In the terms and conditions set out below the following expressions shall have the following meanings: “Organiser” means Aurora50;
“Agreement” means the signed Order Form and these terms and conditions;
“Event” means the event shown on the Order Form, being either a) a live, in-person and venue-based event, b) a virtual event or c) a Hybrid Event;
“Event Date” means the date(s) on which the Event will take place at the Event Venue, as stated in the Order Form;
“Event Venue” means the venue where the Event is to be held on the Event Date, as stated in the Order Form;
“Force Majeure Event” means any cause outside of the reasonable control of the Organiser, including but not limited to war or terrorist activity, fire, riot, accident, breakdown of plant or machinery, flood, storm, epidemic or pandemic, national emergency, labour dispute, strike, lockout, other industrial dispute, civil disturbance, compliance with any law or governmental order or direction, default of suppliers or sub-contractors, nuclear accident, Act of God, or non-availability of the Event Venue for any reason;
“Hybrid Event” means a tradeshow, conference, unconference, seminar, workshop or other meeting that combines a virtual event” with an in-person component;
“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
“Local Authority” means any local government authority of the UAE which may be in charge of issuing any permissions, permits, authorisations or other official regulations that may relate to the Event;
“Logo” means the Event logo, if any, that the Sponsor is authorised to use by the Organiser for advertising the Event;
“Order Form” means the form covering these terms and conditions under which bookings for stands, sponsorship or space are made;
“Sponsor” means the person or company who has contracted for a stand, stands or sponsorship at the Event as identified on the Order Form;
“Sponsor Marks” means the trademarks, logo or other intellectual property of the Sponsor to be used at the Event as stated in the Order Form; and
“Sponsorship Fee” means the fee and/or cost as detailed on the Order Form.
- These terms and conditions shall apply to all arrangements between the Sponsor and the Organiser relating to the Event. Any variation of these terms and conditions shall only be binding if agreed by the Organiser in writing. No terms and conditions stipulated by the Sponsor shall apply to any such contract unless expressly agreed by the Organiser in writing and stated to be a variation to these terms and conditions.
- All bookings shall be made on the Order Form. No booking shall be confirmed until the Organiser has accepted and signed the Order Form and the Organiser reserves the right to refuse to accept any booking in its sole discretion and without giving reasons for its decision.
- The Sponsor shall, at all times prior to, during and with regards to the Event, comply with all applicable laws, regulations and codes of practice, including, without limitation, any Local Authority and Event Venue regulations and any rules and regulations stated in the Sponsors’ manual issued by the Organiser for the Event.
- The Sponsor warrants that it has all the relevant approvals, permissions, permits, licenses and authorisations required from any Local Authority to participate in the Event in accordance with this Agreement.
- At the in-person venue of a Hybrid Event, the Sponsor will not hire any promotional/educational/social space on the site of the Event for the duration of the Event’s operating hours.
- All quotations and prices are exclusive of VAT, which will be added to all invoices as appropriately chargeable.
- Quotations may be withdrawn by the Organiser at any time prior to acceptance of the order by the Organiser. Quotations may be deemed to be withdrawn, in the sole discretion of the Organiser, if the Order Form is not received within 15 days from the date of quotation.
- The Organiser reserves the right to alter prices set out in any quotation or list at any time prior to acceptance of the Sponsor’s order, which alterations shall be in writing.
- On acceptance of the Sponsor’s order, the Organiser will deliver an invoice in respect 100% of the Sponsorship Fee or other agreed amounts as may be stated in the Order Form. The Sponsor shall pay all Organiser invoices within 30 days of the invoice date or before the Event start date, whichever comes first.
- In the event of non-payment of any invoice by the due date, or should the Sponsor become insolvent or unable to pay its debts, propose a voluntary arrangement, have a receiver, Organiser or manager appointed over the whole or any part of its business or assets; or if any petition shall be presented, order shall be made or resolution passed for its winding up (except for the purposes of a bona fide amalgamation or reconstruction) or dissolution; or if it shall otherwise propose or enter into any composition or arrangement with its creditors or any class of them; if it ceases to carry on business or if it claims the benefit of any statutory moratorium; or if the Sponsor (being an individual) should die, become bankrupt or suffer any incapacity preventing him from participating effectively in the Event, the full Sponsorship Fee shall immediately become due and payable and in addition, the Organiser shall have the right to cancel every contract with the Sponsor in relation to the Event or to (at the Organiser’s option) suspend or continue such contract without prejudice to the Organiser’s right to recover any loss sustained.
- If the Sponsor fails to pay, by the due date, any amount payable by it under this Agreement, the Organiser shall be entitled (but not obliged) to charge the Sponsor interest on the overdue amount, payable by the Sponsor immediately on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 8 per cent per annum above the base rate for the time being of ADCB.
- All amounts due by the Sponsor shall be paid in full without deduction or withholding and the Sponsor shall not be entitled to assert any credit, set-off, deduction, counterclaim or abatement of any nature whatsoever.
- ALLOCATION, REDUCTION OR CANCELLATION OF SPONSORSHIP
- The Sponsor shall actively participate in the Event for the whole period of time that the Event is open to attendees.
- Should a Sponsor withdraw from the Event, cancel a booking, suffer any of the events listed in clause 1.5 above or fail to adhere to the payment terms specified in 2 above, any discount given to that Sponsor shall be immediately withdrawn and the full costs of any sponsorship will be payable in accordance with clause 2.4 below.
- The Sponsor shall notify the Organiser in writing of any cancellations of accepted orders or reductions in relation to the Order Form.
- In the event of cancellation by the Sponsor, without prejudice to any other rights or remedies the Organiser may have, the below charges shall be paid in full to the Organiser by the Sponsor. For cancellations:
- Up to and including 31 May 2023 – 50% of full Sponsorship Fee;
- From 1 June 2023– 100% of full Sponsorship Fee which, the parties agree, constitutes a genuine and reasonable estimate of the loss which the Organiser would incur upon cancellation of the order by the Sponsor.
- For the avoidance of doubt, should the Sponsor fail to attend the Event (including the virtual portion in case of a Hybrid Event) once paid in full it shall remain liable for the full Sponsorship Fee payable to the Organiser and will not be entitled to a refund.
- In the event of a cancellation by the Sponsor, or its failure to attend the Event, the Organiser may resell or reallocate any sponsorship allocated to the Sponsor, who will not be entitled to any refund. If the Sponsorship Fee has not yet been paid to the Organiser, then the full amount of the Sponsorship Fee will become immediately due and payable and the Sponsor shall pay the Organiser the full amount of outstanding Sponsorship Fee in accordance with the terms of this Agreement.
- In case of a Hybrid Event, the Organiser will ensure that it has full access to, and is able to provide an allocated space to the Sponsor at, the Event Venue. The Sponsor will be permitted to occupy the space allotted to it by the Organiser, but will not obtain any right of exclusive possession or occupation or any proprietary interest in the Event Venue or any part thereof.
- While every effort is made to ensure that plans, specifications and drawings in the Organiser’s catalogues and literature are accurate, the Organiser gives no warranty to this effect and shall have no liability in respect of any inaccuracy in such plans, specifications or drawings. The Organiser reserves the right at any time and from time to time to make such alterations to the Event specifications as may, in their opinion, be necessary in the best interests of the Event and to alter the shape, size or position of space allotted to the Sponsor. No alteration to the space allotted will be made in such a way as to impose on the Sponsor any greater cost or liability than that stated in the Order Form.
- CANCELLATION, POSTPONEMENT OR CHANGE OF VENUE
- The Organiser may at any time, at its sole discretion, cancel, postpone or (if the event is a Hybrid Event) move the Event to another venue. The Organiser will notify the Sponsor as soon as possible if the Event is cancelled, postponed or moved to another venue.
- Except where such cancellation is due to a Force Majeure Event, the Organiser will upon cancellation repay to the Sponsor (without interest) any Sponsorship Fee already paid by the Sponsor and the booking will be cancelled.
- If the Event is postponed or moved to another venue, this Agreement will remain in force and apply accordingly for the new dates and Event venue, provided that the new dates and/or Event venue are in the reasonable opinion of the Organiser, appropriate for the Event.
- The Organiser may maintain the Event in virtual form, or in case of a Hybrid Event, to change the format of the Event to a virtual format if it deems it necessary, in its absolute discretion, due to Covid-19 restrictions or otherwise.
- With the exception of any refund of the Sponsorship Fee in accordance with clause 3.2 above, the Organiser shall have no liability in contract, tort or otherwise to the Sponsor, howsoever arising out of or in respect of any cancellation or postponement of the Event or of it being moved to a new venue or changed to a virtual only format, and indemnifies and keeps the Organiser from any such claims.
- SPACE NOT OCCUPIED
- If the Event includes space for an exhibition stand, every Sponsor shall occupy the full area allocated.
- Should a Sponsor fail to take up the space allocated to it, the Organiser reserves the right to deal with the unoccupied stand or space as it thinks fit in its sole discretion.
- INTELLECTUAL PROPERTY RIGHTS
- The Organiser acknowledges and agrees that the Sponsor is the sole and exclusive owner of the Sponsor’s Marks and that Organiser has no proprietary or any other right in them.
- The Sponsor grants, and the Organiser accepts, a worldwide, non-exclusive, perpetual, royalty free, sub-licensable right to use the Sponsor’s Marks (a) for the promotion of the Event; (b) to promote the Event in any media whether now known or yet to be invented (including in a computer game, on a website or mobile-device application) including by use on promotional material and merchandising); and (c) for the promotion of any subsequent Events held by the Organiser. The Sponsor acknowledges and agrees that Organiser is the sole and exclusive owner of its Intellectual Property Rights, the Event name and Logo and that the Sponsor has no proprietary or other right in or to them.
- Organiser grants the Sponsor a revocable, non-exclusive, non-transferable and royalty-free licence to use the Logo or refer to the Event, from the date of this Agreement, solely in accordance with the terms and for the purposes agreed by Organiser in writing, provided that:
- The Sponsor obtains the Organiser’s prior written approval to use the Logo, including any images and branding to be used on and in all external and internal communication and Sponsor-marketing relating to the Event, which has to be in adherence of the brand guidelines provided by the Organiser;
- The Sponsor acknowledges that its Logo use rights are personal to the Sponsor and its notified subsidiaries (those in which the Sponsor has a direct or indirect shareholding of at least fifty percent (50%) only) and that they cannot be assigned to any distributor or other party without Organiser’s prior written consent; and
- The Sponsor agrees that it will not attempt to register the Event name or Logo as trade names or trademarks or register any similar trade name or logo at any time.
- PROHIBITION OF TRANSFER
- The Sponsor may not assign, sub-let or grant licences in respect of the whole or any part any of the rights granted to it by the Organiser. No cards, advertisements or printed matter of persons or firms who are not part of the Sponsor may be exhibited or distributed. The Sponsor may distribute cards, advertisements or printed matter in respect of companies or firms which are subsidiaries of the Sponsor or of the Sponsor’s ultimate holding company.
- The Organiser reserves the right to prohibit the display or dissemination of any advertisement or publication of any kind in relation to the Event whether at the Event Venue or otherwise, without the Organiser’s express written approval, and the Sponsor shall forthwith immediately withdraw any such advertisement or application upon notification by the Organiser.
- If the Event is a Hybrid Event, the Sponsor shall not advertise or distribute its publications and printed matter at the Event Venue, other than from its allocated space.
- Nothing in this Agreement shall exclude or restrict either party’s liability for (a) fraudulent misrepresentations or (b) death or personal injury resulting from the negligence of that party or its employees, agents or subcontractors while acting in the course of their employment.
- The Sponsor shall indemnify the Organiser against all liabilities, claims, demands, actions, costs, damages or loss arising out of any breach of this Agreement by the Sponsor.
- The Sponsor shall further indemnify and keep indemnified the Organiser from and against all claims, damages, losses, costs (including all reasonable legal costs), expenses, demands or liabilities resulting from any claim by any third party (including, without limitation, any governmental authority), arising out of the manufacture, production, distribution, handling, advertising, consumption or use of, or otherwise relating to the Sponsor’s products or services. The provisions of this clause shall survive the termination or expiry of this Agreement.
- The Sponsor shall be responsible for, and indemnify the Organiser, its employees, agents, sub-contractors and invitees in respect of all losses (including consequential losses) costs, claims, actions, proceedings, demands and expenses in respect of, all personal injury or damage to or loss or destruction of property (including but not limited to the Event Venue), whether the Event takes the form of an in-person event or exhibition, virtual event or Hybrid Event, arising in connection with the Sponsor’s staff or space allocated and anything permitted, omitted or done thereon or therefrom during the period of the Event or in the construction and dismantling periods provided that this results from the direct or indirect act or omission of the Sponsor or any employee, agent, sub-contractors or invitee of the Sponsor or any other person present within the Sponsor’s space allocated or by any exhibit, machinery, or other article or thing of or in the possession of or use of the Sponsor or any employee, agent, sub-contractor or invitee of the Sponsor or any other person present in the Sponsor’s allocated space.
- If the Event is a Hybrid Event, should the Sponsor, its employees, agents or sub-contractors fail to remove all their property or otherwise fail to vacate the premises (as per times laid out in the Sponsor joining instructions) on the final day of the Event for any reason whatsoever, the Sponsor hereby gives the Organiser the right to remove and demolish any of its property that remains at the premises and it shall indemnify the Organiser against all losses (including consequential losses), costs, claims, actions, proceedings, demands and expenses incurred by the Organiser as a result thereof.
- Subject to clause 8.1, the Organiser shall not be liable to the Sponsor whether in contract, tort (including negligence) or otherwise for indirect or consequential losses; loss of revenue or anticipated revenue; loss of savings or anticipated savings; loss of business opportunity; loss of profits or anticipated profits or loss of wasted expenditure.
- The Organiser and/or its employees, agents or sub-contractors shall not be liable for any loss or destruction of or damage to any property brought to the Event Venue by the Sponsor, its employees, agents, sub-contractors or invitees no matter what the cause (including but not limited to negligence by the Organiser or of any employees, agent or sub-contractor of the Organiser).
- If the Event is a Hybrid Event, the management of the Event Venue and/or its employees, agents or sub-contractors shall not be liable for any loss or destruction of or damage to any property brought to the Event Venue by the Sponsor, its employees, agents, sub-contractors or invitees no matter what the cause (including but not limited by negligence of it or any employees, agents, sub-contractors or invitees of it).
- SPONSOR INSURANCE
- The Sponsor shall ensure that it has all necessary and adequate insurance in place in order to comply with its obligations under this Agreement, irrespective the form of the Event (i.e. whether it is a live, exhibition, virtual or Hybrid Event).
- The Sponsor shall at all times:
- comply with the reasonable instructions of the Organiser, its employees, agents and sub-contractors and those of the management of the Event Venue, its employees, agents and sub-contractors whilst at the Event Venue during the Hybrid Event;
- comply with all regulations imposed from time to time by the Organiser in relation to the conduct of attendees, sponsors and other participants of the Event.
- not conduct any competition or offer prizes or awards at the Event without the prior permission of the Organiser;
- procure that all its employees, agents, sub-contractors and/or invitees comply with all regulations imposed by the Organiser and with all fire and health and safety regulations including supplying any permits, certificates in compliance with health and safety regulations where required;
- do nothing at the Event Venue which is a breach of any law, regulation or code of practice;
- not cause or permit any damage to the Event Venue or its allocated space and in particular shall attach no nails, screws or similar items thereto;
- ensure that no inconvenience is caused to other sponsors and/or visitors (as to which the decision of the Organiser shall be final in cases of dispute); and
- ensure that no empty cases and/or packaging belonging to the Sponsor are stored at the Event Venue and shall be immediately removed from the Event Venue by the Sponsor or disposed of.
- The Organiser will inspect every site and allocated spaces when the Event closes. In their own interests, Sponsors should satisfy themselves as to the condition of sites both on arrival and after clearance.
- The decision of the Organiser as to any matter of conduct referred to above and generally in relation to the Event shall be final and binding on the Sponsor, and the Organiser may take whatever steps it deems appropriate to enforce compliance, including instant termination of this Agreement.
- The Sponsor shall at all times:
- WEBSITE LISTING
- Listing on the Event website runs from the signing of this contract (or Event launch, whichever is soonest) to 12 weeks post the date of the Event closing. Sponsor listings published must reach the Organiser before 7 days the commencement of the Event. The Sponsor listing should include correct information and be below the published character/word count limit. The included information, character/word limits and the approval of final copy, as well as the deadline, is at the discretion of the Organiser. The Organiser cannot guarantee that any listing received after the copy deadline date, or that is not meeting the official criteria, will be published.
- FORCE MAJEURE
- Should the Event be cancelled, curtailed or adversely affected by a Force Majeure Event, the Organiser shall be under no obligation to refund all or part of the sums paid by the Sponsor in respect of its participation in the Event and shall be under no liability to the Sponsor or any other person in respect of any actions, proceedings, claims, demands, losses (including indirect or consequential losses) costs or expenses whatsoever which may be brought against or suffered or incurred by the Sponsor as the result thereof.
- CANCELLATION BY ORGANISER
- The Organiser reserves the right to cancel any sponsor’s booking upon notifying the Sponsor in writing, and the Sponsor agrees that the Organiser’s sole liability will be to refund all monies paid by the Sponsor. In no circumstances shall the Organiser be liable for any loss (including indirect or consequential loss) or damage suffered by a Sponsor resulting from such cancellation irrespective of the cause.
- All claims or complaints relating to the administration, organisation and presentation of the Event (including the Event Venue) must be submitted in writing to the Organiser within two weeks of the closing date of the Event. No claim or complaint whatsoever will be accepted or considered after this two-week period.
- ENTIRE AGREEMENT
- This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understanding between them whether written or oral, relating to their subject matter.
- LAW AND JURISDICTION
- All contracts between the Organiser and the Sponsor relating to the Event shall be governed by and construed in accordance with the law of the United Arab Emirates as applied in Abu Dhabi and the parties shall submit to the exclusive jurisdiction of the Abu Dhabi Courts.