BRILLIANT Festival Limited Terms and Conditions (“Terms and Conditions”)
1. Interpretation
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
Agreement: the Order signed by you and these Terms and Conditions.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 8.30 am to 5.00 pm on any Business Day.
Client: the person, firm or Company who signs the Order and to whom our services are being provided. Also referred to as “you” or “your.”
Client IP: means any Intellectual Property Rights which belong to the Client.
Company: BRILLIANT Festival Limited is a company incorporated in England and Wales with company number 14448593 whose registered office is at Egerton House, Tower Road, Birkenhead, Wirral, United Kingdom, CH41 IFN. Also referred to us as “BRILLIANT”, “BRILLIANT Expo” “us”, “we”.
Event: means a conference, exhibition, convention, congress, summit, seminar, webinar, web-conference, meeting, round table workshop, award dinner, public training, virtual event, private or bespoke training or other event.
Event Information: any rules or regulations, issued in writing or otherwise and communicated by us or by the Venue, specific to a Venue or Event.
Event Guide: a guide providing essential information about the Event including the schedule, exhibitors, speakers and Venue.
Exhibitor: means you, the person or entity ordering the Package who displays exhibits.
Exhibitor Manual: a reference document for how all parties will conduct themselves during the planning and delivery of the Event.
Exhibition Stands: the shell schemes and other structures provided by the Stand Contractor upon which you provide your exhibits at the Event(s);
Force Majeure Event: means any event beyond our control including (but not limited to) war (whether declared or not), civil war, riots, terrorism, natural disasters such as violent storms, floods and/or lightning, explosions, fires and/or lightning, explosions, fires and/or destruction of plan, machinery and/or factories, strikes and labour disputes of all kinds, epidemic, pandemic, quarantine restriction, acts of authority, whether lawful or unlawful, except for an act for which we have assumed the risk by virtue of other provisions of this Agreement, and any lack of authorisation, licence or approval necessary for the performance of the contract which is to be issued by any public authority and/or any other cause whatsoever beyond our control.
BRILLIANT Publications: means any information published or otherwise made available including but not limited to the Event Guide and the Exhibitor Manual
BRILLIANT IP: means any Intellectual Property Rights which belong to BRILLIANT Festival Limited.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade 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, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, 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.
Order: means the form which sets out the Package and choice of the same that the Company offers to provide to the Client during and in relation to the Event.
Package: means the Exhibitor or Sponsorship package ordered by the Client.
Personal Data: means any information relating to an identified or identifiable natural person :an identifiable person is one who can be identified,directly or indirectly, in particular to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physiological, genetic,mental, economic, cultural or social identity of that natural person.
Stand Contractor: means any person, firm or company engaged by the Exhibitor in connection with the preparation of the space, the construction, installation and dismantling of the Stand and the installation and removal of any exhibits.
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
UK Data Protection Legislation: means 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 (DPA2018) (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 (SI2003/2426).
Venue: the premises that the Event is to be held at.
2. Order
2.1. The Agreement between us and you shall commence upon receipt of a completed Order Form and upon receipt of the payment.
2.2. You may cancel this Agreement by giving notice by email to Exhibitors@brilliantfestival.com subject to Clause 3.5 . Acceptance of the cancellation by us will be made by return email. The cancellation will only be deemed to have taken place once the acceptance email has been sent by us.
2.3. Where an Event takes place at a specific venue with delegates attending in person, we may allocate specific sites within the Event floor plan to you. We reserve the right to change any such allocation at any time prior to or during the Event and will advise you of such change in writing.
2.4. We reserve the right to change the agenda, timings and format for an Event at any time, regardless of the media through which the Event is available. Any priority or preferences of exposure or access for you relating to a planned on-site Event will be reflected after any such change, to the extent reasonably practicable, by us in the operation of that Event through any other media (including without limitation web-based media).
2.5. Your profile, which will appear on the Event website, must be forwarded promptly to us. We reserve the right to edit profiles over the maximum number of characters agreed.
2.6 All Clients will receive an Exhibitor Manual upon acceptance of the agreement.
3. Price, Payment and Cancellation
3.1. Unless otherwise agreed, 100% of the total fees are due upon completion of the Order Form. Acceptance of the agreement by BRILLIANT will be made when the Client has completed the Order Form and made payment of the fees. Payment terms may be reconsidered on a case-by-case basis .
3.2. Unless otherwise stated all prices quoted are exclusive of value-added tax or other applicable taxes. Where applicable, these taxes will be charged at the rate in force at the time of the issue of any invoice.
3.3. If you are late in paying any part of any monies due to us under this Agreement, we may (without prejudice to any other right or remedy available to us whether under this Agreement or by any statute, regulation or bye-law) charge interest and other costs on the overdue amount due but unpaid at the annual rate of interest set under Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 from time to time from the due date until payment (after as well as before judgement), such interest to run from day to day and to be compounded monthly.
3.4. In case of non-payment of any sum due from you (whether formally demanded or not) or of any other breach or non-observance by you of any of these Terms and Conditions, we shall have the right to suspend the performance of this Agreement, and/or remove and exclude your directors, officers, employees, contractors, sub-contractors or any other delegates from the relevant Event without prejudice to the right to recover all sums payable by you and without prejudice to any other right or remedy available to us.
3.5. For all Orders received 100% of the agreed price plus any applicable taxes will apply.
4. Insurance and Indemnity
4.1. You shall indemnify us against all liabilities, costs, expenses, damages and losses (including without limitation any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with any claim made against us by any third party arising out of i) the Event, (ii) the actions or omissions of you or your employees, agents or subcontractors, or (iii) the performance (or failure in performance) of this Agreement by you. This indemnity shall apply whether or not we have been negligent or at fault.
4.2 You shall ensure that you are fully covered by insurance including, but not restricted to, all risks to your property, exhibits or articles of any kind, employers’ liability minimum of £5,000,000, public liability minimum of £10,000,000 and comprehensive protection against any loss or damage caused by any circumstance whatsoever whether by reason of fire, water, theft, accident or any other cause. Proof of this insurance will be requested.
4.3. You must insure against:
4.3.1. any loss or injury arising to any person (including without limitation members of the public or us, or your staff, contractors or sub-contractors) or property howsoever caused as a result of any act or default of you, your staff, contractors or sub-contractors;
4.3.2. losses and wasted expenditure in the event of the Event being cancelled, abandoned, curtailed, delayed or postponed; and
4.3.3. employer’s liability and/or workman’s compensation. Such insurance must be in place at all times relevant to the Event. If we so demand you shall provide proof to us that you have adequate insurance cover.
4.4. Subject to any liability that cannot be limited or excluded at law:
4.4.1. we, our staff, contractors and sub-contractors shall not be liable for any loss or damage (including without limitation consequential or indirect loss or damage) suffered by you, your staff, contractors and sub-contractors or invitees whether such loss or damage arises from breach of a duty in contract or tort or in any other way (including without limitation loss or damage arising from our negligence) and which shall include (but not by way of limitation) loss of profits; loss of contracts, loss of or damage to property or goods of you or any other person, or (but only so far as such injury is not caused by our negligence) personal injury, or for any special, indirect or consequential loss, costs, damages, charges or expenses; and
4.4.2. our total liability for all other losses arising under or in connection with this Agreement (including without limitation this Agreement), whether in contract, tort (including without limitation negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by you to us under this Agreement.
5. Damage
5.1. You will be responsible for any damage to the property, us or the Event venue caused by you or any of your employees or guests.
6. Personal Property
6.1. Subject to any liability that cannot be limited or excluded at law, we do not accept responsibility for any loss of, or damage to, or destruction of vehicles, or other property howsoever caused. You should insure high value items yourselves. Our insurance will not cover your equipment in the event of loss or damage.
7. Cancellation Or Postponement Of Event
7.1. We:
7.1.1. reserve the right to cancel the Event at any time and shall not be liable for any loss howsoever arising. In such circumstances, we will refund any sum paid by you to us. Our liability is limited to this sum;
7.1.2. shall be entitled once in any 12-month period to postpone the Event for a reasonable period of time (but not exceeding 12 months). We shall notify you of any such postponement. In the event of a postponed Event under these Terms and Conditions you shall not be due a refund in respect of this Agreement. If we shall so postpone the Event we shall use our reasonable efforts to limit the delay to as short a period as is practicable.
8. General
8.1. We may terminate this Agreement, or postpone or delay our performance of this Agreement, at any time if we are prevented, hindered or delayed from performing any of our obligations under this Agreement by a Force Majeure Event. Subject to any liability that cannot be limited or excluded at law, we shall not have any liability if we are prevented, hindered or delayed from performing any of our obligations under this Agreement by a Force Majeure Event, or in the event of any such termination under this clause
8.2. These Terms and Conditions shall apply at all times to all Orders.
8.3. We may update these Terms and Conditions from time to time at our discretion.
8.4. The Terms and Conditions in force at the date of the Order will apply throughout the term of the Agreement unless agreed between the parties in writing.
8.5. This Agreement constitutes the entire Agreement between us and you and supersedes and extinguishes all previous Agreements, promises, assurances, warranties, representations and understandings between us and you, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
8.6. Except as expressly provided under this Agreement, the rights and remedies contained in this Agreement are cumulative and are not exclusive of any other rights or remedies provided by law or otherwise.
8.7. The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies. No single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of that right or remedy or the exercise of any other rights or remedies.
8.8. Each of the provisions contained in this Agreement shall be construed as independent of every other provision, so that if any provision in this Agreement shall be determined by any Court or competent authority to be illegal, invalid and/or unenforceable, then such determination shall not affect any other provision of this Agreement, all of which other provisions shall remain in full force and effect.
8.9. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter (including without limitation non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter.
8.10. The person or persons signing the Order on behalf of you shall be deemed to have full authority to do so on behalf of you and you shall have no right to claim against us that such person or persons did not have such authority.
8.11. A person who is not us or you shall not have any rights under or in connection with this Agreement. For the avoidance of doubt this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement.
8.12. If we need to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us in the Order. You must contact us using the details set out in the Order or these Terms and Conditions.
9. Confidentiality
9.1. Each party undertakes that it shall not at any time during the Agreement, and for a period of five years after termination or expiry of the Agreement, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs.
9.2 Each party may disclose the other party's confidential information:
to its employees, officers, representatives, contractors or subcontractors advisers or any party who needs to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 9; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
9.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement.
10. Data
10.1. To the extent that any Personal Data relating to delegates or attendees at Events is shared between you and us, each party acts as a controller in accordance with UK Data Protection laws. Each party shall comply with such UK Data Protection laws in respect of such Personal Data and separate data protection provisions shall apply to the independent controller relationship that will exist between the parties. Please refer to the Controller to Controller Data Policy annexed hereto.
10.2. In the event that you photograph, film or scan the badges of any delegates or attendees at any Event to collect the Personal Data of such delegates or attendees, you shall be the independent controller of such Personal Data and shall comply with all applicable data protection laws in respect of the same, including without limitation in respect of making an appropriate privacy notice available to the delegates or attendees at the appropriate time.
10.3. The Event may be photographed or filmed, and you warrant that you have advised all your personnel (which includes any staff, employees, agents, representatives and sub-contractor) of this fact and that you have procured all necessary consents.
11. Intellectual Property
11.1. All Intellectual Property including but not limited to trade marks, patents, copyright, floor plans and feature specifications, goodwill and any other rights in the Event shall belong to BRILLIANT unless expressly agreed otherwise in writing,
11.2. The Client hereby grants a non-exclusive, worldwide, sub-licensable, royalty-free licence to BRILLIANT to use the Client IP during the term of this Agreement for the purpose of allowing BRILLIANT to provide the Package and to fulfil its obligations under this Agreement. The Client warrants that they have in place all necessary grants and licenses in respect of Client IP and that BRILLIANT’s use of Client IP will not infringe the rights, including Intellectual Property Rights of any third party.
11.3. All Intellectual Property Rights in the Event, save for the Client IP, shall vest in and belong to BRILLIANT. All Intellectual Property Rights in the Website and BRILLIANT Publications, save for the Client IP, shall remain at all times the property of BRILLIANT. The Client is not permitted to use, copy, or modify BRILLIANT IP and will indemnify BRILLIANT in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses), loss of profit, loss of reputation and all interest penalties and legal costs (calculated on a full indemnity basis) suffered or incurred by BRILLIANT arising from the Client’s use of BRILLIANT IP.
11.4 The Client will indemnify BRILLIANT in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses), loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) suffered or incurred by BRILLIANT arising out of or in connection with any claim brought against BRILLIANT for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with BRILLIANT’s use Client IP in accordance with this Agreement.
Annex 1:
Controller to Controller Data Policy applicable to BRILLIANT Festival Limited Terms and Conditions for Events (the “Terms and Conditions”)
Definitions: Any capitalised term which is not defined in this Controller to Controller Data Policy shall have the meaning attributed to it in the Terms and Conditions.
Agreed Purposes: The provision of the services in accordance with the BRILLIANT Expo Sponsorship and Exhibition Stand Order Form which are subject to the Terms and Conditions.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation.
Data Discloser: a party that discloses Shared Personal Data to the other party.
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)]; [and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.].
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
Permitted Recipients: the parties to this agreement, the employees of each party, any third parties engaged to perform obligations in connection with this agreement.
Shared Personal Data: the personal data to be shared between the parties under Clause 1.1 of this agreement. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject:
a) Names, addresses and emails of delegates or attendees
b) Details of any special requirements of delegates or attendees
Data Protection
Shared Personal Data. This Controller to Controller Data Policy sets out the framework for the sharing of personal data between the parties as controllers. Each party acknowledges that one party (referred to in this clause as the Data Discloser) will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
Effect of non-compliance with Data Protection Legislation. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation.
Particular obligations relating to data sharing. Each party shall:
ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes.
give full information to any data subject whose personal data may be processed under this agreement of the nature of such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or transferred to one or more of the Permitted Recipients, their successors and assignees.
process the Shared Personal Data only for the Agreed Purposes.
not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients.
ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement.
ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
not transfer any personal data received from the Data Discloser outside the UK] unless the transferor ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.
Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
consult with the other party about any notices given to data subjects in relation to the Shared Personal Data.
promptly inform the other party about the receipt of any data subject rights request.
provide the other party with reasonable assistance in complying with any data subject rights request.
not disclose, release, amend, delete, or block any Shared Personal Data in response to a data subject rights request without first consulting the other party wherever possible.
assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators.
notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation.
at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the Shared Personal Data.
use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers.
maintain complete and accurate records and information to demonstrate its compliance with this clause 1.4.9.; and
provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation.