Event agency terms & conditions

 

  1. Definitions and interpretation
    • The following definitions and rules of interpretation apply in this agreement.
Business Day a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Contract a contract between you and us in relation to sponsorship of the Event incorporating the Order and these Terms and Conditions under condition 2.
Data Protection Legislation all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);
Event the event(s) to be organised by us as set out in the Order, which may be a physical event or a digital virtual event or other broadcast digital audio or video webinar.
Event Marks the designation used singularly or collectively in association with the Event.
Force Majeure means an event beyond the reasonable control of a party, including but not limited to act of god, strike, lock-out or other industrial disputes (whether involving the workforce of the Organiser or of any other party), war, riot, hostilities (whether war be declared or not), armed conflict, terrorist attack, terrorist activity, nuclear, chemical or biological contamination, sonic boom, civil commotion, invasion, revolution, failure of the transport or utility network, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, flood, fire, storm, disease, epidemic, pandemic, guidelines relating to Covid19 or default of suppliers or subcontractors;
Intellectual Property patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights owned or used by the Principal, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, 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.
Local Regulations laws and regulations applicable to the Services in the Territory.
Net Revenue the amount charged to the customer for any Services, less any value added or other sales tax thereon included in the price, and any discounts, rebates or refunds.
Start Date the date specified on the Order or if none is specified the date of the last person to execute the Order.
Territory the countries specified in the Order.
  • A reference to “we”, “us”, our” or “LAMMA” is to LAMMA Limited (company number 07172302), with registered office at Unit 4 Fulwood Park Caxton Road, Fulwood, Preston, England, PR2 9NZ or an Affiliate as identified in the Order. A reference to “you”, “your” is a reference to the sales agent or other entity identified in the Order.
  1. Conditions and Order
    • The completion, signing (via DocuSign or otherwise) and return of the Order to us by you will constitute an offer by you to be appointed upon these Conditions.
    • These conditions shall: (i) apply to and be incorporated in the Contract; and (ii) prevail over any inconsistent terms or conditions contained in, or referred to in, the Order or specification, or implied by law, trade custom, practice or course of dealing.
    • No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on us unless in writing and signed by our duly authorised representative.
    • To the extent there is any conflict between the Order and these conditions, the Order shall take precedence.

  1. Term

The Contract will take effect on and from the Start Date and shall continue for a period expiring 2 (two) calendar months after the Event.

  1. Appointment
    • Authority to promote sales.We appoint you as our agent to promote the sale of space or facilities for the Event in the Territory to exhibitors on our behalf on the terms of the Contract. Whether such appointment is exclusive, sole or non-exclusive is as set out in the Order. You accept the appointment on those terms.
    • Commitment to conclude sales. Where so described on the Order, you commit to sell the amount space or facilities for the Event to exhibitors as set out in the Order. You and we will have a review meeting 6 months (or such other period specified in the Order) prior to the Event. If you have been unable by that point to sell all space or facilities allocated to you, we may make your appointment under condition 1 non-exclusive and we may either sell the same ourselves or appoint a third to do so.
    • Authority to conclude sales.We authorise you to negotiate and conclude contracts for sale of space or facilities for the Event with exhibitors in our name of and on our behalf, without prior reference to us, but only on our standard Exhibitor Terms & Conditions.
    • Authority to invoice.Where you have committed to sell space or facilities for the Event, we authorise you to issue invoices on our behalf relating to the sale of the Event. Otherwise, we will issue invoices directly to exhibitors.
    • Authority to collect payment.Where you have committed to sell space or facilities for the Event, we authorise you to collect payment for the sale of the Event on our behalf. Otherwise we will collect payment.
    • Freedom to appoint other intermediaries.Except as expressly set out in the Order, we shall be free to market and sell space or facilities for the Event and/or appoint other persons, firms or companies as our agent, distributor, franchisee or other intermediary for the sale of space or facilities for the Event in the Territory.
  2. Your obligations

You undertake and agree at all times during the term of the Contract as follows:

  • General obligations. You shall act towards us conscientiously and in good faith and not allow your interests to conflict with the duties that you owe us under the Contract and the general law.
  • Scope of authority. Except as we authorise in the Contract or otherwise in writing, you shall not act in a way which will incur any liabilities on our behalf nor pledge our credit.
  • Compliance with instructions. You shall comply with all our reasonable and lawful instructions from time to time concerning the marketing and sale of the space and facilities for the Event in the Territory, and generally shall conduct yourself in such manner as you think best to promote our interests.
  • Sound commercial principles. You shall act in accordance with sound commercial principles in your relations with exhibitors and potential exhibitors in the Territory (including as to assessing, and where appropriate obtaining independent assessments of, their creditworthiness) and shall do nothing which we consider could be prejudicial to our goodwill or commercial interests.
  • Description of your status. You shall describe itself in all dealings involving the sale of space or facilities for the Event and in all associated advertising and promotional material and at its premises (if any description is provided there) as our “sales agent” or “selling agent” and strictly in accordance with any guidelines or instructions we give you.
  • Reports on promotional activities. You shall keep us fully informed of your activities concerning the promotion and sale of space or facilities for the Event and shall provide us with reports on request.
  • Market reports. You shall perform market research and keep us fully and promptly informed of conditions and developments in the market relating to the Event in the Territory (whether advantageous or disadvantageous to us), of competing events and the activities of our competitors in the Territory.
  • After-sales reports. You shall inform us promptly of any complaint or after-sales enquiry concerning the Event or the sale of space or facilities for the Event that you receive.
  • Exhibitor data records and reports. You shall maintain a list of exhibitors and potential exhibitors for the Event in the Territory from time to time, and on request shall supply us with an up-to-date copy of that list.
  • Invoicing and payments. Where we authorise to do so under the Contract you shall issue invoices to exhibitors and/or collect payment. The invoices shall be in a form suitable for value added tax and other sales tax purposes.
  • Debt collection. You shall take any action that we may from time to time request to seek to collect the debts owing to us by exhibitors in the Territory that you have introduced or sold to or assist us in taking that action, but shall not take any such action without our prior instructions.
  • Standard Exhibitor Terms & Conditions. All contracts for the sale of space or facilities for the Event by you on our behalf shall be on our standard Exhibitor Terms & Conditions (a copy of the current version of which is at www.agriconnect.com/policies/exhibitor-tcs) or on any other terms and conditions that we may at any time specify in writing to you.

Cancellation of reserved space:

Space can be handed back to the Organiser more than nine months prior to the event at no cost.

Space that is handed back between six and nine months prior to the event will incur a 25% cancellation fee.

Space that is handed back between three and six months prior to the event will incur a 50% cancellation fee.

Space that is handed back less than one month prior to the event will incur a 100% cancellation fee.

  1. Our obligations

We undertake and agrees with you during the term of the Contract as follows:

  • Good faith. We shall act in good faith at all times in our relations with you.
  • Sales and technical support. We shall supply you at our own expense any sales literature and other documentation and information (in digital or hard copy format) and any technical, market and other support that you may from time to time reasonably require for the purposes of promoting and selling space or facilities for the Event and to enable you properly and efficiently to discharge your duties under this agreement.
  1. Commission and payments
    • We shall (subject to you performing your obligations under the Contract) pay you a commission as shown in the Order in respect of Net Revenue invoiced for the sale of space or facilities for the Event for which you conclude a contract on our behalf pursuant to and during the term of the Contract.
    • No commission where commission payable to previous agent.Where you are appointed as a successor to our previous agent for the marketing or sale of the space or facilities for the Event in the Territory, and that previous agent is entitled to commission on any sales made to exhibitors in the Territory after your appointment, you accept that you are not entitled to any commission for those sales, notwithstanding that they were made after your appointment under the Contract and you undertake not to seek any commission for those transactions.
    • Time when commission is due.
      • Commission shall become due to you as soon as and to the extent that we receive for immediate value from or on behalf of the exhibitor for the supply of the relevant Services.
      • Where the relevant supply contract provides for payment of the price by instalments, a proportionate part of the commission shall become due to you as soon as those instalments are received for immediate value by us, that proportion being equivalent to the proportion which those instalments bear to the total contract price.
    • Time for payment of commission.We shall pay you the commission due under the Contract by no later than 30 days after the end of the relevant Event.
    • VAT or other sales tax.All sums payable under this agreement are exclusive of any VAT or other applicable sales tax, which shall be added to the sum in question. A VAT invoice shall be provided against any payment.
    • Currency of commission payment.In the absence of contrary agreement, commission shall be paid to you in the same currency in which payment of the price under the relevant sale contract was made.
    • Disputes regarding commission.If any dispute arises as to the amount of commission payable by us to you, the same shall be referred to our auditors for settlement and their certificate shall be final and binding on both parties.
    • Procedure for establishing commission.For the purposes of establishing the amount of commission due to you:
      • you shall, within 14 days after the end of each Event , send us a statement showing the aggregate Net Revenue from the space or facilities for the Event invoiced by youon our behalf, as well as any necessary corrections arising out of errors in statements issued in respect of previous Events;
      • we shall, within 14 days of receipt of such statement, send to the Agent:
        • a statement confirming the aggregate Net Revenue from the space or facilities for the Event invoiced by us during that Quarter under a contract concluded by you, as well as any necessary corrections arising out of errors in statements issued in respect of previous Events; and
        • a statement of the commission due to you for that Event for aggregate Net Revenue invoiced by both you and us.
      • Commission payments.For the purpose of payment between us and you:
        • you shall, with the statement sent pursuant to condition 8.1, transfer to us in the currency of the relevant sale contract a sum equal to the aggregate Net Revenue invoiced by you less any deductions required by law but without any other deductions as specified in the statement together with any VAT or other sales tax relating to the aggregate Net Revenue. At the same time you will issue an invoice to us (in a form suitable for VAT purposes) for the commission due to you for that Event; and
        • we shall, with the statement sent pursuant to condition 8.2, transfer to you in the relevant currency the commission due to you for that Event.
      • You are trustee for sums due to us.You shall:
        • collect and hold as trustee in a separate bank account in your name but designated as a trust account for our benefit all monies due to us for any sales or otherwise (except for any transferred directly by the exhibitor to us);
        • transfer the same to us without deduction pursuant to condition 9.1; and
        • shall account on demand to us for any interest earned on credit balances from time to time in that account.
      • Accounts and records.Each party shall keep separate accounts and records giving correct and adequate details of all enquiries received and transactions conducted by you on our behalf and separate files of vouchers, invoices and receipts relevant to the Contract, and shall permit the duly appointed representatives of the other party at all reasonable times to inspect all those accounts and records and to take copies of them. For the avoidance of doubt, all rights in those records (including without limitation database right and copyright) shall belong to us.
      • If either party fails to make any payment due to the other under this agreement by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. The interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount.
  1. Compliance with laws and policies
    • Each party shall at its own expense comply with all laws and regulations relating to its activities under the Contract, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals and shall indemnify the other party from any failure to do so.
    • You shall comply with our relevant polices as we may update them from time to time.
    • The Agent shall be responsible for obtaining any necessary licences or permits necessary for its sale of space or facilities for the Event in the Territory.
  2. Intellectual Property
    • You acknowledge that all Intellectual Property Rights held by us together with any goodwill attaching thereto shall remain our sole property, and that nothing in the Contract licenses or otherwise grants you the right to use any of our Intellectual Property Rights in any way without the express our prior written consent.
    • We grant to you a non-exclusive, royalty-free licence to use, during the Term, our name and logo and that of the Event and our marketing materials in order to promote and advertise the Event and perform your under the Contract.
      • You shall not use any trade marks, trade names or get-up which resemble our trade marks, trade names or get-up and which would therefore be likely to confuse or mislead the public or any section of the public;
      • You shall not remove or alter any trade marks, trade names, or logos used in connection with the Event.
      • You shall not do or omit to do, or authorise any third party to do or to omit to do, anything which could invalidate or be inconsistent with our Intellectual Property.
  1. Insurance
    • You must have adequate insurance cover in place regarding your obligations under this Contract.
  2. Termination by you or us
    • Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
      • the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
      • the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
      • an order is made or a resolution is passed for the winding up of the other party, or an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or such an administrator is appointed, or a receiver is appointed of any of the other party’s assets or undertaking, or circumstances arise which entitle a court or a creditor to appoint a receiver or manager or which entitle a court to make a winding-up order, or the other party takes or suffers any similar or analogous action in consequence of debt, or an arrangement or composition is made by the other party with its creditors or an application to a court for protection from its creditors is made by the other party;
      • the other party ceases, or threatens to cease, to carry on all or substantially the whole of its business; or
      • any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 1.3 to 11.1.4 inclusive.
    • Without limiting our other rights or remedies, we may terminate the Contract immediately where we suspend or cancel the Event.
    • If we cancel or make a significant change to the Event which is due to Force Majeure we will not be liable to offer you any compensation or be liable for any losses or damages.
    • Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages for any breach of the Contract which existed at or before the date of termination.
  3. Consequences of Termination
    • Following termination of the Contract for whatever reason:
      • Each party immediately pay any sums due to the other and the provisions of condition 7 shall continue in force in relation to all sales where the sale has been concluded before the date of termination;
      • we will each return to the other (or, at the other’s request, destroy) all materials and confidential information belonging to the other that the other had supplied in connection with the Contract;
      • any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect including, without limitation, conditions 7 (Charges and Payment Terms), 9 (Intellectual Property Rights), 10 (IPR Indemnities), 12 (Consequences of Termination), 14 (Confidentiality), 15 (Data protection), 16 (Limitation of Liability) and 17 (Miscellaneous).
      • the rights granted by us to you under the Contract will immediately terminate and revert to us and you will not exercise the those right or use or exploit (directly or indirectly) your previous connection with us or the Event; and
      • you shall have no claim against us for indemnification or compensation, whether for loss of income, loss of agency rights, loss of goodwill or any analogous loss, other than a claim for damages if and to the extent that the termination was a breach of contract by the Principal.
    • Expiry or termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.
  4. Force majeure
    • Any party that is subject to Force Majeure shall not be in breach of the Contract and shall be excused from performance under the Contract while and to the extent they are unable to perform due to any Force Majeure.
    • If the circumstances of a Force Majeure make it impossible or uneconomical or unsafe to run the Event on the date planned, we will either:
      • convert the Event to a different format, for example, from a physical event to a virtual digital event; or
      • postpone the Event and all cancellation rights under condition 11.4 will be frozen as at the date we postpone.

If we convert the Event to a different format, then a suitable discount may be agreed between you and us. If we postpone the Event, we will use reasonable endeavours to rebook the Event for another date to take place within six months of the original date.

  • If you agree to a new date condition 4 applies; otherwise condition 13.5 applies.
  • If you agree to a new date, the Contract will be deemed amended so that all obligations relate to the new date, all payments already made will be allocated to the booking for the new date. If we had included your company’s name or logo on marketing collateral or other hard copy or electronic literature for the original date, we will revise or reproduce such materials for the new date at our cost.
  • If we are unable to agree a new date with you, you may terminate the Contract upon written notice to us. We will refund any payments you made, less our reasonable and unavoidable costs, for example, if we included your company’s name or logo on marketing collateral or other hard copy or electronic literature for the original date. This termination shall be without prejudice to the rights of the parties in respect of any breach of the Contract occurring before termination.
  1. Confidentiality
    • You and we each undertake not to at any time during the Contract, and for a period of five years after expiry or termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other or of any member of the group of companies to which the other party belongs, except as permitted by condition 2.
    • You/we may disclose the other’s confidential information:
      • to your/our employees, officers, representatives or advisers who need to know such information for the purposes of exercising your/our rights or carrying out your/our obligations under or in connection with the Contract. You/we shall ensure that you/our employees, officers, representatives or advisers to whom you/we disclose the other’s confidential information comply with this condition 14; and
      • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    • Neither you nor we shall use the other’s confidential information for any purpose other than to exercise the rights and perform the obligations under or in connection with the Contract.

  1. Data protection
    • Both you and we will comply with all applicable requirements of the Data Protection Legislation.
    • If we agree to supply you with a copy of the list of the attendees (including both in person attendees and digital registrants) to the Event, we will ensure that we have the right to do so including, where necessary, appropriate consents and notices in place to enable lawful transfer of the Personal Data to you.
    • Once we have supplied the list to you, you acknowledge that you will become a Data Controller of such Personal Data.
    • If we or you handle Personal Data under this Contract not described above, it is the intention of both parties to enter into an appropriate agreement covering the same.
  2. Limitation of Liability
    • This condition 16 sets out our and your entire financial liability (including without limitation any liability for the acts or omissions of our (or your, as applicable) employees, agents and sub-contractors) to us (or to you, as applicable) in respect of:
      • any breach of the Contract howsoever arising;
      • any use made by you of any rights we assign to you under the Contract; and
      • any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising under or in connection with the Contract.
    • Nothing in these conditions excludes our or your liability for:
      • death or personal injury caused by our negligence; or
      • fraud or fraudulent misrepresentation.
    • Subject to condition 1 and condition 16.2:
      • neither we nor you shall in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for: (a) loss of profits; or (b) loss of business; or (c) depletion of goodwill or similar losses; or (d) loss of anticipated savings; or (e) loss of goods; or (f) loss of contract; or (g) loss of use; or (h) loss or corruption of data or information; or (i) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
      • each of our and your total liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the amount paid under the Contract.
  1. Miscellaneous
    • Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be deemed to have been received: (a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or, if later, at the time recorded by the delivery service; (c) if sent by email, at 9.00 am on the next Business Day after transmission.
    • The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
    • The Contract may not be assigned, transferred, sub-licensed, or charged by either party without the prior written consent of the other save in respect of its Affiliates.
    • No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy.
    • Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including without limitation the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
    • The Contract shall be governed by and construed in accordance with the laws of England and Wales, the courts of which shall have exclusive jurisdiction in respect of any disputes arising from its terms and formation (including non-contractual disputes).