Terms and Conditions
Essence of Africa – Exhibitor Terms & Conditions to be read in conjunction with contract of participation (Exhibitor Application) for Essence of Africa (EOA) registered in Europe as EOA Limited.
The Agreement between Essence of Africa, hereafter referred to as “EOA Ltd” and “The Exhibitor” is legal and binding.
EXHIBITOR TERMS & CONDITIONS ARE AGREED AS FOLLOWS:
1. INTERPRETATION
In this agreement the following terms shall have the following meanings:
1.1 “Confidential Information” means in respect of each party to this Agreement all information (whether in oral, written, graphic, machine recognisable or simple form) of a confidential or proprietary nature whether or not marked as “Confidential” or “proprietary” or similar designation, owned, developed, controlled, licenced to, or otherwise acquired or used by that party (whether or not relating to this Agreement) and relating to its business.
1.2 “Event” shall mean the event set out on the Schedule.
1.3 “Event Date(s)” shall mean the date or dates for the Event set out in the Schedule or such other date(s) on which the Event is held pursuant to this agreement.
1.4 “Event Venue” shall mean the venue shown in the Schedule or such other venue in which the event is held pursuant to this agreement.
1.5 “Force Majeure” shall mean any circumstances outside a party’s reasonable control including, without limitation to war, act of terrorism, civil commotion, strike, lockout or any other industrial action, Act of God storm, fire, earthquake, flood, electrical failure or action of government or other competent authority.
1.6 “Group Company” shall mean in relation to a body corporate, any subsidiary, subsidiary undertaking or holding company of such body corporate, and any subsidiary or subsidiary undertaking of any such holding company for the time being.
1.7 ‘Intellectual Property Rights” shall mean patents inventions, know-how, trade secrets and other confidential information, registered designs, design rights, copyrights, database rights, rights affording equivalent protection to copyright and design rights, trademarks, trade names, service marks, business names, domain names, moral rights, registrations and applications to register any of the aforesaid items, rights in the nature of any of the aforesaid items in any country and /or jurisdiction, rights in the nature of unfair competition rights, goodwill, the rights to sue for passing off or other rights in any unregistered trade mark, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
1.8 “Exhibitor Fee” shall mean the Exhibitor fee specified in the Schedule.
1.9 “Exhibitor Package” shall mean the Exhibitor services to be supplied by EOA as set out in the Schedule for the Meeting Packages.
1.10“Exhibitor’s Trademarks” means the Exhibitor’s trademarks and logos set out in the schedule.
Unless the context otherwise requires, words denoting the singular shall include the plural and vice versa and words denoting any one gender shall include all genders and words denoting persons shall include all bodies corporate, unincorporated associations, and partnerships.
Headings in this Agreement shall not affect the interpretation of this Agreement.
2. ESSENCE OF AFRICA (EOA) RESPONSIBILITIES
2.1 EOA shall organise the event to take place on the Event Date(s) and in the Event Venue shown in the Schedule provided that in the event that the holding of the Event on the Event Date(s) or in the Event Venue becomes impossible or inadvisable in EOA’s opinion, EOA shall be entitled to notify the Exhibitor to hold the Event on alternative dates or in an alternative venue as appropriate and all the provisions of this Agreement shall apply as if the Event had been held on the Event Date(s) or in the Event Venue set out in this agreement.
2.2 EOA shall be responsible for the day-to-day management of the Event and the development of such appropriately and adequately qualified staff are required to organise all aspects of the Event.
2.3 In consideration for the Exhibitor Fee, EOA shall provide the Exhibitor Package to the Exhibitor in relation to the event.
3. EXHIBITOR’S OBLIGATIONS
3.1 In consideration for the Exhibitor Package the Exhibitor shall pay the Exhibitor Fee and any applicable Value Added Tax or any other sales tax set out in the schedule. The Exhibitor Fee shall be due and payable in full on receipt of invoice and as per specified date on the Exhibitor Application deadlines. In the event that the Commencement Date occurs after the Payment Date, the Exhibitor Fee shall be due and payable before the Commencement date. EOA shall issue a tax invoice in respect of the Exhibitor Fee. Please note your invoice will be sent by EOA.
3.2 Without prejudice to any other rights of EOA, in the event that the Exhibitor fails to pay the Exhibitor fee pursuant to clause 3.1 EOA may suspend the supply of the whole or part of the services listed in the Exhibitor Package. Invoices must be paid in full on the date shown on the original invoice otherwise the rate invoiced will be adjusted.
3.3 EOA shall be entitled to charge the Exhibitor interest on overdue payments at prevailing European interest rates.
3.4 The exhibitor shall provide EOA, at the Exhibitor’s sole cost and expense, all suitable material including artwork of the Exhibitor’s Trademarks in a format and within print deadlines reasonably specified by EOA for it to be reproduced under the control of EOA for the fulfilment of the rights in the Exhibitor Package.
3.5 The exhibitor shall additionally perform any obligations (if any) set out in the Schedule and Exhibitor obligations for the Exhibitor and will use such reasonable endeavours to provide support and assistance to EOA in promoting the event as may be agreed between EOA and the Exhibitor.
3.6 The Exhibitor shall not book space at the Event with the Event’s Venue without permission from EOA.
3.7 The Exhibitor will be responsible for taking out and maintaining a valid policy of insurance covering the Exhibitor’s personnel and property against all loss and damage incurred at or in connection with the Event including travel and medical coverage.
3.8 Within reason, the organisers reserve the right to refuse admission to any participants who do not abide with the requirements of the organisers.
4. TERM & TERMINATION
4.1 This Agreement shall commence on signature by both parties (“Commencement Date”) and, subject to its earlier termination in accordance with the provisions of this, Clause 4 shall continue until the completion of both parties’ obligation under this Agreement (“Term”).
4.2 EOA may terminate this Agreement by written notice to the exhibitor if, at its sole discretion, EOA cancels the Event. In such event, EOA shall refund the Exhibitor such whole or part of the Exhibitor Fee as has been received by it. The Exhibitor acknowledges that EOA shall not be in breach of this Agreement by virtue of that cancellation or abandonment.
4.3 Either party may terminate this Agreement by written notice if the other is in breach of any of its material obligations under this Agreement and fails to remedy such breach (if capable of remedy) within 14 (fourteen) days of a written notice to do so. For the avoidance of doubt, the failure of the Exhibitor to pay the Exhibitor Fee shall be a material breach of this Agreement.
4.4 Either party may terminate this Agreement immediately and without notice if:
4.4.1 The other enters into a composition with its creditors.
4.4.2 An order is made for the winding up of the other.
4.4.3 An effective resolution is passed for the winding up of the other party (other than for the purposes of amalgamation or reconstruction on terms approved by the first party).
4.4.4 The other has a receiver, manager, administrative receiver, or administrator appointed in respect of it; or
4.4.5 The other becomes insolvent, ceases, or threatens to cease, carrying on business.
4.5 In the event of the termination of this Agreement by EOA for any reason, EOA’s total liability to the Exhibitor shall be the refund of any instalment of the Exhibitor Fee paid to EOA by the Exhibitor.
4.6 If the Exhibitor cancels their participation more than 90 days before the event – 50% of the invoice value will be charged. If the Exhibitor cancels their participation less than 90 days before the event, 100% of the invoice value will be charged.
4.7 The Exhibitor accepts sole responsibility for ensuring they meet any health requirements to enter the country where the Event is scheduled to take place, whether through recognised vaccine programme or meeting any other conditions that the relevant government has in place. EOA will not, under any circumstances be responsible for any losses incurred if the exhibitor fails to make the necessary arrangements.
4.8 The Exhibitor accepts sole responsibility for ensuring they make arrangements to obtain any visa that may be required to enter Kenya. EOA will not, under any circumstances, be responsible for any losses incurred if the Exhibitor fails to make these arrangements.
4.9 In the event that the Exhibitor is not legally able to travel due to a general restriction on travel to EOA from their place of business, the Exhibitor must submit official restrictions to EOA in writing and the Exhibitor participation will automatically be deferred to Essence of Africa (EOA)for the following year. No refund shall be offered.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 All rights not expressly granted to the Exhibitor under this Agreement are reserved to EOA. The Exhibitor acknowledges and agrees that: (a) EOA shall own all rights in and to the Event and (b) all revenues and costs relating to the Event shall belong to EOA; and EOA shall be entitled to enter into any Exhibitor or other arrangement with any third party in relation to the Event. The Exhibitor agrees that EOA shall not be, nor considered to be nor deemed to be, in breach of any provision of this Agreement as a result of entering into any other such arrangement.
5.2 The Exhibitor hereby grants to EOA a non-exclusive, royalty free licence to use the Exhibitor’s trademarks and images in relation to the event for the purpose only of providing the Exhibitor Package and warrants that it is entitled to grant such rights to EOA. The Exhibitor warrants that the use of the Exhibitor logo and images shall not infringe any rights of any third-party event.
5.3 EOA hereby grants to the Exhibitor a non-exclusive, royalty free licence to use the title of the event (subject always to including the Event date in such use and first obtaining the express consent of EOA) as is reasonably required for the purpose only of the Exhibitor Package and warrants that it is entitled to grant such rights to the Exhibitor.
5.4 Each of EOA and the Exhibitor shall comply with reasonable instructions and guidelines of the other in relating to the use of its Intellectual Property.
5.5 The Exhibitor agrees to indemnify EOA and keep it indemnified at all times against all or any costs, claims, damages, or expenses incurred by EOA, or for which EOA may become liable, with respect to any Intellectual Property infringement claim or other claim relating to the Exhibitor trademarks.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 Each party acknowledges that Confidential Information may be disclosed to it or otherwise come to its attention. Each party agrees and undertakes that it will hold any Confidential Information in complete confidence and will not disclose it in whole or in part at any time to any third party, nor use Confidential Information for any purpose other than the performance of its obligations under this Agreement. This provision shall survive the termination of this Agreement for any reason for a period of 2 (two) years commencing immediately on the date of such termination.
6.2 Confidential information shall not include information which:
6.2.1 At or prior to the time of disclosure was known to the receiving party or was generally available to the public as evidenced in writing, except to the extent that such information was unlawfully appropriated.
6.2.2 At or after the time of disclosure becomes generally available to the public other than through any act or omission on the part of the receiving party.
6.2.3 Is received from a third party free to make such disclosure without breaching any legal obligation.
6.2.4 Is independently developed by the receiving party; or
6.2.5 Is required to be disclosed by law, court order or request by any government or regulatory authority.
7. LIABILITY
7.1 Nothing in this Agreement shall exclude or restrict either party’s liability for death or personal injury resulting from its negligence.
7.2 Subject to Clause 7.1, the liability of EOA to the Exhibitor under this Agreement shall be limited to a maximum sum equivalent to such whole or part of the Exhibitor Fee received by EOA.
7.3 Neither party shall be held liable to the other under contract or tort or for breach of statutory duty or otherwise with reference to any matter arising directly or indirectly out of or related to this Agreement for any indirect, consequential, incidental, or punitive loss, damage, or liability, including consequential or incidental loss of profits, business, data, or the use of data.
7.4 Neither party shall be held liable for any loss or failure to perform its obligations under this Agreement due to a Force Majeure Event.
8. CONDUCT OF ALL ATTENDEES
8.1 To commit to treating all individuals with whom we come into contact with respect and as responsible adults.
8.2 To conduct yourself in a professional and appropriate manner in all dealings with other attendees, organisers, and employees of EOA.
8.3 To promote freedom of expression and open communication. To avoid offending, participating in serious disputes and disrupting the ethos of the Event.
8.4 To foster a well organised, respectful, and collaborative environment.
8.5 To respect all who work within the Event by showing dignity in the workplace.
8.6 To oppose any business dealings which could be construed as bribery and corruption which may bring EOA and the Event into disrepute.
8.7 To not be involved in any illegal or substance transactions of any time.
8.8 To be conscious of managing your personal alcohol or substance consumption whilst attending the Event to ensure that you are in full control of your behaviour.
8.9 To not be involved in or associated with any person or establishment which may be linked in any way, to the illegal act of Drug and Human Trafficking.
8.10To not be involved in the act of facilitating or supporting the illegal transaction of Money Laundering.
9. GENERAL
9.1 This Agreement relates only to the Event referred to in this Agreement.
9.2 This Agreement constitutes the entire understanding between the parties as to the subject matter hereof and supersedes all previous communications, representations, arrangements, understandings, and agreements whether written or oral relating thereto and no variation or amendment to this Agreement shall be effective unless made in writing and signed on behalf of each party hereto. Nothing in this Agreement shall be construed so as to create a partnership, joint venture, or contract of employment between the parties.
9.3 If any provision of this Agreement is deemed void, invalid, or unenforceable for any reason whatsoever, such voidness, invalidity or unenforceability shall not affect the validity of other provisions of this Agreement and the provisions thus declared void or invalid shall be considered to have been deleted from this Agreement.
9.4 This Agreement shall be governed and construed in accordance with the European laws, each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
9.5 Any notices given by either party hereunder shall be given in writing to the recipient at its address set out above (or such address as such party may notify the other for the purposes of this Agreement). Any such notice shall be deemed to be delivered, if sent by first class post, 48 (forty-eight) hours after posting; and, if sent by facsimile or email, at the time of transmission or if received after 4pm on the following business day in the country of receipt.
9.6 The parties in this Agreement do not intend that any of the terms will be enforceable by virtue of the Contracts (Rights of Third Parties).
9.7 This Agreement may not be assigned or otherwise transferred in whole or in party by either party without prior written consent of the other, save that either party may assign its rights and obligations under this Agreement to a Group Company without consent being required.
9.8 This Agreement is considered to be agreed to, and executed, on acceptance of the Terms & Conditions at the time of application online via the event website.
9.9 By agreeing to these Terms and Conditions, you are consenting under all relevant data protection legislation to EOA communicating with you by telephone, message, email and by post and using your personal information for internal processing and for disclosure to third parties such as airlines, hotels, and exhibitors in connection with your attendance at the Event. Please contact hello@eoa.travel if you do not wish your personal information to be used in any of the ways mentioned above.
SCHEDULE
Exhibitor Fee:
As specified on the Application Form
Super Early Bird Meeting Package
USD 3,900
Valid until 31 March 2024, accepted and paid in full
• Exhibitor registration
• 1 x meeting schedule (up to 36 meetings)
• 1 x exhibitor badge
• 1 x meeting point (table, tablecloth, 2 chairs, plug point)
• Signage with your company name
• Access to networking events and seminars
• Lunch daily
• Online catalogue entry
• Pre-show marketing coverage
• Special access to hosted buyers (3 days prior to standard packages to secure your meetings)
• And a super saving overall!
Early Bird Meeting Package
USD 4,100
Valid until 31 May 2024, accepted and paid in full
• Exhibitor registration
• 1 x meeting schedule (up to 36 meetings)
• 1 x exhibitor badge
• 1 x meeting point (table, tablecloth, 2 chairs, plug point)
• Signage with your company name
• Access to networking events and seminars
• Lunch daily
• Online catalogue entry
• Pre-show marketing coverage
• And a saving on your participation!
Standard Meeting Package
USD 4,400
Valid from 01 June 2024, accepted and paid by 01 August 2024
• Exhibitor registration
• 1 x meeting schedule (up to 36 meetings)
• 1 x exhibitor badge
• 1 x meeting point (table, tablecloth, 2 chairs, plug point)
• Signage with your company name
• Access to networking events and seminars
• Lunch daily
• Online catalogue entry
• Pre-show marketing coverage