Startup Summit - VIRTUAL EXHIBITOR BOOKING
FutureX Innovation Ltd
STANDARD TERMS AND CONDITIONS
TL;DR / short user friendly version:
- By completing this purchase, you agree to book an exhibition space at a FutureX event. In the unlikely event that we don't accept your application, we'll reimburse you the full amount.
- We will ask you for your logo and additional details about your company. Please send those on time so we can include you in our comms and promotional material.
- If you cancel before September 28th 2020, we'll keep 20% of the payment; if you cancel on or after 28th September 2020, we'll keep 100% of the payment.
- If we cancel, we’ll pay you back based on the value of services not already provided.
- Please note the full payment must be completed at least 48 hours before the event starts.
- As an exhibitor, you agree to follow our code of conduct.
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.
1.1 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 an exhibitor in an Event, made by You to FutureX Innovation Ltd ("FutureX") by submitting a Booking Request and confirmed by FutureX 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 FutureX in accordance with clause 2.2;
"Event" means Startup Summit held virtually by FutureX via the Platform
“Fee” means the total sum payable by You to FutureX 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;
“FutureX” means FutureX Innovation Ltd, a company registered in Scotland SC561383 at 40 Constitution Street EH6 6RS, Edinburgh.
“Terms” means these terms and conditions;
- (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
“VAT" means value added tax chargeable under Scottish law or such other applicable sales or other taxes; and
"Website" means the Event website made available by FutureX on which you can request an exhibitor stand
2. Basis of Contract
2.1 Your Booking Request shall be made on a booking form completed in full by You or on Your behalf (or in such other written, electronic or oral form as FutureX in its discretion accepts) and be submitted to FutureX.
2.2 Your Booking Request is an offer to FutureX to participate in an Event and a binding contract between You and FutureX will only be formed when written confirmation of acceptance is sent by FutureX to You (whether or not it is received) using the contact details provided in the Booking Request ("Confirmation"). FutureX will reply to all Booking Requests so You should contact FutureX if You have not received Confirmation within ten (10) days of Your Booking Request. FutureX 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 FutureX which shall be subject to these Terms and to any rules and regulations issued from time to time by FutureX in relation to the Event.
2.3 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 FutureX that such person or persons did not have such authority.
2.4 You are jointly and severally liable under these Terms with any agent appointed to make the Booking on Your behalf.
3. Event Production and Timeline
3.1 FutureX 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 FutureX and to participate in the Event via the Platform.
3.4 You shall, on request by FutureX, supply Your Content required by FutureX for promotion or other media purposes relating to the Event.
3.5 You hereby grant FutureX 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 FutureX that:
- (a) 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
- (b) 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 FutureX 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 FutureX to correct any errors as soon as reasonably practicable.
4. Participation in the Event
4.1 The details of the Event shown in any material supplied by FutureX to You are correct at the time of printing but You shall be responsible for checking with FutureX that no alterations have been made.
4.2 FutureX 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 FutureX's opinion is or is likely to be undesirable without prejudice to any other rights or remedies available to FutureX.
5.1 The Fee shall be payable by You to FutureX in full and in cleared funds into FutureX's nominated bank account within fifteen (15) days of the date of FutureX'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, FutureX 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.
6.1 FutureX 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 FutureX;
- (b) any equipment or service failure where such equipment or service is not within the sole control of Future;
- (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 FutureX in writing before the date of the Event that You do not wish to attend the re-arranged Event, you will be reimbursed according to clause 6.2 FutureX shall have no other liability to You.
6.2 FutureX may (at its sole discretion) cancel an Event at any time for any reason and shall in such event reimburse you based on the value of services not already provided. FutureX shall have no other liability to You.
6.3 If You wish to cancel a Booking You shall notify FutureX in writing prior to the Event. In the event that Your cancellation notice is received by FutureX no later than thirty (30) days prior to the Live Date You will only be required to pay FutureX 20% of the Fee for the cancelled Booking.
6.4 In the event that Your cancellation notice is received by FutureX less than thirty (30) days prior to the Live Date You will be required to pay FutureX the Fee in full for the cancelled Booking and FutureX shall be under no obligation to reimburse all or part of such charges, even in the event that FutureX 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 FutureX for a cancellation as set out in clauses 6.3 or 6.4 above, FutureX will calculate and pay any refund sum which may be due to You within thirty (30) days of receipt of Your cancellation notice.
7.1 Following completion of the Event this agreement will automatically be terminated.
7.2 FutureX shall have the right to terminate any Booking and/or any agreement between FutureX and You to which these Terms apply by notice to You if You:
- (a) fail to make any payment due to FutureX 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 FutureX 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;
7.3 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).
7.4 Following completion of an Event and/or termination of any agreement between FutureX and You to which these Terms apply, rights granted by FutureX to You shall immediately terminate and revert to FutureX, after which You cannot use or exploit (directly or indirectly) Your previous connection with FutureX or any Event or as otherwise provided for by these Terms.
You shall defend, indemnify and hold FutureX harmless from and against all costs, claims, demands, proceedings, liability, losses and expenses (including reasonable legal fees) whatsoever made against or incurred by FutureX 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 FutureX that the Content or any services or software supplied by You infringe, violate, or trespass or constitute the unauthorised 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. FutureX shall not be responsible for any delays, delivery failures, viruses, hacker intrusions or other damage resulting from such problems.
9.2 FutureX makes no representation, warranty, or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Platform. FutureX 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 FutureX to the maximum extent permitted by law.
9.3 To the fullest extent permitted by the applicable law, FutureX 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 FutureX is liable to You for any reason, FutureX's total liability under these Terms or otherwise in relation to the Event is limited to the amount of the Fee received by FutureX.
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, included but not limited to: 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 You may not assign or transfer any rights or obligations under these Terms to any third party without FutureX's prior written consent.
10.4 FutureX 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.
10.5 Any notice or other information to be given by either party under these Terms shall be made by e-mail and shall be deemed to have been communicated on the next business day.
10.6 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.
10.7 No term or provision in these Terms shall be varied or modified unless agreed in writing and signed by the parties.
10.8 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.
10.9 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 These Terms and any agreement to which these Terms apply shall be governed by Scottish law and shall be subject to the exclusive jurisdiction of the Scottish 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 Scottish Courts, and neither You nor FutureX will object to the exercise of personal jurisdiction by such court.