Tahaluf Events Limited Sponsorship and Exhibition Terms and Conditions

1. Definitions
In these Conditions, the following terms have the following meanings:
1.1. Booking Form: the booking form to which these Conditions are attached
setting out the details of the Package or such other document setting out the
details of the Package as Organizer may choose in its sole discretion to accept;
1.2. Client: the person, company or other entity set out in the Booking Form;
1.3. Closing Date: the last date on which the Exhibition is open to members of the
public;
1.4. Conditions: these terms and conditions;
1.5. Contract: together, these Conditions and the Booking Form;
1.6. Data Protection Law: 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 Organizer
or Client processes personal data or is established;
1.7. Directive: the European Privacy and Electronic Communications Directive
(Directive 2002/58/EC);
1.8. Exhibition: the exhibition organised by Organizer set out in the Booking Form;
1.9. Fees: the fees payable by Client for the Package set out in the Booking Form;
1.10. Force Majeure Event: any event arising that is beyond the reasonable control
of Organizer (including, without limitation, royal demise, venue damage or
cancellation, industrial dispute, governmental regulations or action, military
action, epidemic, fire, flood, disaster, third party contractor/supplier failure,
civil riot, acts of terrorism or war);
1.11. Intellectual Property Rights: trade marks, logos, trading names, rights in
design, copyrights, database rights and all other intellectual property rights or
analogous rights, whether registered or unregistered, anywhere in the World;
1.12. Informa Group: includes any entity whose ultimate parent company is Informa
plc;
1.13. Manual: the manual (if any) provided to Client by Organizer in respect of the
Exhibition, as updated by Organizer from time to time;
1.14. Materials: all materials and information of Client including, without limitation,
logos, artwork and profile, required by Organizer for the purposes of the
Sponsorship;
1.15. Organizer: Tahaluf Events Limited;
1.16. Owners: the owners and/or management of the Venue;
1.17. Package: the Space and/or Sponsorship package in relation to the Exhibition
set out in the Booking Form;
1.18. Regulation: the General Data Protection Regulation (Regulation (EU)
2016/679);
1.19. Reportable Breach: 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;
1.20. Space: the exhibition space allocated to Client set out in the Booking Form;
1.21. Sponsorship: the sponsorship element of the Package set out in the Booking
Form (which may include, without limitation, advertisements);
1.22. Venue: the venue at which the Exhibition is to be staged; and
1.23. the terms personal data, controller, processor, processing, data subject and
supervisory authority shall have the meanings ascribed to them under the
Regulation.

2. Package
Once submitted to Organizer, a Booking Form is irrevocable by Client.
Organizer 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 Organizer to Client (whether or not it is
received).

3. Fees
3.1. Client shall pay the Fees in cleared funds in accordance with the payment terms
stated in the Booking Form.  Organizer shall have no liability whatsoever if
Client pays the Fees (or any proportion thereof) into any bank account other
than the bank account specifically designated by Organizer to Client for
payment.   In particular, Organizer shall not be responsible for any losses
suffered by Client due to third party fraud or misdemeanour, including, without
limitation, false change of bank account communications, identity theft and
other scams.  Payment of the Fees into Organizer’s designated bank account
only shall satisfy Client’s payment obligations under this Contract.   To the
extent that Client receives any communication notifying Client of a change in
Organizer’s designated bank account, Client is required to verify the
authenticity of the same directly with Organizer.   Without prejudice to any
other right or remedy it may have, if Organizer does not receive the Fees into
Organizer’s designated bank account in cleared funds by the due date for
payment, Organizer shall be entitled to: (i) refuse Client, its employees and
other representatives entry to the Exhibition, and/or (ii) refuse to provide any
element of the Package.
3.2. It is the intent of the parties that Organizer will receive the Fees net of all
applicable taxes, including, without limitation, sales, VAT, 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).

4. Client’s general obligations
4.1. Client 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 Organizer or the Owners (including, without limitation, in relation to
health and safety or security requirements), and (iii) the provisions of the
Manual (if any), including, without limitation, any rules, regulations and
operational requirements stated therein.
4.2. Client warrants that: (i) it has the right, title and authority to enter into this
Contract and perform its obligations hereunder, and (ii) the person signing this
Contract on behalf of Client has the requisite authority to do so.
4.3. Client, its employees and other representatives must not: (i) act in any manner
which causes offence, annoyance or inconvenience to Organizer, the Owner or
any other Exhibition attendees, (ii) do anything which might adversely affect
the reputation of Organizer, the Owners or the Exhibition, and/or (iii) cause or
permit any damage to the Venue or any part thereof orto any fixtures or fittings
which are not the property of Client.
4.4. Client is required to be adequately insured to participate in the Exhibition.  
Client shall itself take out and maintain at all times both public liability and
employee liability insurance against personal injury, death and damage to or
loss of property for not less than US$2,000,000 per occurrence or claim.  
Organizer shall be entitled to inspect Client’s insurance policy on request.
4.5. Client is solely responsible for obtaining passports, visas and other necessary
documentation for entrance into the country where the Exhibition is held.  If
Client, its employees and other representatives 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 participate in the Exhibition, including, without
limitation, any licences or other necessary consents required for the playing of
music or any other audio or visual material by Client.
4.7. Client consentsto its details(including, without limitation, its name, logo or any
other information) being: (i) published in the Exhibition show guide and any
other Exhibition promotional materials, and (ii) displayed on the Exhibition
website.    Although Organizer 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. All unauthorised filming, sound recording and photography of the Exhibition
and transmission of audio or visual material is expressly prohibited.    Client
consents to: (i) the filming, sound recording and photography of the Exhibition,
which may include, without limitation, Client’s employees and other
representatives, and (ii) the use by Organizer of any such film, sound recording
or photography anywhere in the world for promotional and other purposes.

5. Data protection
For the purposes of this Contract and either party’s processing of personal data
in connection with this Contract, the parties agree that each party acts as a data
controller.  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.

6. Specific terms relating to Space
6.1. Organizer reserves the right at any time to make such alterations in the floor
plan of the Exhibition or in the specification of the Space as Organizer in its
absolute opinion considers to be in the best interests of the Exhibition,
including, without limitation, altering the size, shape or position of the Space
and/or the exhibition stand therein.  If the size of the Space is reduced, Client
will receive a pro‐rata refund of the Fees payable in respect of the Space.
6.2. Organizer permits Client to use the Space for the purpose of displaying exhibits
at the Exhibition.  Such use shall not constitute a tenancy and Client shall have
no other rights to or interest in the Space.  Client is only permitted to conduct
business from the Space and shall not canvass or solicit for business in any other
area of the Venue.
6.3. Client undertakes: (i) to occupy the Space in time for the opening of the
Exhibition, (ii) at all times during the Exhibition to ensure that its exhibition
stand is staffed by competent personnel and is clean, tidy and well presented
(failing which, Organizer reserves the right without liability to arrange for this
Tahaluf Events Limited Sponsorship and Exhibition Terms and Conditions
to be done at Client’s risk and expense), and (iii) not to close its exhibition stand
prior to the closing of the Exhibition.
6.4. Client shall not permit the display of any exhibits that do not exclusively relate
to Client’s own commercial activities.   Organizer reserves the right, without
liability and at Client’s risk and expense, to remove any exhibit which Organizer
considers in its reasonable opinion contravenes any law, infringes the
Intellectual Property Rights of any third party, is likely to cause offence or which
otherwise does not comply with these Conditions.
6.5. Organizer will be responsible for setting‐up a shell scheme for Client’s
exhibition stand in the Space only where it has expressly agreed to do so in the
Booking Form. Client is solely responsible for all aspects of dressing and
branding the Space.
6.6. Unless the provisions of Condition 6.5 apply, Client is solely responsible for all
aspect of the set‐up of the Space, including, without limitation, the shell
scheme and exhibition stand construction, branding and dressing.
6.7. Client may not share the Space with any third party without the prior written
consent of Organizer.  If and to the extent that Client is permitted to share the
Space, Client shall remain responsible for the Space in its entirety and shall be
liable for any breach of the terms of this Contract by any party with whom the
Space is shared.
6.8. If Client is in breach of this Contract or is otherwise engaged in any activity that
might jeopardise the safety of the Exhibition or any Exhibition attendees,
Organizer reserves the right without liability to close Client’s exhibition stand.

7. Specific terms relating to Sponsorship
7.1. Client shall: (i) provide Organizer with all Materials within any deadlines
specified by Organizer, and (ii) comply with Organizer’s specifications in
relation to all Materials. If Client does not, Organizer reserves the right to
refuse to print or otherwise use any or all of the Materials (but all Fees in
respect of the Sponsorship shall remain due and payable in full).
7.2. Client shall ensure that all Materials: (i) are accurate and complete and do not
contain any information which may cause offence or be defamatory, and (ii) do
not infringe the Intellectual Property Rights of any third party.
7.3. Although Organizershall take reasonable care in the production of any material
incorporating the Materials, it shall not be liable for any errors, omissions or
misquotations that may occur.   All Materials are subject to the approval of
Organizer.  Organizer reserves the right to reject any Materials at any time after
receipt. Organizer will 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.
7.4. Client hereby grants to Organizer a non‐exclusive, royalty free licence to use
the Materials and Client’s details in connection with the creation of any
materials relating to the Exhibition. Client acknowledges that, in view of the
time and cost required in preparing such materials, in circumstances where this
Contract is terminated Organizer 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 Organizer.
7.5. If Client is in breach of this Contract, Organizer reserves the right without
liability to refuse to use any Materials or provide any element of the
Sponsorship.

8. Visitor, delegate and Client’s personnel/sub‐contractor passes
Where visitor passes and/or delegate passes are issued as part of the Package,
they are issued subject to Organizer’s terms and conditions applicable to visitors
and/or delegates (as applicable) in force from time to time. Client will be
supplied with passes for its personnel and sub‐contractors (as applicable) who
are working at the Exhibition and such passes must be produced by such
personnel/sub‐contractors on request at the Exhibition.  Organizer may refuse
entry to any person without a valid pass. Passes are only valid in the name of
the person to whom they are issued.

9. Limitation of rights granted
Client’s rights in relation to the Exhibition are strictly limited to those set out in
the Package. Client shall be permitted to advertise in a proportionate manner
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 Organizer 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) exploit any rights
of a commercial nature in connection with the Exhibition; (ii) establish a
website relating to the Exhibition; or (iii) otherwise promote or advertise its
association with the Exhibition or Organizer, except as expressly stated herein
or with the prior written consent of Organizer. 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 Informa Group.

10. Changes to the Exhibition
Organizer reserves the right without liability at any time and for any reason to
make reasonable changes to the format, content, venue and timings of the
Exhibition.   If any such changes are made, this Contract will continue to be
binding on both parties, provided that the Package shall be amended as
Organizer considers necessary to take account of the changes.

11. Cancellation and changing the date of the Exhibition by Organizer
11.1. Organizer reserves the right to cancel or change the date of the Exhibition at
any time and for any reason (including, without limitation, if a Force Majeure
Event occurs which Organizer considers makes it impossible, inadvisable or
impracticable for the Exhibition to be held).
11.2. In the event that the date of the Exhibition is changed or where the Exhibition
is cancelled for the current year but is reasonably expected by Organizer to be
held in the following year, this Contract will continue in full force and effect and
the obligations of the parties shall be deemed to apply to the Exhibition on the
new date (or the Exhibition in the following year, as the case may be) in the
same way that they would have applied to the originally scheduled Exhibition.  
For the avoidance of doubt, nothing in this Condition 11.2 shall excuse Client
from the payment of the Fees in accordance with the payment terms stated in
the Booking Form.
11.3. Where the Exhibition is cancelled and is not reasonably expected by Organizer
to be held in the following year the terms of this Condition 11.3 shall apply:
11.3.1. if the Exhibition is cancelled other than as a result of a Force Majeure Event
(in which case the provisions of Condition 11.3.2 apply), this Contract shall
terminate without liability provided that, at Client’s election, any proportion of
the Fees already paid will be refunded or a credit note for the amount of the
Fees already paid will be issued and Client will be released from paying any
further proportion of the Fees;
11.3.2. if the Exhibition is cancelled as a result of a Force Majeure Event, this Contract
shall terminate without liability provided that: (i) Organizer shall be entitled to
retain an amount equal to 50% of the total Fees (the Revised Fees) from any
proportion of the Fees already paid or, where no Fees have been paid or where
the proportion of the Fees already paid is less than the Revised Fees, Organizer
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 will become immediately due and
payable; and (ii) after the deduction of the Revised Fees, at Client’s election,
any proportion of the Fees already paid will be either refunded or a credit note
issued for the amount of Fees already paid and Client will be released from
paying any further proportion of the Fees.
11.4. Client acknowledges that the provisions of this Condition 11 set out Client’s
sole remedy in the event of cancellation or the changing of the date of the
Exhibition and all other liability of Organizer is hereby expressly excluded.

12. No right of cancellation by Client
The application for the Package is irrevocable by Client and Client has no rights
to cancel this Contract.    Save as expressly set out in these Conditions, no
refunds will be given and the Fees shall remain due and payable in full.

13. Termination
13.1. Organizer 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 Informa Group and Client and has not remedied such breach (if
the same is capable of remedy) within 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 Exhibition); or (ii) goes into liquidation,
is declared    insolvent, ceases to carry on business or suffers any analogous
event in any jurisdiction.  Without prejudice to any other right or remedy it may
have, in the event that Organizer terminates this Contract pursuant to this
Condition 13.1, Organizer shall not be required to refund any Fees received
from Client and Organizer shall be entitled to submit an invoice in respect of
the balance (or the whole as the case may be) of the Fees which will become
immediately due and payable.
13.2. Organizer may terminate this Contract without liability immediately at any time
by written notice to Client if Organizer: (i) determines in its absolute discretion
that the provision of the Package to Client is not (a) in the best interests of the
Exhibition, and/or (b) in Organizer’s legitimate commercial interests, and/or (ii)
is required by any applicable law or instructed by any financial institution to
cease trading (a) with certain individuals and/or entities, and/or (b) in certain
geographical locations.  In the event that Organizer terminates this Contract
pursuant to this Condition 13.2, any proportion of the Fees already paid will be
refunded and Client will be released from paying any further proportion of the
Fees.  Client acknowledges that the refund of Fees paid is Client’s sole remedy
in the event of termination by Organizer under this Condition 13.2 and all other
liability of Organizer is hereby expressly excluded.
13.3. Upon any termination of this Contract, without prejudice to any other right or
remedy it may have, Organizer reserves the right without liability to close
Client’s exhibition stand, remove Client’s employees and other representatives
from the Exhibition, cover over any Materials, remove and despatch any
exhibits or other property of Client to Client’s address (at Client’s risk and
expense).  Organizer shall be free to re‐sell any aspects of the Package as it shall
think fit.
13.4. Conditions 7.4, 9, 11, 12, 13, 14 and 15 shall survive termination of this
Contract.

14. Liability and indemnity
14.1. Organizer does not make any warranty as to the Exhibition or Package in
general, including, without limitation, in relation to: (i) the presence, absence
or location of any other exhibitor, sponsor or Exhibition attendee; or (ii) the
benefit or outcome (commercial or otherwise) that Client may achieve as a
result of participating in the Exhibition.  Except as set out in these Conditions,
to the fullest extent permitted by law, Organizer excludes all conditions, terms,
representations and warranties relating to the Exhibition and the Package that
are not expressly stated herein.
14.2. Organizer shall not be liable to Client for any loss or damage suffered or
incurred by Client in connection with the provision of any services supplied by
third partiesin relation to the Exhibition and/or the Package, including, without
limitation, the provision of utilities, AV, stand‐building, shell scheme, graphics,
freight shipment, logistics, transportation and delivery services supplied by
third party contractors or the Owners.   Without limitation to the foregoing,
Client acknowledges that services provided to Client by Organizer’s official or
recommended contractors are the subject of a separate agreement between
Client and the relevant contractor(s).
14.3. Subject to Condition 14.5: (i) Organizer shall not be liable to Client for any (a)
indirect or consequential loss, loss of profits, loss of business, loss of
opportunity, loss of goodwill or any other type of economic loss, or (b) loss (or
theft) of or damage to the person, property and effects of Client, its employees
or other representatives, and (ii) Organizer’s maximum aggregate liability to
Client under this Contract or otherwise in connection with the Exhibition
and/or the Package shall be limited to the total amount of the Fees paid by
Client.
14.4. Client shall indemnify Organizer against: (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, its employees, other representatives or sub‐contractors, and (ii) any
loss, damage or expense suffered or incurred by Organizer as a result of a third
party claim that either (a) the display of any exhibits by Client at the Exhibition,
or (b) Organizer’s receipt or use of the Materials, constitutes an infringement
of the Intellectual Property Rights of any third party.
14.5. Nothing in these Conditions shall exclude or limit any liability which cannot be
excluded or limited by the applicable law.

15. General
15.1. Organizer reserves the right to refuse any person entry to the Exhibition or to
remove any person from the Exhibition at any time.
15.2. From time to time, Organizer, the Owner and their respective employees, other
representatives or sub‐contractors may enter the Venue to carry out works,
repairs or alterations or for any other purposes which they deem necessary
(Works).    Organizer (and its employees, other representatives and sub‐
contractors) shall not be liable for any damage, loss or inconvenience suffered
or incurred by Client, its employees or other representatives by reason of any
matter relating to the Works.
15.3. Without prejudice to Condition 11.3.2, Organizer 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.  For the avoidance of doubt, nothing in this Condition 15.3 shall
excuse Client from the payment of the Fees under this Contract.
15.4. Nothing in this Contract shall create a partnership, joint venture or agency
relationship between the parties.
15.5. 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.
15.6. Each party acknowledges that this Contract constitutes the entire agreement
between the parties in relation to the Exhibition and that it does not rely upon
any statement, representation, assurance or warranty that is not set out in this
Contract.  No variation of this Contract shall be effective unless it is made in
writing and signed by both parties.
15.7. Client may not assign or sub‐contract any of its rights or obligations under this
Contract without the prior written consent of Organizer.  A person who is not
a party to this Contract shall not have any rights under or in connection with it.  
Organizer shall be entitled to assign any and all of its rights under this Contract
to any member of the Informa Group and the consent of Client shall not be
required.    Organizer shall be entitled to sub‐contract any and all of its
obligations under this Contract to any member of the Informa Group or any
third party contractor assisting Organizer with the staging of the Exhibition and
the consent of Client shall not be required.
15.8. No failure by either party in exercising any right, power or remedy shall operate
as a waiver of the same.
15.9. 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 15.9 shall not affect the validity and
enforceability of the rest of this Contract.
15.10. This Contract shall be governed by the laws of Saudi Arabia.  Any dispute arising
out of or in connection with this Contract shall be referred to and finally
resolved by arbitration under the rules of the Saudi Centre for Commercial
Arbitration (the Rules) applicable at the time of reference.    The place of
arbitration shall be Riyadh, Saudi Arabia.  The arbitration shall be conducted in
the English language before a single arbitrator appointed in accordance with
the Rules.