The SA Sports Expo

Standard Terms and Conditions

1.      Definitions

1.1     “Acceptance Date” means the date on which the Exhibitor agrees to these Standard Terms and Conditions (“T&C’s”) by either appending their signature hereto or by electronic agreement herewith. The exhibitor shall be deemed to have agreed to these T&C’s should they hold an Exhibition space at the SA Sports Expo to showcase their product / activity;

1.2    “Agreement” means this Agreement concluded between the organiser and the Exhibitor in respect of provision of an Exhibition space as set out in the Exhibitor booking form, which agreement will be exclusively governed by these Standard Terms and Conditions;

1.3    “Business Day” means Monday to Friday, but excludes Saturdays, Sundays and a day which is an official public holiday in the Republic of South Africa;

1.4    “Business Hours” means the hours between 08h00 and 17h00 on a Business Day;

1.5    “Booking Form” means the exhibitor booking form which the exhibitor is required to complete;

1.6    “Exhibitor” means the party as set out in the exhibitor booking form which shall include but shall not be limited any persons / entities / sponsors holding Exhibition Space to promote their product whether sponsored or paid, their successors in title or assign;

1.7    “Exhibition Space” means area or structure;

1.8    “Intellectual Property Rights” means the copyright in any work in terms of the Copyright Act, No. 98 of 1978, and includes without limitation the right to reproduce that work, the rights in respect of a trade mark conferred by the Trade Marks Act, No. 194 of 1993, the rights in respect of a design conferred by the Designs Act, No. 195 of 1993, and the rights in respect of a patent conferred by the Patents Act, No. 57 of 1978 including any applications for the aforegoing and any names, licenses, know how, trade secrets and data associated with the a foregoing;

1.9     “Services” means all the services rendered by the Organiser to the Exhibitor for the duration of this Agreement;

1.10   “Organiser” means the SA Sports Expo (Pty) Limited, a company with limited liability duly registered in terms of the Company Laws of South Africa, Act 71 of 2008, registration number 2015/201487/07 and registered address at 1107 Bungalow Street, Allens Nek Ext. 3, Roodepoort, 1709 its servants, agents and successors and assigns;

1.11    “Uncontrollable Event” means (including without limitation) any fire, flood, earthquake, elements of nature or acts of God, riots, civil disorders, rebellions or revolutions in any country or any other cause beyond the reasonable control of the Organiser including the termination or suspension of services provided by a third party supplier which may result in a delay or a failure to provide the Services;

1.12    “VAT” means Value Added Tax as provided for in the Value Added Tax Act, 1991.

2.      Commencement, Duration and Termination

2.1     Notwithstanding that which is set out hereunder, this Agreement will commence on the Acceptance Date and the terms hereof shall endure indefinitely or until cancelled as provided for in this clause 2, or otherwise as provided in this Agreement.

2.2     Cancellation of Agreement:

2.2.1  Notwithstanding that which is set out in clauses 1 and 2.2.3 herein the Exhibitor may only cancel this Agreement in accordance with that which is set out in clauses 7.1 and 7.2 herein.

2.2.2 The Organiser may forthwith cancel this Agreement where the Exhibitor has failed to make payment or where the Exhibitor has breached this Agreement and notwithstanding written notice to remedy such breach within the time period provided, fails to do so.

2.2.3 In the event that the Exhibitor cancels the Agreement, the Exhibitor will remain liable for all amounts owing up to the date of cancellation and/or any monies expended by the Organiser on behalf of the Exhibitor, which it cannot recover, as set out in clause 3 herein.

2.3      This agreement shall apply to all services rendered by the Organiser to the Exhibitor, to the complete exclusion of any other terms and conditions whether oral or in writing.

3.      Supply, Delivery and Availability Of Exhibition space

3.1     Whilst the Organiser shall use all reasonable endeavours to ensure that the location of the Exhibition Space within the exhibition is as per the Booking Form, the Organiser has the right at its sole and absolute discretion to relocate the Exhibition space to a more suitable position and shall not be held liable for any loss or damage whatsoever as a result of such relocation.

3.2     The Exhibitor understands that reservations for Exhibition Space is dependent on signature of a signed Booking Form and payment of a 50% deposit.

3.3     Whilst the Organiser shall take all such reasonable steps to ensure that access to and vacant possession of the Exhibition Space is given to the Exhibitor for preparation and use on the dates as agreed in the Booking Form, such dates and possession shall be variable at the sole discretion of the Organiser and the Organiser shall not be held liable for any loss or damage whatsoever or howsoever arising as a result of any such delay.

3.4     The Organiser does not warrant that the Exhibition Space is suitable or fit for the purpose intended by the Exhibitor. The Exhibitor acknowledges that it has satisfied itself that the Exhibition Space is suitable for the purpose intended.

3.5     The Organiser reserves the right in its sole and absolute discretion in the interest of the Exhibition as a whole to, relocate to a new venue should the venue become unsuitable for whatsoever reason, and/or to reschedule the dates of the Exhibition to a time more advantageous to the success of the Exhibition, subject to the terms and conditions of this agreement, and the Organiser shall not be held liable for any loss or damage, of whatsoever cause and howsoever arising in the event of such relocation or reschedule.

4.      Retention and Use of Exhibition space

4.1     It is recorded that the Exhibitor shall not be entitled to:

4.1.1   Retain the Exhibition Space or any materials thereof or any property supplied by the Organiser, without the express prior written consent of the Organiser;

4.1.2   The Exhibitor shall not use any form of visual or vocal apparatus on the Exhibition Space, which cause an annoyance or nuisance to other exhibitors, the Organiser or the landlord, or demonstrate any product, which produces excessive noise. Noise levels must be confined to the Exhibition Space and no amplified sound may be heard outside the Exhibition Space. Noise levels may not exceed 70 DB, without prior written consent of the Organiser.

4.1.3  The Exhibitor shall only be entitled to distribute literature and printed matter from its Exhibition Space and shall not be entitled to distribute same anywhere else at the exhibition without the Organiser’s written consent.

4.1.4  The Exhibitor shall not be entitled to cede, assign, transfer, make over, sublet, subcontract, delegate or alienate any of its rights or obligations in terms of this agreement without the Organiser’s written consent.

4.1.5  The Exhibitor shall keep the Exhibition Space open and adequately staffed whenever the exhibition is open to the public.

4.1.6  The nature of the services to be provided to the Exhibition Space or the exhibition site shall be in the sole and absolute discretion of the Organiser.

4.1.7  All corner Exhibition spaces must be open on the aisles. Under no circumstances may the open side/s of an aisle Exhibition spaces be closed with any form of walling or partitioning.

4.1.8  In the interest of maintaining the quality level of the exhibition, the Organisers will vet all the Exhibition Space by 18h00 on the last day of build up. Should the Exhibitor’s Exhibition Space be below the standard of exhibition or not fit the profile of the exhibition, the Exhibitor will be given notice to fix the problem within 2 hours or the Exhibition space will be closed. After completion of the installation, the Organiser shall be entitled to require the Exhibitor to make such additions or changes to the installation, as it in its discretion requires.

4.1.9  The Organiser shall at all times be entitled to free and undisturbed access to the Exhibition Space during the preparation and use thereof by the Exhibitor.

4.1.10 The Exhibition Space shall be prepared and the installation shall be constructed to a standard at least equal to the general standard of remaining Exhibition Stands rented by other exhibitors at the exhibition.

4.1.11 Ownership in and to the shell scheme shall not pass to the Exhibitor nor shall the Exhibitor enjoy any rights in respect of the shell scheme save and except those specifically granted to it in terms hereof. Upon the termination of the exhibition, the Exhibitor shall return the shell scheme to the Organiser in good condition, fair wear and tear accepted. During the course of the exhibition, the Exhibitor shall maintain the shell scheme in good order and condition and shall follow all of the Organiser’s instructions from time to time with regard to the use and care thereof.

5.      Communication, Complaints Handling and Dispute Resolution

5.1     The Exhibitor agrees that the Organiser may from time to time send the Exhibitor communications/notifications regarding (without being limited to) special offers, promotions or discounts, promotional competitions, which the Organiser may negotiate for and/or offer to its Exhibitors and/or new Services launched. All communications will abide by the Organiser’s Privacy Policy and applicable law. The Exhibitor will always be entitled to notify the Organiser in writing that it does not wish to receive or continue to receive such communications and if the Exhibitor is a consumer as contemplated in the CPA, to pre-emptively block the receipt of such communications.

5.2     Complaints must be submitted to the Organiser and will be dealt with by the Organiser in accordance with the provisions of this clause 5.

5.3     Any payment default by the Exhibitor arising from, or in connection with, the Services rendered or provided by the Organiser, will be excluded from the provisions of this clause, and the Organiser will be entitled to proceed to institute legal action against the Exhibitor for recovery.

5.4     Without prejudice to the Exhibitor’s rights in law, the Exhibitor is required, to first approach the Organiser with any complaint or dispute which it may have in writing addressed to tyron@sasportsexpo.co.za , and afford the Organiser a reasonable opportunity to resolve a complaint before the Exhibitor approaches any other relevant authority, court or other dispute resolution body or refer the matter to Arbitration as contemplated in clause 5.5 below.

5.5     Any dispute between the parties must be first referred to mediation and then in the event that it is not resolved, may then be referred to Arbitration and finally resolved in accordance with the rules of the Arbitration Foundation of Southern Africa. Such Arbitration shall be held in Johannesburg, and conducted in the English language before one arbitrator appointed in accordance with the said rules. Any award will be final and not subject to appeal. This agreement to arbitrate shall be enforceable in, and judgement upon any award may be entered in any court of any country having appropriate jurisdiction. A dispute shall be deemed to have arisen when either party notifies the other party in writing to that effect.

5.6     The arbitrator shall have the power to give default judgement if any party fails to make submissions on due date and/or fails to appear at the arbitration.

5.7     The provisions set out above shall not prevent either party from approaching any court of competent jurisdiction to obtain interim or other relief in cases of urgency.

6.      Charges and Payments

6.1     The consideration recorded on the Exhibitor’s application to exhibit is exclusive of VAT and shall be payable strictly in accordance with the payment terms on the Booking Form.

6.2     The consideration payable by the Exhibitor shall be paid without deferment, free of exchange and without any deduction or set-off of whatsoever nature.

6.3     The Exhibitor acknowledges that:

6.3.1   A 50% deposit is required on signature of the Booking Form.

6.3.2  payment is required in full by 30 October 2016 in order to guarantee the Exhibitor’s participation in the exhibition. Any Exhibition space booked post 31 October 2016 requires payment in full upon signature of the Booking Form.

6.3.3  all payments made to the Organiser shall only be deemed to have been received by the Organiser when same is actually delivered to the Organiser and all risk in and relating to such payments shall lie with the Exhibitor until date of delivery to the Organiser;

6.3.4  payments made directly into the Organiser’s bank account shall be at the Exhibitor’s risk until confirmed as cleared funds by the Organiser’s bankers; and

6.3.5  no third party is authorised to accept any payment due by the Exhibitor on behalf of the Organiser.

6.4     In the event of any amount not being paid by the Exhibitor to the Organiser on due date, the Organiser will have the right, in addition to and without prejudice to any of the Organiser’s other rights or remedies in law to charge interest on any unpaid amount from the Due Date, at a rate to be determined by the Organiser not exceeding 2% per annum over the base rate as charged by Standard Bank Limited from time to time, such interest to be calculated on a daily basis from date of payment until payment is received in full, including payment for all costs and expenses (including legal costs on an attorney own client scale) incurred by the Organiser in connection with the recovery of any payment due to it by the Exhibitor; and to claim all other amounts owed by the Exhibitor to the Organiser which shall forthwith become due and payable.

6.5     The organiser shall, in its sole and absolute discretion be entitled to appropriate any and all payments made by the Exhibitor towards the payment of any debt or obligation of whatsoever nature owed by the Exhibitor to the Organiser, irrespective of when or how such obligation or debt arose.

6.6     A certificate signed by a director or the Organiser as to the amount owing to the Organiser by the Exhibitor at any time shall be admitted as evidence in any legal proceedings or for any other purpose whatsoever and shall constitute prima facie proof of its contents and of the amount owing by the Exhibitor to the Organiser.

6.7     To the extent that the Organiser incurs any additional expenditure relating to the tracing and/or collection of unpaid amounts, those costs shall be for the Exhibitor’s account to the extent permitted by law.

7.      Cancellation and Authority

7.1    Cancellations must be sent to the Organiser in writing. The Organiser will not accept a cancellation if the Exhibitor has not given written notification and the Organiser shall not be obliged to accept or agree to a cancellation.

7.2     If the Exhibitor cancels the agreement and the Organiser agrees to accept such cancellation:

7.2.1  The Exhibitor will be liable for 100% of the agreement value subject to the cancellation 60 days or less before the exhibit;

7.2.2   The Exhibitor will be liable for 75% of the agreement value subject to the cancellation between 61 and 120 days before the exhibition.

7.2.3   The Exhibitor will be liable for 50% of the agreement value subject to cancellation between 121 and 180 days before the exhibition;

7.2.4   The Exhibitor will be liable for 25% of the agreement value subject to the cancellation between 181 and 270 days before the exhibition;

7.3      If the party signing this agreement on behalf of the Exhibitor has not been authorised to do so, the Exhibitor hereby agrees that in such case its members, directors or partners shall be personally liable for all obligations in terms of this agreement.

7.4       Should the Exhibitor be a Company, Close Corporation, Trust, Association or Partnership, then the signatory thereto agrees to bind him/herself as surety and co-principal debtor with the Exhibitor for all amounts owing by the principal debtor in terms of this agreement to the Organiser. The Signatory hereto, further hereby renounces the benefits and defences of exclusion and division.

8.        Acceptable Use Policy

8.1       General Prohibitions: The Organiser prohibits use of the Services in any way that is: i) unlawful, incitement to commit criminal acts, or is harmful to the Organiser’s reputation or which may interfere with or infringe any Third Party’s intellectual property rights; or results in the publication of threatening or offensive material which is harmful,

obscene, discriminatory, defamatory, constitutes hate speech; or constitutes abuse, a security risk or a violation of privacy. The Organiser shall not be liable to any third party for breach of the aforesaid and the Exhibitor hereby indemnifies the Organiser against any claim or loss or damage arising therefrom.

8.2     Public policy: The Organiser, its staff, representatives, successors or assigns shall not be responsible in any manner whatsoever for any damage to any venue, person or material at the Expo and the Exhibitor shall assume all responsibility therefore.

9.       Intellectual Property Rights

9.1      The Exhibitor agrees to comply with all laws applicable to any Intellectual Property Rights in respect of any information accessed or retrieved or used by the Organiser at an event or through the Services.

9.2     The Exhibitor is prohibited from using any of the Organiser’s Marks without the prior written approval of the Organiser, however the Exhibitor authorises the Organiser to use the Exhibitor’s name, logo and photographs for promotional purposes.

10.      Breach

10.1     Subject to any other provisions set out in these Standard Terms and Conditions or any other document provided by the Organiser and without prejudice to any of the provisions of this Agreement, should the Exhibitor be in breach of any provision of this Agreement, then the Organiser shall be entitled, without prejudice to any other rights that it may have and to the extent required or permitted, as the case may be, by law, to forthwith:

10.1.1   afford the Exhibitor in writing reasonable notice to remedy the breach, taking into account the nature of the breach in question; or

10.1.2   if the Exhibitor has not remedied the breach as per 10.1.1 the Services will be suspended in so far as may be possible; or

10.1.3  claim immediate performance and/or payment of all the Exhibitor’s obligations in terms hereof.

11.       Indemnity and Limitation of Liability

11.1     The Exhibitor acknowledges that through the implementation of the Services, the Organiser sub contracts to various Third Party Suppliers over which the Organiser has no control, assumes no responsibility for any errors, misrepresentation or damage as a result of the conduct of such Third Party Suppliers and does not guarantee or make any warranties or representations with respect to the services rendered by such Third Party Suppliers.

11.2     The Services are provided on an ‘as is’ basis, and any and all guarantees, representation and warranties, express or implied, including but not limited to any warranty of fitness for a particular purpose or merchantability or non-infringement, are hereby expressly disclaimed and excluded by The Organiser and/or its Third Party Suppliers.

11.3     The Organisers, its Third Party Suppliers representatives, staff and/or assigns shall not be liable to the Exhibitor, or to any other person, firm or corporation whatsoever for any damages arising from or occasioned by, any delays, inaccuracies, errors or omissions in the Services, whether or not resulting from the Organiser’s negligence. To the extent permitted by applicable law, the Organiser and its Third Party Suppliers shall not be liable under any circumstances for loss of profit or any direct, indirect, incidental, special, exemplary, punitive or consequential damages as a result of this Agreement or non-compliance herewith.

11.4     The Exhibitor agrees to hold the Organiser harmless from and to indemnify it, its servants and agents against all actions, claims, costs, expenses and/or damages in respect of death or injury to the Exhibitor and/or any of its guests arising out of or in connection with this Agreement or the attendance at the exhibition in all circumstances other than the gross negligence of the Organiser. The Organiser shall also not be held liable in any manner as a result of the cancellation of the event due to circumstances beyond its control.

11.5     The Organiser shall not be responsible for any special or direct, indirect or consequential loss or damage to the Exhibition Space or other property of any kind brought into the exhibition by the Exhibitor, its servants, employees, agents, contractors or invitees whosoever such loss or damage to the Exhibition Space or property; or injury to person may be caused and notwithstanding that such loss or damage to the Exhibition Space or property, or injury to person may have

been occasioned by the fault, neglect or gross negligence of the invitees or by the exhibition site being in or falling into a defective state of repair.

11.6    In addition, and not limiting the generality of the aforegoing, under no circumstances shall the Organiser be liable towards the Exhibitor or any other person for any loss of any nature whatsoever and howsoever arising, including but not limited to loss goodwill, loss of profits, loss of revenue or, difficulties which may arise out of this agreement.

11.7     The Exhibitor hereby indemnifies the Organiser against all and any actions, claims, demands, costs, charges or expenses arising or resulting directly, or indirectly from any act, omission or negligence by the Exhibitor, its servants, agents, contractors or invitees notwithstanding that such action, claim, demand, cost, charges or expenses my have been occasioned in whole or in part by the Organiser, its servants, employees, agents, contractors or invitees, or by the exhibition site or any installations thereof being or falling into a defective state of repair.

12.      Force Majeure

12.1     No party will be liable to any other party for any default or delay in the performance of its obligations under this Agreement if, and to the extent that, such default or delay is caused by any uncontrollable event, act of God, war or civil disturbance, court order, any delay in any performance due from another party, or any other circumstance beyond its reasonable control, including without limitation, failures and fluctuations in electrical power or communications, provided that the non‑performing party is without fault in causing such default or delay, and that such default or delay could not have been prevented by the non‑performing party through the use of alternative sources, recovery plans or other means.

12.2     Following any circumstance of force majeure, the non‑performing party shall:

12.2.1  notify the other party as soon as possible;

12.2.2  be excused from further performance or observance of its obligations so affected for so long as such circumstances prevail and such party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible, without delay; and

12.2.3  co‑operate with the other party in implementing such contingency measures as the other party may reasonably require.

13.      Cession and Delegation

13.1     The Exhibitor may not sell, cede, assign, delegate or in any other way alienate or dispose of any or all of the Exhibitor’s rights and obligations under and in terms of this Agreement without the prior written approval of the Organiser.

14.      Jurisdiction

14.1     Notwithstanding clause 5 above, the Exhibitor hereby consents to the jurisdiction of the Magistrate’s Court in the Republic of South Africa in respect of any proceedings that may be initiated by the Organiser arising out of this Agreement, provided that the Organiser shall be entitled, in its reasonable discretion, to institute such proceedings in the High Court of South Africa.

15.       Insurance

15.1      The Exhibitor is responsible for the insurance of any goods brought by them into the exhibition halls. The Organisers will not be held liable for any loss in respect of such goods from any cause whatsoever and without limiting the generality of the aforegoing, whether by theft, fire, breakage and/or negligence of any persons.

15.2     The Exhibitor undertakes and agrees that it shall have adequate third party liability insurance in place upon signature hereof.

16.       General

16.1      The parties acknowledge and agree that this Agreement constitutes the whole of the agreement between them and that no other agreements, guarantees, undertakings or representations, either verbal or in writing, relating to the subject matter of this Agreement not incorporated in this Agreement shall be binding on the parties. No changes or cancellation of this Agreement by the Exhibitor, including any changes to the PO will be binding on any of the parties unless recorded in writing and signed by both parties, notwithstanding activation of the services.

16.2     The Exhibitor agrees that any notices that either party sends the other in terms of any agreement concluded between them, shall be sent in writing and may be sent via registered post, e-mail or facsimile unless otherwise prescribed by law.

16.3      No indulgence, leniency or extension of time which the Organiser may grant or show to the Exhibitor, shall in any way prejudice the Organiser or preclude the Organiser from exercising any of its rights in the future.

16.4      The physical address where the Organiser will receive legal service of documents is the following:

EfferVescENTS Event Management CC

1107 Bungalow Street

Allensnek Ext 3

Roodepoort

Gauteng

South Africa

1709

FAX: 086 541 3590