1. KPM Media Events Ltd shall provide those services specified in Part 3 (KPM Media Events Ltd Services) and, in consideration, Company shall provide those services specified in Part 4 (Company Services), each in relation to the Event set out in Part 1 (Event). Each party shall provide its respective Services with all reasonable skill and care and in accordance with all applicable laws.
2. Each party agrees that the value of the Services it is providing to the other party pursuant to this Agreement (excluding applicable taxes) is equivalent to the value of the Services the other party is providing to it pursuant to this Agreement (excluding applicable taxes). Each party shall provide the other party with a valid invoice in respect of the Services it is providing hereunder in such form as is compliant with the local taxation requirements of the issuing party. No payments shall be made by either party to the other party in relation to the Services except for local taxes, as applicable and supported by a valid tax invoice (for the avoidance of doubt, if the amount of tax applicable to the value of the Services provided by each party is the same, then no actual payment from one party to the other party shall be required). Local taxes shall be paid and applied by the relevant party.
3. Each party grants to the other party a royalty free, personal, non-exclusive licence to use its marks, trade names or logos (Marks) and other information, content or material (Material) provided by that party solely to the extent necessary for the other party to carry out its Services under this Agreement. Each party remains the owner of its Marks and Material and neither party shall have any rights in and to the other party’s Marks or Material. Each party shall comply with the reasonable instructions and guidelines issued from time to time by the other party in respect of the use of the other party’s Marks or Material.
4. In relation to any attendance at, and participation in, the Event, Company shall comply with (i) all laws (including, without limitation, all laws relating to anti-bribery and corruption or trade sanctions), (ii) any instructions issued by KPM Media Events Ltd or the owners of the venue at which the Event is held (including, without limitation, in relation to health and safety or security requirements), and (iii) the provisions of the exhibition manual (if any), including, without limitation, any rules, regulations and operational requirements stated therein.
5. KPM Media Events Ltd reserves the right at any time to make such alterations in the floor plan of the Event or in the specification of any exhibition space provided to Company as KPM Media Events Ltd in its absolute opinion considers to be in the best interests of the Event. KPM Media Events Ltd will be responsible for setting-up a shell scheme for any exhibition space provided to Company only where it has expressly agreed to do so as part of the KPM Media Events Ltd Services.
6. All unauthorised filming, sound recording and photography of the Event and transmission of audio or visual material is expressly prohibited. Company consents to: (i) the filming, sound recording and photography of the Event, which may include, without limitation, Company’s employees and other representatives, and (ii) the use by KPM Media Events Ltd of any such film, sound recording or photography anywhere in the world for promotional and other purposes.
7. 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 Agreement, 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 Agreement, 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. For the purposes of this Agreement (i) Data Protection Law means the Regulation and the Directive, as amended or replaced from time to time, and all other national, international or other laws related to data protection and privacy that are applicable to any territory where KPM Media Events Ltdor Company processes personal data or is established, (ii) Directive means the European Privacy and Electronic Communications Directive (Directive 2002/58/EC), (iii) Regulation means the General Data Protection Regulation (Regulation (EU) 2016/679), (iv) Reportable Breach means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data transmitted, stored or otherwise processed, and (v) the terms personal data, controller, processor, processing, data subject and supervisory authority shall have the meanings ascribed to them under the Regulation. KPM Media Events Ltd collects, uses and protects personal data in accordance with its Privacy Policy: https://facilities-estates.co.uk/privacy-policy-2/
8. Either party may terminate this Agreement immediately at any time by written notice to the other party if: (a) that other party commits a material breach of this Agreement which (if remediable) is not remedied within fourteen (14) days after the service of written notice specifying the breach and requiring it to be remedied; or (b) that other party is declared bankrupt or insolvent, goes into liquidation, ceases to carry on business or threatens to do any of these things in any jurisdiction. Either party may terminate this Agreement at any time by giving no less than three (3) months’ prior written notice to the other party, provided that such notice is not served less than three (3) months prior to any Event listed in Part 2.
9. This Agreement shall come into force on the day that it is signed by both parties and, unless terminated earlier in accordance with the other provisions of this Agreement, shall continue in force until (i) the closing date of the (latest) Event(s) listed in Part 1, or (ii) the latest date (if any) by which any of the Services are stated to be delivered (whichever of (i) or (ii) is later).
10. KPM Media Events Ltd reserves the right to cancel or change the date of an Event at any time for any reason (including, without limitation, as a result of a Force Majeure Event which KPM Media Events Ltd in its absolute discretion determines makes it impossible, inadvisable or impracticable for the Event to be held). Where the date of the Event is changed or where the Event is cancelled for the current year but is reasonably expected by KPM Media Events Ltd to be rearranged to take place by the end of the following calendar year, this Agreement will continue in full force and effect and each party’s Services shall be deemed to apply to the rearranged Event in the same way that they would have applied to the originally scheduled Event. Where the Event is cancelled and not reasonably expected by KPM Media Events Ltd to be rearranged within the foregoing timescales, KPM Media Events Ltd may terminate this Agreement without liability in respect of that Event only. Force Majeure Event means any event arising that is beyond the reasonable control of KPM Media Events Ltd (including, without limitation, speaker or participant cancellation or withdrawal, contractor or supplier failure, venue damage or cancellation, industrial dispute affecting any third party, governmental regulations or action, military action, fire, flood, disaster, civil riot, acts of terrorism or war).
11. Upon any termination of this Agreement in accordance with clause 8 or 10, each party’s Services shall immediately cease. To the fullest extent permitted by law, neither party shall be liable to the other party for any costs, expenses, loss, delay, damage or any other liability resulting from or arising in connection with the cancellation or change of date of the Event or the termination of this Agreement.
12. KPM Media Events Ltd reserves the right to cancel or change the date of an Event at any time for any reason (including, without limitation, as a result of a Force Majeure Event which KPM Media Events Ltd in its absolute discretion determines makes it impossible, inadvisable or impracticable for the Event to be held). Where the date of the Event is changed or where the Event is cancelled for the current year but is reasonably expected by KPM Media Events Ltd to be rearranged to take place by the end of the following calendar year, this Agreement will continue in full force and effect and each party’s Services shall be deemed to apply to the rearranged Event in the same way that they would have applied to the originally scheduled Event.
13. No variation of this Agreement shall be effective unless made in writing signed by or on behalf of each of the parties.
14. This Agreement shall be governed by English law and each party submits to the exclusive jurisdiction of the English courts.
