1. DEFINITIONS

In these Terms and Conditions:

1.1 Unless the context clearly indicates a contrary intention, the following words and expressions bear the meanings assigned to them hereunder and cognate expressions bear corresponding meanings:

1.1.1 “Company” means SAPICS, The Professional Body for Supply Chain Management, as well as its contracted Conference organisers, Upavon Management (Propriety) Limited, a Company, duly registered and incorporated as such in the Republic of South Africa and having registration number: 1995/05757/07, and shall include its successors-in-title;

1.1.2 “Cut-Off Date” means the date 3 months before the commencement of the event;

1.1.3 “Event” means The Client’s Annual Conference or other such event as described in the Stand Reservation Form and in respect of which the Exhibitor is seeking to book or has booked a Stand;

1.1.4 “Exhibitor” means the party booking and using the Stand at the Event in terms of these Terms and Conditions.

1.1.5 “Fee” means the Company’s applicable price, together with any applicable late payment interest thereon referred to in clause 3, together with value added tax on such amount/s, for the use of the Stand at the Event by the Exhibitor;

1.1.6 “Final Payment Date” means the date specified as such in the Stand Reservation Form;

1.1.7 “In Writing” means, in the case of the Company, a written letter, e-mail and/or other written document duly issued by the Company and signed by one or more of its directors and/or senior managers who is/are duly authorised thereto;

1.1.8 “Late Payment Date” means the date specified as such in the Stand Reservation Form;

1.1.9 “Parties” means the parties to these Terms and Conditions, being the Company and the Exhibitor;

1.1.10 “Stand” shall mean the area at the Event allocated by the Company to the Exhibitor;

1.1.11 “Stand Reservation Form” means the Company’s Stand Reservation/Deposit Payment Form in respect of the Event and being the form duly completed and lodged by the Exhibitor with the Company for the purposes of booking the Stand for its use at the Event in terms of these Terms and Conditions;

1.1.12 “Terms and Conditions” shall mean this document, setting out the terms and conditions applicable between the Company and the Exhibitor in respect of the Exhibitor’s occupation and use of the Stand at the Event; and

1.2 Subject to clauses 1.3 and 1.4 hereunder, defined terms appearing in these Terms and Conditions in title case and in bold shall be given their meaning as defined, while the same terms appearing in lower case and/or not in bold shall be interpreted in accordance with their plain English meaning.

1.3 The words “include” and “including,” mean, “include without limitation” and “including without limitation”. The use of the words “include” and “including” followed by a specific example or examples shall not be construed as limiting the meaning of the general wording preceding it.

1.4 The word “clause” or “clauses” refer to clauses of these Terms and Conditions.

1.5 Where figures are referred to in numerals and in words, and there is any conflict between the two, the words shall prevail, unless the context indicates a contrary intention.

1.6 Reference to “days” shall be construed as calendar days unless qualified by the word “business”, in which instance a “business day” shall be any day other than a Saturday, Sunday or public holiday in the Republic of South Africa. Any reference to “business hours” shall be construed as being the hours between 08h30 and 17h00 on any business day. Any reference to time shall be based upon South African Standard time.

1.7 Unless specifically otherwise provided, any number of days prescribed shall be determined by excluding the first and including the last day or, where the last day falls on a day that is not a business day, the next succeeding business day.

1.8 No provision herein contained shall be construed against or interpreted to the disadvantage of a Party by reason of such Party having or being deemed to have structured, drafted and/or introduced such provision.

2. AGREEMENT

The Exhibitor agrees that:

2.1 these Terms and Conditions, together with all rules and/or regulations relating to the Event published by the Company on its website and/or issued by it In Writing from time to time, will govern the Exhibitor’s usage of the Stand at the Event;

2.2 any conflicting terms and/or conditions stipulated by the Exhibitor are expressly excluded;

2.3 these Terms and Conditions supersede all previous terms, conditions and/or agreements relating to the usage of the Stand by the Exhibitor at the Event; and

2.4 the Event is being organised and managed by the Company at the venue and on the dates and times specified by the Company in the Stand Reservation Form; provided that the Company reserves the right to make changes to the exhibit hours, and any such changes will be made as far in advance of the Event as reasonably possible, and the Exhibitor will be notified accordingly.

3. FEE

3.1 Subject to the provisions of clause 3.7, The Exhibitor will be entitled to place bookings (subject to availability) with the Company for the use of the Stand at the Event by either providing the Company with a signed Stand Reservation Form accompanied by proof of payment of the Fee or via the submission of an online booking and payment of the Fee through the Company’s website provided that the Company shall not be obliged to accept any such booking, with the acceptance thereof being within its sole discretion and with booking of the Stand only deemed to be confirmed by the Company after payment in full of the Fee in terms of clause 3.3 and then only once reservation is confirmed by the Company on its website and/or In Writing.

3.2 The Fee for the use of the Stand by the Exhibitor at the Event will be in the sum indicated in the Stand Reservation Form for the Event and includes the shell scheme, plug point/s, electricity, spotlights, security services and general illumination of the Stand as well as those number, if any, of free Event registrations that may be specified by the Company In Writing.

3.3 The Fee payable by the Exhibitor to the Company shall be as follows:

3.3.1 in the event of the booking being given effect to by the Exhibitor on or before the Cut-Off Date, the Exhibitor shall be obliged immediately to pay 50% (FIFTY PERCENT) of the Fee to the Company simultaneously with making such booking, with the remaining 50% (FIFTY PERCENT) of the Fee, together with payment for all additional services requested by the Exhibitor on the Company’s Miscellaneous Services Form, to be paid by the Exhibitor to the Company on or before the Final Payment Date; or

3.3.2 In the event of the booking being given effect to after the Cut-Off Date but prior to the Late Payment Date, the Exhibitor shall be obliged immediately to pay the entire Fee, together with payment for all additional services requested by the Exhibitor on the Company’s Miscellaneous Services Form, to the Company simultaneously with making such booking; and

3.3.3 in all cases, in the event of the Exhibitor failing to pay the Fee in full to the Company on or before the Late Payment Date, the Exhibitor shall be required to pay to the Company, in addition to the Fee, interest at 1.5% per month until paid in full.

3.4 The Fee and any late payment interest thereon shall be payable by the Exhibitor to the Company in cash, in South African currency (Rands) and free of any exchange, deduction and/or set-off. Payments can be made using a credit card or by bank transfer or by direct deposit, paid into the Company’s bank account specified in the Stand Reservation Form. All bank fees and/or money transfer costs shall be for the account of the Exhibitor and the Exhibitor, must indicate its Event registration number and name as a reference on all bank deposits, transfers and communications.

3.5 In the event of any default by the Exhibitor in respect of any payment due by it to the Company in terms of these Terms and Conditions, the Exhibitor hereby consents and authorises the Company to furnish its name, credit record and repayment history to any credit bureau as a delinquent debtor.

3.6 The Exhibitor shall not be entitled to withhold payment of the Fee and/or any late payment interest thereon, or any portion thereof, for any reason whatsoever, including due to any dispute that may be pending between the Parties, nor shall the Exhibitor be entitled to make any deduction from the Fee or set-off any alleged claim against any amount/s, or any portion thereof, due by the Exhibitor to the Company.

3.7 Payment by the Exhibitor of the Fee, in part or in full, shall not guarantee a Stand for the Exhibitor at the Event in that allocation of a Stand to the Exhibitor will be subject to availability, with the Company only allocating a Stand at the Event to the Exhibitor in the event of there still being Stands available at the Event once the Exhibitor has paid the Fee in full to the Company.

4. USE OF STAND

4.1 The Exhibitor agrees not to assign, sublet and/or share the Stand without the knowledge and prior written consent of the Company. The Exhibitor will not be permitted to display anything outside the confines of the Stand. Printed advertising may be distributed by the Exhibitor from within the confines of its Stand inside the exhibit hall only. No exhibits, parts, accessories, promotional material and/or any other goods and/or material bearing any name and/or form of advertising may be displayed and/or distributed within the registration area, lobby, lounge and/or food service area at the Event. Tall equipment placed in the Stand must not exceed 2.4 metres in height, and must not restrict a clear view of neighbouring exhibits in stands adjacent and/or nearby to the Stand.

4.2 The Exhibitor agrees that the purpose of the Event is the professional education of persons attending thereat and the Exhibitor undertakes to conduct itself accordingly. The Company reserves the right to determine eligibility of any Exhibitor, product and/or service.

4.3 During all hours that the Event is open, the Exhibitor must occupy its Stand, and staff its Stand with competent personnel. The Exhibitor shall not dismantle its Stand or otherwise interfere with the orderly conduct of the Event until it is finally closed.

5. CANCELLATION POLICY

5.1 Subject to the provisions of clauses 5.2 to 5.4, notification by the Exhibitor of its wish to cancel its booking of the Stand for the Event must be made in writing and sent to the Company by e-mail or telefacsimile, which notification must include all the relevant information regarding the bank account to which a possible refund may be remitted in the event of the Exhibitor qualifying for a refund in terms of clause 5.3.

5.2 The Exhibitor specifically recognises and agrees that the Company will sustain losses in the event of the Exhibitor cancelling its booking, particularly where it fails to provide timely notice of cancellation, which losses include the inability to replace those cancelling, as well as advertising costs, and harm to its credibility, and redesigning of floor space. Accordingly, in the event of such written notification of wish to cancel being received by the Company from the Exhibitor at any time after the Cut-Off Date, the Exhibitor shall not qualify for any refund of the Fee and/or any late payment interest thereon and the Exhibitor shall remain liable for the full amount of the Fee and any late payment interest thereon.

5.3 In the event of such written notification of wish to cancel being received by the Company from the Exhibitor at any time on or before the Cut-Off Date, the Exhibitor shall qualify for a refund of 50% (FIFTY PERCENT) of the Fee but shall remain liable to the Company for the other 50% (FIFTY PERCENT) of the Fee.

5.4 A cancellation by the Exhibitor of its booking of the Stand for the Event will not be effective until an acknowledgment of cancellation is issued In Writing by the Company.

5.5 In circumstances where the Event cannot be held or is postponed due to events and/or circumstances beyond the control of the Company and/or due to events and/or circumstances which are not attributable to the wrongful intent or gross negligence of the Company, the Company shall not be liable to the Exhibitor for any direct and/or indirect damages, costs and/or losses incurred as a result, including transportation costs, accommodation costs and/or financial loss.

5.6 Under these circumstances and subject to clause 5.7, the Company shall have the right either to retain the entire Fee and to use it for a Stand to be allocated to the Exhibitor at the Event postponed for a future date, or to reimburse the Exhibitor after deducting costs already incurred for the organisation of the Event and which cannot be recovered by the Company.

5.7 Further under these circumstances, the Exhibitor will be notified of a revised date for the Event and the Exhibitor shall have the right, on written notice to the Company to be given at least 6 (SIX) weeks before the revised date for the Event, to cancel its Stand and upon timeously giving such notice, the Exhibitor shall be entitled to receive a full refund of the Fee [to be paid to the Exhibitor within 8 (EIGHT) weeks of receipt by the Company of the Exhibitor’s said written notice]. In the event of the Exhibitor not timeously giving such written notice, its attendance at the postponed Event shall automatically be confirmed and its booking will be transferred to the new Event date, with these Terms and Conditions l applying to the transferred booking and postponed Event, mutatis mutandis.

6. SECURITY, INSURANCE AND NON-LIABILITY

6.1 The Exhibitor acknowledges that the layout of the exhibition area and the large number of people attending the Event make it impossible for adequate security to be provided to protect the Exhibitor’s merchandise and other property. Furthermore, the Exhibitor acknowledges that any security guards and/or storage areas provided at and/or for the Event may be inadequate, and that the Company has made no representations regarding the adequacy of such security measures. The Company therefore recommends that the Exhibitor consults its own insurance representative to obtain appropriate insurance cover for the Event. It is confirmed in this regard that the Exhibitor is responsible for taking, and is encouraged to take, both precautionary measures of its own (such as arranging its own supplementary security facilities) and appropriate insurance cover in connection with its usage of the Stand at the Event. The Company, and/or any other party associated with the Event in any capacity shall not be liable for any kind of losses and/or damages suffered by the Exhibitor, including that to its personal property. The Exhibitor assumes all risk of loss and damage to its merchandise, fixtures, displays and/or any other property belonging to it and/or under its control and/or possession and which are located in the Stand, exhibition hall, storage area and/or any other areas where access has been provided to the Exhibitor by the Company, including where such loss and/or damage results from theft, vandalism, and/or any other damage caused by any agent or employee of the Company, and/or any other party associated with the Event and/or any other person either authorised or not authorised to be present at the exhibition hall.

6.2 Neither the Company, nor any other party associated with the Event (nor any of their agents and/or representatives) will, under any circumstances, be liable for any injury, loss and/or damages, whether special, general, direct, indirect and/or consequential, suffered by the Exhibitor, its employees, invitees, guests and/or customers, arising directly and/or indirectly from the Event. All warranties (whether express or implied) relating to the Stand and/or the Event are excluded. The Company accepts no liability for any loss and/or damages whatsoever that the Exhibitor, its employees, invitees, guests and/or customers may suffer in connection with or arising directly and/or indirectly from the Event or otherwise (including loss of profit, loss of business and/or any other type of economic loss). The Exhibitor hereby indemnifies the Company, and any other party associated with the Event against all claims of whatsoever nature that may be made against the Company, and/or such other party arising directly and/or indirectly from the Event. The Exhibitor is accordingly responsible for taking, and is encouraged to take, appropriate insurance cover in connection with the aforegoing. The Exhibitor shall be responsible for any damage to the carpets, shell scheme and/or electrical fittings and/or wirings of the Stand.

7. PHOTOGRAPHY AND VIDEOGRAPHY DISCLOSURE

The Exhibitor hereby:

7.1 consents to the Company and/or their representatives taking photographs and/or video recordings at the Event of all Event related activities and parties, including the Exhibitor;

7.2 permits the Company and/or their representatives to use and distribute such footage, which may feature images of the Exhibitor and/or its Stand and/or its products, in advertising, promotions and/or other such marketing endeavours and/or documents of the Company and/or their representatives, whether in hardcopy, electronically or otherwise;

7.3 waives its right to inspect and/or approve the photographs and/or video recordings and/or other finished products incorporating such graphics, including copies that may be created and/or appear in connection therewith;

7.4 consents to the Company owning the copyright in such photographs and/or video recordings and/or derivatives thereof, with the Exhibitor waiving any claims based on the usage thereof and/or the works derived therefrom.

8. JURISDICTION, COSTS, CERTIFICATE AND CAPACITY

8.1 The Exhibitor hereby consents, in terms of Section 45 of the Magistrates’ Court Act, No. 32 of 1944, as amended, to the jurisdiction of the Magistrate’s Court having territorial jurisdiction over the Exhibitor, notwithstanding that any action or proceeding arising herefrom would otherwise be beyond the jurisdiction of such Court; provided that the Company shall always have the right (at its election) to institute any action or proceedings in any other competent Court having jurisdiction and, in the event of the Company exercising such election so as to institute any such action or proceedings in any division of the High Court of South Africa, the Exhibitor agrees that this shall have no adverse effect on the Company’s right to claim costs on the High Court scale as between attorney and own client as envisaged in clause 8.2.

8.2 In the event of the Company having to instruct an attorney to enforce any of its rights against the Exhibitor in terms of these Terms and Conditions or otherwise, the Exhibitor shall be liable for and shall pay to the Company the attorney and own client costs incurred by the Company in connection therewith, including, where applicable, collection commission and tracing agents charges.

8.3 The Exhibitor hereby agrees that a certificate signed by any director or manager of the Company (whose authority, appointment and designation it shall not be necessary to prove) as the existence and amount of any indebtedness of the Exhibitor to the Company at any time in terms of these Terms and Conditions, shall be prima facie proof (sufficient evidence) of the amount of such indebtedness to the Company and the fact that such amount is due, owing and payable by the Exhibitor to the Company.

8.4 The individual signing the Stand Reservation Form and/or booking for the Event online (as the case may be) warrants that he/she has full capacity to bind the Exhibitor to this contractual agreement with the Company as set out in these Terms and Conditions, and that he/she has read and understood the provisions contained in these Terms and Conditions, and thereby binds the Exhibitor hereto. In the event of the Exhibitor booking the Stand and registering for the Event via the Company’s website on-line booking and registration platform and facility, it is confirmed that such on-line booking and registration procedure expressly requires the individual booking the Stand and registering for the Event on behalf of the Exhibitor to acknowledge having read and understood these Terms and Conditions and to bind the Exhibitor thereto.

9. OTHER TERMS AND CONDITIONS

9.1 The Exhibitor shall comply with all fire laws, electrical codes and all other rules, regulations, codes and statutes with respect to the installation, conduct and/or disassembly of its exhibit at the Event.

9.2 The Exhibitor shall further comply with all reasonable requests and/or instructions of the Company, and/or any other party associated with the Event in any capacity, with respect to the installation, conduct and/or disassembly of its exhibit at the Event.

9.3 The Exhibitor’s exhibit at the Stand shall be conducted in a decorous manner in order not to be objectionable to other exhibitors, the Company, Event delegates and/or the public.

9.4 The Company reserves the right to close, remove and/or require changes to the Exhibitor’s exhibit, and/or to remove any of the Exhibitor’s personnel, agents, representatives, independent contractors, invitees, r guests and/or customers who are deemed detrimental to the overall Event, its venue, other exhibitors and/or delegates, and/or customers the Company, and/or the public.

9.5 The Exhibitor assumes full responsibility and liability for the actions of its agents, employees, guests, invitees, customers and/or independent contractors, whether acting within or without the scope of their authority, and agrees to hold the Company harmless from responsibility or liability resulting directly and/or indirectly, and/or jointly from other causes that arise because of the actions and/or omissions of its agents, employees, guests, invitees, customers and/or independent contractors, whether acting within or without the scope of their authority.

9.6 Anyone visiting, viewing or otherwise participating in the Exhibitor’s exhibit at the Stand is deemed to be the invitee or licensee of the Exhibitor rather than the invitee or licensee of Company.

9.7 Attendee List – Any list of attendees provided to the Exhibitor shall be kept strictly confidential by the Exhibitor and retained securely and not distributed by it to other parties.

10. VARIATION

10.1 These Terms and Conditions represent the entire agreement between the Parties in respect of the subject matter hereof and no alteration, variation, cancellation of and/or addition to these Terms and Conditions will be of any force or effect unless agreed to In Writing by the Company.

10.2 No indulgence, extension of time, relaxation and/or latitude of whatsoever nature which the Company may show, grant and/or allow to the Exhibitor shall constitute a waiver by the Company of any of its rights and/or remedies or act as an estoppel against the Company in respect of any of its rights and/or remedies.

10.3 If any of the provisions contained in these Terms and Conditions are invalid and/or unenforceable, or become so, such invalid and/or unenforceable provisions shall be severable from the remainder of the provisions in these Terms and Conditions, which remaining provisions shall nevertheless remain valid and binding. The Exhibitor agrees that each of the provisions of these Terms and Conditions shall be capable of being enforced, notwithstanding that any one or more of other provisions herein contained may not be so capable of being enforced for any reason whatsoever.

11. NOTICES AND DOMICILIUM

The Exhibitor selects as its chosen domicilium citandi et executandi for the giving of any notice to it and/or the service of any documents on it in terms of these Terms and Conditions, its physical address specified in the Stand Reservation Form.

12. APPLICABLE LAW

These Terms and Conditions shall be governed by and interpreted in accordance with the laws of the Republic of South Africa in all respects.