1. Scope of Application

• The following General Event Terms & Conditions (GETC) apply to the event called “THE SHOW” (hereafter referred to as “event”) organised by Untitled Verlag und Agentur GmbH & Co. KG, Jarrestr. 2, 22303 Hamburg (hereafter referred to as “Untitled”).

• Untitled does not acknowledge any of the client’s (exhibitor’s) terms of business that are at variance or conflict with these GETC, unless Untitled has explicitly consented to an alteration in writing. Subsidiary agreements, in particular guarantees, alterations and amendments are only valid, if Untitled has explicitly expressed its agreement thereto.

2. Registration

• Registration is a legally binding process that involves returning a registration form and accepting these terms of business. Forms must be completed and returned to Untitled bearing a legally binding signature. Contracts are only concluded once Untitled has explicitly acknowledged receipt of registration forms (by post, fax or e-mail).

• Registrations and purchases of technical and other services will only be accepted, if they have been submitted on the appropriate forms.

• Conditional or qualified registrations will only be accepted, if Untitled has explicitly acknowledged them in writing. Specific location requests will be accommodated as far as possible, but cannot be guaranteed. It is not possible to request competing exhibitors be excluded from particular locations. At any rate, spaces will be allocated once registration forms have been received. It may be that spaces have all been booked out before the registration deadline. In this case, no contract is concluded.

3. Sub-Exhibitors and Shared Booths

• Registered exhibitors are not permitted to let allocated booths or sections thereof to third parties (= sub-exhibitors) for a fee or free of charge without the prior written approval of Untitled.

• Registration and catalogue-entry fees are payable for each sub-exhibitor. The principal exhibitor is liable for all incurred costs and damage caused by it or its sub-exhibitors.

• Any non-approved inclusion of sub-exhibitors in a booth entitles Untitled to cancel the contract with the exhibitor without giving notice, and have the booth cleared at the expense of the booth tenant. In this regard, the booth tenant waives their rights to which they might be entitled under the law relating to unlawful interference with property. The booth tenant is not entitled to make claims for compensation. Items shall be put into storage at the expense and risk of the exhibitor. Untitled acquires a lien over the stored items in the amount of the storage costs incurred. In the event of continuing non-payment, Untitled may dispose of these items after providing written notification. The additional proceeds shall be remitted to the exhibitor after all costs have been deducted. In the event of damage to, destruction or loss of the pledged property, Untitled’s liability is limited to wilful intent or gross negligence. The exhibitor shall indemnify Untitled against any claims for damages by an unauthorised sub-exhibitor.

4. Costs and Payment Terms

• The exhibitor undertakes to pay the agreed fees that become due as a result of Untitled acknowledging the exhibitor’s registration.

• After registering for the exhibition, the exhibitor shall receive a down-payment invoice in the amount of EUR 4,500.00 (net) to enable Untitled to fund event marketing and visitor acquisition. This part payment is due immediately. The remaining amount of the agreed fees must be remitted to Untitled no later than 31 August. Should an exhibitor register on or after 31 August, Untitled shall bill the full fees when acknowledging registration.

• The agreed fees include a general flat-rate waste disposal fee. If the booth is not returned in a clean-swept condition, Untitled may charge a reasonable fee to cover the disposal of any waste.

• If the exhibitor is in default with payment of the invoice, Untitled is entitled to withdraw from the contract once a reasonable deadline has passed. Those cases regulated by law, in which the setting of a grace period is unnecessary, remain unaffected. In the event of withdrawal, the exhibitor shall be charged an amount as per the scale mentioned in Section 4.3. The exhibitor has the right to demonstrate that Untitled incurred no loss at all or a substantially lower loss.

• In the event of non-fulfilment of obligations by the exhibitor, Untitled has a lien and right of retention over any property of the exhibitor and other booth equipment used on the booth. These items may be put into storage at the expense and risk of the exhibitor. In the event of continuing non-payment, Untitled may dispose of these items after providing written notification. The additional proceeds shall be remitted to the exhibitor after all costs have been deducted. In the event of damage to, destruction or loss of the pledged property, Untitled’s liability is limited to wilful intent or gross negligence.

5. Withdrawal / Cancellation

• Untitled grants the exhibitor an ex-gratia contractual right of withdrawal.
  
  
• Any withdrawal from an exhibitor contract (registration) must be submitted in writing and is only valid, once Untitled has confirmed receipt of the withdrawal (by post, fax or e-mail).
  
  

• In the event of withdrawal, the exhibitor shall pay one of the following amounts:
  
  

• up to 6 months prior to the start of the event, 50% of the agreed fees as stated in Section 3.1 shall be billed;
• up to 3 months prior to the start of the event, 75% of the agreed fees as stated in Section 3.1 shall be billed;

• in the event of withdrawal less than 3 months prior to the start of the event, the full amount of the agreed fees as stated in Section 3.1 shall be billed.
  
  

The exhibitor has the right to demonstrate that Untitled incurred no loss at all or a substantially lower loss.

6. Complaints, Facilities & Equipment

• Complaints about any booth or exhibition space deficiencies must be notified in writing by the exhibitor to Untitled without delay after the exhibitor has occupied the booth, no later than the final set-up day, to enable Untitled to remedy these deficiencies.

• If the exhibitor rents equipment for booth design or booth construction purposes, the exhibitor is obliged to report any damage or missing items to Untitled without delay in writing. Once the event has finished, the exhibitor shall return the rented equipment to Untitled in proper, undamaged condition. Here the burden of proof lies with the exhibitor.

7. Insurance and Liability

• The exhibitor is responsible for the proper insurance of their exhibited items against all risks during transportation, setting up and dismantling, as well as during the event itself, in particular against damage, theft etc.

• Untitled’s liability for any loss or damage on the exhibitor’s booth, to the booth furnishings, to exhibited items or other assets belonging to the exhibitor, its representative or to persons employed or invited by it, as well as for any other material damage is limited to wilful intent or gross negligence. Indirect damage and lost profit are not covered by this liability.

• Untitled is liable for damage resulting from wilful or grossly negligent conduct by Untitled and its senior executives and in the event of culpable loss of life, physical injury or impairment of health.

• Furthermore, Untitled is, irrespective of legal grounds, only liable for a culpable breach of material contractual obligations, which are essential for achieving the intent of the contract, and for the wilful or grossly negligent conduct of its ordinary vicarious agents. In such cases, liability is limited to damage or loss that can typically be foreseen upon contract conclusion.

For each individual case, Untitled’s liability is limited to three times the invoice total.

Liability in accordance with mandatory legal provisions remains unaffected.

8. Exhibitor Directory and Event Catalogue

• Untitled is entitled to publish the details provided by exhibitors in an (online) exhibitor directory and an event catalogue (basic entry).

• Entries in the (online) exhibitor directory and event catalogue that go beyond the scope of a basic entry need to be paid for, and can be ordered by the exhibitor using a separate order form. A valid contract covering these entries is concluded once Untitled has explicitly acknowledged its acceptance in writing or provided a service. Untitled reserves the right to decline the acceptance of orders without stating any reasons.

• The exhibitor is obliged to provide the data and images to be published in the (online) exhibitor directory and event catalogue by the dates stated in the order form (closing date) in the formats stated in the order form.

• If the exhibitor cancels an order for a chargeable entry by the closing date, 50 % of the agreed fee will be charged, unless the exhibitor is not responsible for the cause of the cancellation or can demonstrate that Untitled has only incurred a lower loss. Cancellation is no longer possible after the closing date.

• If the exhibitor has booked a chargeable entry in the event catalogue, Untitled will send them a proof prior to publication. Complaints will only be considered and changes made, if the exhibitor notifies Untitled in writing without delay, no later than 5 working days after the proof has been sent. Otherwise, the proof shall be regarded as having been approved.

• Untitled is not obliged to check the legality of entries. The exhibitor warrants that the texts and graphics that it provides are legal and do not infringe the rights of third parties. Upon first request, the exhibitor shall indemnify Untitled against any claims by third parties and undertakes to compensate Untitled for any costs incurred as a result of claims by third parties and other losses.

9. Booth Staffing, Advertising, Presentations/Demonstrations, Sales

• The exhibitor is obliged to staff their booth continuously with sufficient personnel during the times when the event is open to the public.

• Untitled is entitled to prohibit the distribution and display of advertising materials that could prompt complaints.

• All types of presentations or demonstrations require the prior written approval of Untitled. Even if it has given its approval, Untitled is entitled at any time to restrict or prohibit presentations/demonstrations or advertising, which constitute a considerable hazard or disturbance to event proceedings, which contravene statutory regulations, official orders and common decency, which are of an ideological or political nature. In the event of non-compliance, Untitled is entitled to halt such activities at the expense and risk of the exhibitor.

• The exhibitor is solely responsible for transacting any business on its booth. Untitled shall not in any way provide guarantees or accept responsibility in this regard.

10. Security

• Untitled does not guarantee that exhibitors’ booths and exhibited items are guarded overnight, even if it has commissioned a general security company for the event.

• In any case, the exhibitor is responsible for ensuring that its booth and exhibited items are guarded. Security staff may only be applied for and commissioned from Untitled-approved security companies with the explicit written consent of Untitled. The exhibitor shall be responsible for these costs. Theft insurance is recommended.

11. Caveats

• Mandatory statutory regulations always take precedence over these event terms & conditions. Should specific clauses in these event terms & conditions be void or cease to have effect as a result of this order of precedence or for other reasons, the remaining clauses remain fully valid.

• The exhibitor must be aware of and comply with all statutory safety regulations, particularly those relating to exhibited items.

• The exhibitor is liable for any bodily injury or material damage caused by the operation of machinery, appliances, equipment etc. exhibited by it.

• Untitled reserves the right to change provisional floorplans, which are based on exhibitor registrations, before the start of the event.

12. Event Cancellation/Change of Event Times

• If the event cannot be staged in full or in part as a result of force majeure or other circumstances over which Untitled has no influence, in particular strikes, natural disasters or terrorist threats, Untitled is entitled to cancel, postpone or shorten the event and/or stage it in sections. Untitled shall notify exhibitors about such circumstances in good time.

• If the event is cancelled, staged in sections or shortened, Untitled is only entitled to the portion of the fees agreed between the parties corresponding to services actually rendered. This involves the fee to be paid by the exhibitor upon registration in the amount of EUR 4,500.00, as this is used to fund event marketing and visitor acquisition activities. If Untitled has already rendered other services (in the case of short-notice cancellations, around 14 days or less prior to the start of the event, e.g. booth construction), it is also entitled to this portion of the agreed fees. Any other fees paid in advance by the exhibitor must be reimbursed to the exhibitor.

The exhibitor has the right to demonstrate that Untitled has incurred no loss at all or a considerably lower one.

• In the cases mentioned in Section 12.1, the exhibitor is not entitled to claim compensation.

13. Photography, Filming, Video Recordings

Untitled is entitled to have photographs, drawings, film and video recordings of proceedings at the event as well as of the booths and exhibited items produced and to use these for advertising purposes or for general press releases.

14. Data Privacy

• Untitled collects, stores and uses data provided by exhibitors as part of the registration and contract performance processes for the purposes of contract performance and discloses this data, where appropriate, to third parties, if these third parties provide services to Untitled or are employed by Untitled to perform event-related contracts.

• Untitled is also entitled to use the e-mail address supplied by the exhibitor after contract termination to inform the exhibitor about similar events. The exhibitor can object to such use at any time by e-mailing Untitled at the following address: info@untitled-verlag.de.

15. Non-Compliance with these Terms

If the exhibitor does not comply with their contractual obligations and in particular with these General Event Terms & Conditions, despite being given a warning and/or grace period, the organiser may cancel the participation contract without giving notice.

16. Concluding Terms

• By registering to participate in the event, the exhibitor acknowledges these “General Event Terms & Conditions”, as well as the “Technical Guidelines” and the event location house rules for each exhibition/event in their entirety as legally binding.

• Additional agreements, special authorisations or arrangements of another kind require written approval by Untitled.

• All claims by the exhibitor against Untitled lapse within a period of one year. The statute of limitations starts at the end of the month in which the final day of the event falls.
• Should a term in these General Event Terms & Conditions be or become void or unenforceable, this does not affect the validity of the remaining terms. In such cases, the parties undertake to agree a valid and enforceable term that corresponds as closely as possible to the intent or purpose of the term to be replaced. The same applies to any loopholes in these General Event Terms & Conditions.

• The exhibitor is only entitled to exercise a right of retention in relation to undisputed or legally binding claims. The exhibitor may only offset any Untitled claims against claims of their own that are undisputed or legally binding.

• If the exhibitor is a business owner or is based abroad, the agreed place of jurisdiction shall be Hamburg. However, Untitled is also entitled to take legal action in the place where the exhibitor is based.

• These General Event Terms & Conditions and any event participation contracts concluded with exhibitors are governed solely by the law of the Federal Republic of Germany. International private law and the UN Convention on Contracts for the International Sale of Goods do not apply.

Dated February 2021