Application Terms

These Terms set out the terms on which the Participant may participate as an exhibitor at an Event (defined below). Please read these Terms carefully as they contain important information.

1.       Definitions and Interpretation

1.1      In these Terms, unless the context otherwise requires, the following words and expressions shall have the following meanings. Less frequently used terms are defined within the body of these Terms:

“Booking” means a booking for You to participate as a participant in an Event made by You to NSA by submitting a Booking Request and confirmed by NSA by providing you with a Confirmation (as defined in clause 2.3);

“Booking Request” means an application for You to participate as an exhibitor at an Event made by You to NSA in accordance with clause 2.2;

"Content" means any or all information and material requested by NSA and/or submitted to NSA by You for use in connection with the Event, including Your logo and other materials and information required by NSA for exhibition during and for promoting and marketing the Event;

"Event" means a virtual event, such as an exhibition, conference, or other virtual event to be held by NSA via the Platform on the Website in respect of which You are submitting a Booking Request;

“Fee” means the total sum payable by You to NSA as specified in the Booking;

"Live Date" means the date of the Event as set out in the Confirmation (defined in clause 2.3 below);

“Participant”, "You", "Your(s)" means the person, firm or company named in the Booking Request as the company wishing to participate in the Virtual Event;

"Platform" means the operating system environment on which the Event is held on the Website;

“Terms” means these terms and conditions;

“VAT" means value added tax chargeable under English law or such other applicable sales or other taxes; and

"Website" means the Event website made available by NSA on which the Event will take place via the Platform.

1.2      In these Terms, unless the context clearly indicates another intention;

(a)   headings are included for convenience only;

(b)   references to clauses and Schedules shall be to clauses and schedules of these Terms;

(c)   a reference to any gender includes other genders and the singular includes the plural and vice versa;

(d)   references to persons include individuals, unincorporated bodies, government entities, companies and corporations; and

(e)   the words “include”, “including”, and “such as” are to be construed as if they were immediately followed by the words “without limitation”.

2.       Basis of Contract

2.1      By submitting a Booking Request, you agree to be bound by these Terms to the exclusion of all other terms. If You do not agree to be bound by these Terms, then You should not submit a Booking Request.

2.2      Your Booking Request shall be made on a booking form completed in full and signed by You or on Your behalf (or in such other written, electronic or oral form as NSA in its discretion accepts) and be submitted to NSA.

2.3      Your Booking Request is an offer to NSA to participate in an Event and a binding contract between You and NSA will only be formed when written confirmation of acceptance is sent by NSA to You (whether or not it is received) using the contact details provided in the Booking Request ("Confirmation"). You should contact NSA if You have not received Confirmation within five (5) days of Your Booking Request. NSA reserves the right in its sole discretion to refuse to accept Your Booking Request. Your Booking Request and the Confirmation shall together (also referred to as the Booking) constitute a binding contract between You and NSA which shall be subject to these Terms and to any rules and regulations issued from time to time by NSA in relation to the Event. Please note that in the case of a conflict, the Booking shall take precedence over the Booking Request and these Terms.

2.4      The person signing the Booking Request on Your behalf shall be deemed to have full authority to do so and You shall have no right to claim against NSA that such person or persons did not have such authority.

2.5      You are jointly and severally liable under these Terms with any agent appointed to make the Booking on Your behalf.

3.       Event Production & Timeline

3.1      NSA is responsible for the development and setup of the Event, the Website and the Platform.

3.2      You are responsible for the setup of Your own virtual exhibition stand (if applicable) and for any technical requirements to enable You to use the link to the Website provided by NSA and to participate in the Event via the Platform.

3.3      You are responsible for creating, clearing and providing Your Content to NSA for the Event. A detailed development and production timeline for the Event, including Your provision of the Content to NSA and any other delivery obligations, will be between You and NSA. If You fail to respond in a timely manner to NSA's requests for Content or otherwise fail to comply with the NSA’s timeline, NSA shall be under no obligation to change the dates of the Event or any pre-Event marketing campaigns. Contributions from You that did not appear during the live Event may not appear during the on-demand period.

3.4      You shall, on request by NSA, supply Your Content required by NSA for promotion or other media purposes relating to the Event.

3.5      You hereby grant NSA a non-exclusive, royalty free, worldwide licence solely in connection with the development, production, marketing, promotion and hosting of the Event and the archiving thereof to use, reproduce, digitise, publish, display, exhibit, distribute, transmit and otherwise broadcast (itself or on its behalf) Your name and Your Content in relation to (and before, during and after) the Event.

3.6      You represent and warrant to NSA that:

(a)   You are the sole author and legal and beneficial owner of the Content;

(b)   You have obtained all necessary rights, consents and licences required to use, amend edit, adapt, publish the Content for the purpose of the Event and NSA shall be entitled to see evidence to this effect on request;

(c)   the use, reproduction, distribution or transmission of the Content, including any exercise of the licence under clause 3.5 by NSA will not violate any applicable laws or any rights of any third parties, including, but not limited to, infringement of any copyright, patent, trade mark, trade secret, or other proprietary right, false advertising, unfair competition, defamation, obscenity, piracy, invasion of privacy or rights of celebrity, infringement of any discrimination law, securities law or regulation, or of any other right of any person or entity;

(d)   You will not undertake to create or introduce into the Event, the Website, the Platform, or any part thereof any known spyware, virus, Trojan horse, logic bomb or other destructive or contaminating program; and

(e)   You will at all times comply with the provisions of all relevant data protection laws, legislation and regulations from time to time in force in respect of privacy and personal data protection.

3.7      NSA warrants that it will provide the Platform in a professional and workmanlike manner.

3.8      You must report promptly any error in or disruption to the Event and in any event within 48 hours of its occurrence. Your sole remedy for a breach of the warranty in Clause 3.7 shall be for NSA to correct any errors as soon as reasonably practicable and if there has been any disruption to the Event for a period of 24 hours to rerun the Event for an equivalent period.

4.       Participation in the Event

4.1      The details of the Event shown in any material supplied by NSA to You are correct at the time of printing but You shall be responsible for checking with NSA that no alterations have been made.

4.2      NSA reserves the right in its absolute discretion to terminate Your access to the link to the Website in the event You and/or Your employees and Your exhibits whose presence in NSA's opinion is or is likely to be undesirable without prejudice to any other rights or remedies available to NSA.

5.       Payment

5.1      The Fee shall be payable by You to NSA in full and in cleared funds into NSA's nominated bank account within thirty (30) days of the date of NSA's invoice and in any event, no later than 48 hours before the Event.

5.2      The Fee is stated exclusive of VAT, which will be due at the prescribed rate as at the date of the invoice.

5.3      If payment of the Fee in full is not received before the Event, NSA may (at its sole discretion) either require such payment as a condition of Your entry to the Event or refuse You entry to the Event. No refunds of any proportion of the Fee paid (if any) will be made and any balance of the Fee will remain due and payable where entry to an Event is refused under this clause 5.3.

5.4      Debt recovery costs and interest on overdue invoices shall accrue on any unpaid amounts from the date when payment becomes due to the maximum extent permitted by The Late Payment of Commercial Debts (Interest) Act 1998 and Late Payment of Commercial Debt Regulations 2002 as amended, extended, consolidated or replaced from time to time or other similar laws that may be applicable.

6.       Cancellation

6.1      NSA may (at its sole discretion) suspend the Event and/or change the date for the Event for any reason, including:

(a)   any occurrence or event outside the reasonable control of NSA;

(b)   any equipment or service failure where such equipment or service is not within the sole control of NSA;

(c)   as a result, any network failure or incompatibility; or

(d)   during maintenance periods, whether scheduled or unscheduled and if You are able to attend the revised Event, these Terms shall continue to apply. If You promptly notify NSA in writing before the date of the Event that You do not wish to attend, the re-arranged Event NSA shall reimburse the Fee to You. NSA shall have no other liability to You.

6.2      NSA may (at its sole discretion) cancel an Event at any time for any reason and shall in such event reimburse the Fee to You. NSA shall have no other liability to You.

6.3      If You wish to cancel a Booking You shall notify NSA in writing prior to the Event. In the event that Your cancellation notice is received by NSA no later than thirty (30) days prior to the Live Date You will only be required to pay NSA 20% of the Fee for the cancelled Booking.

6.4      In the event that Your cancellation notice is received by NSA less than thirty (30) days prior to the Live Date You will be required to pay NSA the Fee in full for the cancelled Booking and NSA shall be under no obligation to reimburse all or part of such charges, even in the event that NSA resells the cancelled attendance spaces after such cancellation by You.

6.5      In the event that You have paid in excess of the sums due to NSA for a cancellation as set out in clauses 6.3 or 6.4 above, NSA will calculate and pay any refund sum which may be due to You within thirty (30) days of receipt of Your cancellation notice.

7.       Termination

7.1      NSA shall have the right to terminate any Booking and/or any agreement between NSA and You to which these Terms apply by notice to You if You:

          (a)   fail to make any payment due to NSA by the due dates specified in these Terms; or

          (b)   are in breach of these Terms or You fail to comply with any material obligations or warranties under any agreement between the parties to which these Terms apply and in either case You do not remedy the same (if capable of being remedied) within three (3) days of receipt of notice in writing from NSA specifying the breach or failure and calling for the same to be remedied; or

          (c)   compound or make arrangements with Your creditors or become insolvent or if any order is made or resolution passed for Your liquidation, winding up or dissolution or if a receiver or manager or administrative receiver or administrator is appointed over the whole or a substantial part of Your assets or of anything analogous to or having substantially similar effect of any such events shall occur under the laws of any applicable jurisdiction; or

7.2      Termination in accordance with clause 7.1 shall be treated as a cancellation by You and You will be required to pay the cancellation sums specified in clauses 6.3 or 6.4 (as appropriate).

7.3      Following completion of an Event and/or termination of any agreement between NSA and You to which these Terms apply, rights granted by NSA to You shall immediately terminate and revert to NSA, after which You cannot use or exploit (directly or indirectly) Your previous connection with NSA or any Event or as otherwise provided for by these Terms.

8.       Indemnity

You shall defend, indemnify and hold NSA harmless from and against all costs, claims, demands, proceedings, liability, losses and expenses (including reasonable legal fees) whatsoever made against or incurred by NSA as a result of, related to or arising in connection with (i) a breach of these Terms by You, and/or (ii) any acts or defaults of You, your employees or agents in connection with the Event and/or (iii) any claim brought against NSA that the Content or any services or software supplied by You infringe, violate, or trespass or constitute the unauthorized use or misappropriation of any intellectual property of any third party.

9.       Disclaimer, Exclusion of Liability

9.1     The Platform is delivered over the Internet, and accordingly, is subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. NSA shall not be responsible for any delays, delivery failures, viruses, hacker intrusions or other damage resulting from such problems.

9.2     NSA makes no representation, warranty, or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy, or completeness of the Platform. NSA does not represent or warrant that:

(a)   the use of the Platform will be secure uninterrupted or error free; or

(b)   the Platform or the servers that make the services available are free of viruses or other harmful components. All conditions, representations and warranties, whether express, implied, statutory, or otherwise, including, without limitation, any implied warranty of merchantability, or fitness for a particular purpose, are hereby disclaimed by NSA to the maximum extent permitted by law.

9.3     To the fullest extent permitted by the applicable law, NSA excludes: (a) all liability for loss, injury or damage to persons or property at the Event; (b) all indemnities, warranties, representations, terms and conditions (whether express or implied); and (c) any actual or alleged indirect loss or consequential loss howsoever arising suffered by You, or any loss of profits, anticipated profits, savings, loss of business revenue, loss of business, loss of opportunity, loss of goodwill, or any other type of economic loss (whether direct or indirect). If NSA is liable to You for any reason, NSA's total liability under these Terms or otherwise in relation to the Event is limited to the amount of the Fee received by NSA.

10.     General

10.1    Neither party shall be liable to the other in respect of any non-performance of its obligations by reason of any act of God, civil war or strife, act of foreign enemy, invasion, war, satellite failure, legal enactment, governmental order or regulation, industrial action, trade dispute, lock-out, riot or any other cause beyond their respective control provided always that in any such event the duration of the agreement between the parties shall be extended over which such event continues.

10.2   If any provision of these Terms is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of Terms and this shall not affect the enforceability of the remainder of these Terms nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.

10.3   The terms of these Terms shall not be enforceable by a third party (as defined in the Contracts (Rights of Third Parties) Act 1999 (the “Act”)) under the provisions of the Act.

10.4   You may not assign or transfer any rights or obligations under these Terms to any third party without NSA's prior written consent.

10.5   NSA may assign, transfer, or novate these Terms and the rights and obligations under it to any other party at any time and shall inform You thereof in writing within a reasonable time thereafter.

10.6   Any notice or other information to be given by either party under these Terms shall be made by first class prepaid mail (if sent from and to an address within the UK) and first class prepaid airmail (if international) to the address above or to an address or e-mail address supplied, by NSA or You (as applicable) for the such purpose, and shall be deemed to have been communicated two (2) business days after posting, if sent by first class mail, five (5) business days after posting if sent by airmail and on the next business day, if sent by e-mail.

10.7   No waiver or any breach of any of these Terms shall be deemed to be a waiver of any other breach and no waiver shall be effective unless in writing.

10.8   No term or provision in these Terms shall be varied or modified unless NSA in writing and signed by the parties.

10.9   These Terms together with any other document incorporating these Terms shall constitute the entire agreement and understanding between the parties in relation to its subject matter.

10.10   The parties acknowledge and agree that they have not relied on and shall have no right of action in respect of any representation, warranty or promise except as expressly provided in these Terms and for such representation, warranty or promises made fraudulently and all conditions, warranties or other terms implied by statute or common law are by these Terms excluded to the fullest extent permitted by law.

10.11   You understand and acknowledge that to the extent the data submitted by You in connection with a Booking amounts to personal information, such personal information will be processed in accordance with the requirements of applicable data protection laws and our privacy policy. For further information, please read our privacy notice, which can be found at www.nationalsheep.org.uk/privacypolicy 

10.12   These Terms and any agreement to which these Terms apply shall be governed by English law and shall be subject to the exclusive jurisdiction of the English Courts, without regard to conflict of laws rules. For any dispute under this Agreement, any claim (including, but not limited to any claim for injunctive or monetary relief) will be brought only in English Courts, and neither You nor NSA will object to the exercise of personal jurisdiction by such court.

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