption and Organiser does not accept any liability for its temporary unavailability or for any viruses or other harmful components.

7.3. Client must not attempt to interfere with the proper working of the Website (for example, by attempting to circumvent security or tamper with, hack into or otherwise disrupt any computer system, server, website, router or any other Internet connected device).

7.4. Organiser reserves the right at any time, and without notice to Client, to:

7.4.1. make changes or corrections and to alter, suspend or discontinue any aspect of the Website;

7.4.2. vary the technical specification of the Website;

7.4.3. temporarily suspend Client’s access to the Website for the purposes of maintenance or upgrade; and withdraw any of the Materials (or any part thereof).

7.5. Organiser does not guarantee or warrant that any content available for downloading from the Website will be free from infections, viruses and/or other code that has contaminating or destructive properties. Client is responsible for implementing sufficient procedures and virus checks to satisfy its particular requirements for the accuracy of data input and output.

7.6. Client acknowledges and agrees that use of the Website shall be further subject to any website terms of use and/or fair or acceptable use policies indicated on the Website.

8. Specific terms relating to Sponsorship

8.1. Although Organiser 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, the Organiser cannot guarantee any exact colour matches in its incorporation of Materials and any colours used in Materials are for graphic and textual guidance only. All Materials are subject to the approval of Organiser (however, notwithstanding any such approval, Client shall have sole responsibility and liability in respect of such Materials). Organiser reserves the right to reject any Materials at any time after receipt. Organiser shall use its reasonable endeavours to provide the Sponsorship in the size, position and manner as specified in the Booking Form, but shall not be liable where reasonable modifications are made.

8.2. Client hereby grants to Organiser 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 Exhibition. Client acknowledges and agrees that, in view of the time and cost required in preparing such materials, in circumstances where this Contract is terminated Organiser 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 Exhibition cannot reasonably be justified by Organiser.

8.3. If Client and/or any of its Personnel is in breach of this Contract, Organiser reserves the right without liability to refuse to use any Materials or provide any element of the Sponsorship.

9. Limitation of rights granted

9.1. Client’s rights in relation to the Exhibition and the Package are strictly limited to those set out in this Contract. Client shall be permitted to advertise on its own website the fact of its attendance and participation in the Exhibition, including, without limitation, by providing a web link to the Exhibition’s website, provided that Organiser 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 Exhibition, and/ or (ii) otherwise promote or advertise its association with the Exhibition and/ or Organiser, except as expressly stated herein or with the prior written consent of Organiser.

9.2. Nothing in this Contract shall be construed as granting to Client any right, permission or licence to use or exploit the Intellectual Property Rights of any member of the Organiser.

10. Cancellation and changing the date(s) of the Exhibition by Organiser

10.1. Notwithstanding any other provision of this Contract, Organiser reserves the right without liability at any time and for any reason to make reasonable changes to the format, content, opening hours, duration, dates and timings of the Exhibition. If any such changes are made, this Contract shall continue to be binding on both parties, provided that the Package shall be amended as Organiser considers necessary to take account of the changes.

10.2. Organiser reserves the right to cancel or change the date(s) of the Exhibition at any time and for any reason (including, without limitation, if a Force Majeure Event occurs which Organiser considers makes it illegal, impossible, inadvisable or impracticable for the Exhibition to be held).

10.3. In the event that the date(s) of the Exhibition are changed to new date(s) that are within twelve (12) months of the originally scheduled Opening Date of the Exhibition, or where the Exhibition is cancelled but is reasonably expected by Organiser to be held at any time in the next Calendar Year, this Contract shall continue in full force and effect and the obligations of the parties shall be deemed to apply to the Exhibition on the new dates or when it is next staged (as applicable) in the same way that they would have applied to the originally scheduled Exhibition. For the avoidance of doubt, nothing in this

Condition 10.2 shall excuse Client from the payment of the Fees in accordance with the payment terms stated in the Booking Form.

10.4. Where the Exhibition is cancelled and is not reasonably expected by Organiser to be held in the next Calendar Year, the terms of this Condition shall apply:

10.4.1. if the Exhibition is cancelled other than as a result of a Force Majeure Event, 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;

10.4.2. if the Exhibition is cancelled as a result of a Force Majeure Event, this Contract shall terminate without liability provided that: (i) Organiser shall be entitled to retain an amount equal to 50% of the total Fees (the Revised Fees) from any portion of the Fees already paid or, where no Fees have been paid or where the portion of the Fees already paid is less than the Revised Fees, Organiser shall be entitled to submit an invoice in respect of the balance (or the whole as the case may be) of the Revised Fees, which shall become immediately due and payable, and (ii) after the deduction of the Revised Fees, at Client’s election, any portion of the Fees already paid shall be either refunded or a credit note issued for the amount of Fees already paid and Client shall be released from paying any further portion of the Fees.

10.5. Client acknowledges and agrees that the provisions of this Condition 10 set out Client’s sole remedy in the event of cancellation or the changing of the date(s) of the Exhibition and all other liability of Organiser is hereby expressly excluded.

11. Cancellation by Client

11.1. The application for the Package is irrevocable by Client and Client has no rights to cancel this Contract, without the written consent of the Organisers.

11.2. In the event of the Organiser agreeing to any request for release from the contract, the Exhibitor shall be liable for all or part of the total costs stated in the contract overleaf, on the following scale:

11.2.1. Cancellation 271 days or more before exhibition: 15% of cost

11.2.2. Cancellation 270-181 days before exhibition: 40% of cost

11.2.3. Cancellation 180-121 days before exhibition: 60% of cost

11.2.4. Cancellation 120-60 days before exhibition: 80% cost

11.2.5. Cancellation 60 days or less before exhibition: full cost

11.3. No refunds will be made for cancellations after this date. After space has been confirmed and accepted, a reduction in space is considered a cancellation and will be governed by the above cancellation policy.

11.4. Reduction in space can result in relocation of exhibit space at the discretion of the Organiser.

11.5. Any space/ stand not claimed and occupied before 09:00 on the first show day, will be reassigned without refund.

12. Termination

12.1. Organiser may terminate this Contract without liability immediately at any time by written notice to Client if Client: (i) has committed a material breach of any of its obligations under this Contract or any other agreement between any member of the Organiser and Client and either such breach is irremediable or Client has not remedied such breach (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 Exhibition or any element of the Package being provided on a scheduled date), (ii) goes into liquidation, is declared insolvent, 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 Exhibition and/or Organiser into disrepute. Without prejudice to any other right or remedy it may have, in the event that Organiser terminates this Contract pursuant to this Condition

12.1, Organiser shall not be required to refund any Fees received from Client and Organiser 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.

12.2. Organiser may terminate this Contract without liability immediately at any time by written notice to Client if Organiser: (i) determines in its absolute discretion that the provision of the Package to Client is not in the best interests of the Exhibition and/or not in Organiser’s legitimate commercial interests, (ii) is required by any law or instructed by any financial institution to cease trading with certain individuals/entities and/or in certain geographical locations, and/or (iii) decides to cancel the Exhibition and does not wish for this Contract to continue in full force. In the event that Organiser terminates this Contract pursuant to this Condition 12.2, 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 the event of termination by Organiser under this Condition 12.2 and all other liability of Organiser is hereby expressly excluded.

12.3. This contract may be terminated by the Organisers by notice to the Company upon the occurrence of any of the following events:-

12.3.1. The exhibition venue and/or the exhibition space becomes unfit for occupancy and use.

12.3.2. The holding of the exhibition or the performance of the contract by the Organiser is substantially or materially interfered with due to cause or causes not within the control of the Organiser.

12.3.3. The Organiser is not satisfied that proper use is being made of the exhibition space during the installation period or at any time during the term of the event.

12.3.4. The Client is, for any reason, unable to utilise the exhibition space allocated to it;

12.3.5. The Client is in breach of any of these terms and conditions or any applicable local legislation, rules or regulations.

12.4. If the Client withdraws, for whatever reason, its participation in the event at any stage, the terms and conditions described in cancellation and breach will be applied and the Organiser reserves the right to claim for any loss or damages suffered by them as consequence thereof.

12.5. The Organiser shall be at liberty to allot the space booked by that Client to any other company without any compensation/refund to the Client.

12.6. Upon termination of this contract for whatever reason, all of the Client’s property should be removed by the Client from the exhibition space immediately failing which such property shall be removed and the exhibition space cleared by the Organiser at the Client’s’s expense. The Organiser reserves the right to exercise a general lien over any property of the Client in the exhibition venue in respect of all monies, of whatsoever nature, including in respect of claims for damages, which may at any time be due or payable by the Client to the Organiser in connection with the event.

12.7. Upon any termination of this Contract, without prejudice to any other right or remedy it may have, the Organiser reserves the right without liability to suspend Client’s access to the Platform. Organiser shall be free to re-sell any aspects of the Package as it shall deem fit.

13. Liability and indemnity

13.1. Organiser does not make any warranty as to the Exhibition 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 Exhibition, (ii) the number of exhibitors, sponsors or attendees participating in the Exhibition, and/or (iii) the benefit or outcome (commercial or otherwise) that Client may achieve as a result of participating in the Exhibition and/or purchasing any element of the Package. Except as set out in these Conditions, to the fullest extent permitted by law, Organiser excludes all terms, conditions, warranties, representations and undertakings relating to the Exhibition and the Package that are not expressly stated herein.

13.2. A link to any other website within the Website does not mean that Organiser endorses or accepts any responsibility for the content, or the use of, such website and Organiser shall not be liable for any loss or damage caused or alleged to be caused by or in connection with use of, or reliance on, any content, goods or services available on or through any other website.

13.3. Subject to Condition 13: (i) Client expressly assumes all risks associated with, resulting from or arising in connection with Client’s participation in the Exhibition, (ii) Organiser shall not be liable to Client for any indirect, consequential, special, incidental or punitive loss or damage, loss of profits, loss of business, loss of opportunity, loss of goodwill, loss or corruption of data or any other type of economic loss or damage, and (iii) Organiser’s maximum aggregate liability to Client under this Contract or otherwise in connection with the Exhibition and/or the Package, howsoever arising, shall be limited to the total amount of the Fees paid by Client.

13.4. The Client shall attend all exhibition meetings convened by the Organiser. If the Client fails to attend any such meetings or fails to comply with any directives issued by the Organiser at such meetings, the Organiser shall not be liable to the Client for any loss or prejudice suffered by that Exhibitor as a result thereof.

13.5. Client shall indemnify Organiser against any loss, damage, cost or expense suffered or incurred by the Organiser or any member of the Organiser as a result of: (i) any loss of or damage to any property or injury to or death of any person caused by any act or omission of Client and/or any of its Personnel, (ii) any third party claim that the receipt or use of the Materials in connection with the Exhibition constitutes an infringement of the Intellectual Property Rights of any third party, (iii) any breach by Client of any law, and (iv) where Client shares the Space with any third party pursuant to Condition 6.4, any act or omission of any such Space sharer and such Space sharer’s Personnel.

13.6. Organiser 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 the part of Client in providing cooperation, performance and/or approvals, consents, information and/or materials as contemplated by this Contract.

13.7. The Client hereby indemnifies the Organiser against any claim in respect of any loss, damage or injury of whatever nature and however arising and by whomever suffered in connection with the exhibition, or the presence of any person or property thereat, of any failure, interruption or premature termination thereof, or any change in the venue thereof or the location of the site, and whether or not attributable directly or indirectly to:

13.7.1. failure on the part of the Venue Operator, or the Organiser, or the Client, or their respective servants, agents, contractors or

13.7.2. invitees, to comply with any law or with any rule or regulation imposed by the Venue Operator or the Organiser, or

13.7.3. the negligence on the part of the Venue Operator, or the Organiser, or the Client, or their respective servants, agents, contractors or invitees, or

13.7.4. for any direct, indirect or consequential loss or damage to the stand or other property of any kind brought into the exhibition by the Client, its servants, employees, agents, contractors or invitees, or for any injury to the person of an exhibitor, or any of its servants, employees, agents, contractors or invitees howsoever such loss or damage to the stand or property; or injury to person may be caused and notwithstanding that such loss or damage to the stand or property, or injury to person may have been occasioned by the fault, neglect or gross negligence of the invitees or by the exhibition site being in or falling into defective state of repair.

13.7.5. Any act or omission on the part of the Client or any of its servants, agents, contractors or invitees, which constitutes, or if done or omitted by the Organiser or any of its servants, agents, contractors, invitees, would constitute a breach of the exhibition venue lease, or

13.7.6. interruptions in or the reduction in or cessation of the supply of electricity by ESKOM and/or the City or any of electricity to the National Electricity Grid, or

13.7.7. If any event is cancelled or postponed due to any force majeure events, the company shall have no claim whatsoever for compensation for loss or damage suffered or additional expenses incurred as a result of any cancellation, postponement, alternation in character or reduction in scale of the event. or

13.7.8. For any actions, claims, demands, costs, charges or expenses arising or resulting directly, or indirectly from any act, omission or negligence by the exhibitor, its servants, agents, contractors or invitees notwithstanding that such action, claim, demand, cost, charges or expenses may have been occasioned in whole or in part by the fault, neglect or gross negligence by the organiser, its servants, employees, agents, contractors or invitees, or by the exhibition site or any installations thereof being of falling into a defective state of repair.

13.7.9. Circumstances beyond the control of the Organiser. 13.8. The Organiser reserves the right in its sole and absolute discretion, should the venue become unusable for whatsoever reason, to relocate to a new venue in the best interests of the exhibition as a whole, and furthermore subject to the terms and conditions of this agreement.

13.9. The Organiser reserves the right in its absolute and sole discretion, should the dates become unsuitable for whatsoever reason, to reschedule the dates to a time more advantageous to the success of the event as a whole and the Exhibitor agrees to be bound by such dates.

13.10. Whilst every effort will be made to meet the requirements of exhibitors taking part in the exhibition, they reserve the right to make any alterations which may consider necessary or to alter the position of the facilities within the show, or to take any other steps considered necessary in connection with the show, in which event the Exhibitor shall have no claim of whatsoever nature and kind arising from whatsoever cause against the Organiser.

13.11. Nothing in these Conditions shall exclude or limit any liability which cannot be excluded or limited by law.

13.12. Client acknowledges and agrees that, in light of the Fees, the above provisions of this Condition 13 are no more than is reasonable to protect Organiser as the organiser of the Exhibition.

14. General

14.1. Client acknowledges and agrees that Organiser and any member of Live Events (Pty) Ltd 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 Exhibition and/or any part of the Package (including, without limitation, attendee, user or online behaviours and usage data relating to the Website and/or any lead generation/match-making initiatives), and/or (ii) Materials and other information and/or materials displayed or made available by Client at or in connection with the Package, the Exhibition and/or any other events owned, organised, managed or operated by Organiser or any member of Live Events (Pty) Ltd (in each case whether prior to, concurrently with, or following the entering into of this Contract) (together, both (i) and (ii) being the Data). The foregoing shall include, without limitation, Organiser being entitled to use, repurpose and reproduce the Data to create, develop, sell or otherwise make available products, services or works in any media or form (whether physical, digital or intangible) now known or later developed (which may include, without limitation, Organiser incorporating all or any part of any Materials and other information and/or materials displayed or made available by Client into such products, services or works).

14.2. Nothing in this Contract shall create a partnership, joint venture or agency relationship between the parties.

14.3. If and to the extent that there is any conflict between these Conditions and the Booking Form, the terms of the Booking Form shall prevail.

14.4. Each party acknowledges and agrees that this Contract constitutes the entire agreement between the parties in relation to the Exhibition and the Package and that it supercedes any and all prior oral or written understandings, communications or agreements with respect to the subject matter hereof.

14.5. Client may not assign or sub-contract any of its rights or obligations under this Contract without the prior written consent of Organiser. Organiser shall be entitled to assign any and all of its rights under this Contract to any member of the Organisers and the consent of Client shall not be required. Organiser shall be entitled, without the consent of Client, to sub-contract any and all of its obligations under this Contract to any member of Live Events (Pty) Ltd or any third party contractor assisting Organiser with the staging of the Exhibition and/or the facilitation of the Package.

14.6. No failure by either party in exercising any right, power or remedy shall operate as a waiver of the same. No waiver by either party of any breach by the other party shall be considered as a waiver of any subsequent breach of the same or any other provision of this Contract. The rights and remedies under this Contract are cumulative and are not exclusive of any rights or remedies provided by law.

14.7. If any provision of this Contract is or becomes invalid, illegal or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it 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 shall not affect the validity and enforceability of the rest of this Contract.

14.8. 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 of the parties to terminate, rescind or agree any variation, waiver or settlement under this Contract are not subject to the consent of any other person.

14.9. Organiser reserves the right to set off any indebtedness of Client to Organiser against any indebtedness of Organiser to Client, regardless of whether any such indebtedness arises pursuant to this Contract or otherwise.

14.10. Any notice or other communication given to a party under or in connection with this Contract shall be in writing (which includes, without limitation, email).

15. Governing law and jurisdiction

15.1. The parties hereby agree that the law of the Republic of South Africa will govern this Agreement.

15.2. Any company who takes part in the event must comply with the relevant legislation rules and regulations of the law of the Republic of South Africa and shall be solely responsible for observing and complying with the same and for obtaining all consents, approvals, authorities, licences and the like as may be requisite to its participation in the event.

15.3. This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of South Africa. Each party irrevocably agrees that the courts of South Africa shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation.

16. General

16.1. This contract is personal to the Client which may not cede its rights or delegate its obligations thereunder to any person or company without prior written consent of the Organiser.

16.2. In the event that the Organiser has to institute legal action against the Company in terms of the provisions of this contract, then the Client will be liable for the Organiser’s legal costs on the Attorney and Client scale, which costs will include collection commission and advocates fees.

16.3. If the Client fails to pay on due date any amount falling due or payable to the Organiser under this Contract (from whatever cause) such overdue amounts shall carry penalty calculated at a rate equal to 2% per month compounded on such overdue amounts to the date of payment thereof without prejudice to such other rights as may accrue to the Organiser consequent upon such failure.

16.4. No indulgence or extension, which the organiser may allow to the Exhibitor, will be regarded as a variation of this contract, or waiver of the Organiser’s rights in terms of this contract.

16.5. The Client declares that it has not been included or influenced to enter this Contract and does not rely in entering into this Contract or any of its terms on any representation made by or on behalf of the Organiser.

16.6. The Client chooses as his physical address that appears on the face of this agreement as its domicilium address for all purposes and all notification in terms of, or flowing from this agreement.