Exhibition & Sponsorship Agreement Terms

Definitions

In these terms and conditions:

  • Agreement means these terms and conditions and the Exhibition Agreement;
  • Cancellation Charge means the charges set out in the Exhibition Agreement payable for any cancellation of the Exhibition;
  • Event means SOUTHERN AFRICA OIL & GAS Conference described in the Exhibition Agreement;
  • Exhibition Fees means the fees payable by the Exhibitor under the Exhibition Agreement to Exhibit at the Event; hereinafter also referred to as ‘Fees’;
  • Organizer or Event Organizer means SOUTH AFRICAN OIL & GAS ALLIANCE NPC (SAOGA) or its permitted assignees;
  • Organizer Branding means such branding as may be provided by the Event Organizer to the Exhibitor for use by the Exhibition in connection with the Event;
  • Exhibitor means the person, firm or company whose details are specified in the Exhibition Agreement;
  • Exhibition Agreement means the agreement to be completed and signed by the Sponsor in order to become the Event Sponsor;
  • Exhibitor Branding means such branding as may be provided by the Sponsor to the Event Organizer in connection with the Event;
  • Venue means the venue at which the Event is held, as set out on the Sponsorship Agreement or otherwise notified by the Event Organizer to the Exhibitor in writing.

1. Exhibition Fees and Payment Terms

The Exhibitor agrees to pay the Sponsorship Fees in accordance with the amounts and payment terms set out in the Exhibition Agreement.

Payment shall be made in one instalment: 100% of the Sponsorship Fees on sign up 3 months prior to the Event. On receipt of the signed Exhibition Agreement, the Event Organizer will invoice the Exhibitor for the full amount of the Exhibition Fee.

Unless otherwise agreed by the parties and stated in the Exhibition Agreement, Exhibition Fees shall be paid by the Exhibitor within 15 days of the

invoice date for such Fees. If a shorter payment period for payment of Fees (or part of them) is agreed by the Exhibitor and recorded in the Exhibition Agreement, such shorter period shall apply. In all cases Fees shall in any event be paid at least 90 days before the commencement of the Event. Time shall be of the essence regarding payment of Fees.

In the event the Exhibitor fails to meet any payment obligations, (whether as to the amounts or date of payment), then the Event Organizer shall be entitled in its sole discretion to deem that the Exhibitor has cancelled its sponsorship for the event and to exercise its rights pursuant to clause 3 (Cancellation and Resale of Exhibition item).

Instructions for payment will be indicated on all invoices which will be issued to the Exhibitor by the Event Organizer. Bank transfer payments: All bank charges payable on transfers have to be borne by the Exhibitor.

Exhibitors whose Exhibition Fee remains unpaid 30 days before the commencement of the Event will be denied access to the Event/ Venue.

If any amounts payable under this Agreement are not paid to the Event Organizer by their due date for payment (whether Fees, Cancellation Charges or otherwise), then the Event Organizer shall be entitled to charge interest on such sum from the due date for payment at the rate of 12% per annum on all late payments post due date as per the invoice.

The Exhibition under the Exhibition Agreement shall be restricted to only one Event organized by the Event Organizer and shall not be carried forward and/or transferred to any other events organized by the Event Organizer in the present year or subsequent years.

2. Cancellation by Exhibitor 

If the Exhibitor cancels the Exhibition 3 months prior to the Event, a Cancellation Charge of 50% of the Exhibition Fee will apply. 

If an Exhibitor cancels the Exhibition within 3 months of the Event, the Exhibitor agrees to pay 100% of the contracted Exhibition Fee as Cancellation Charge.

If an Exhibitor cancels with an outstanding balance due, the Exhibitor remains responsible for the entire balance due, plus reasonable legal fees to collect.

Cancellations must be received in writing by the Exhibitor.

Upon receipt of the Exhibition cancellation notice, the Event Organizer shall have the absolute discretion to resell the exhibition item(s) forfeited.

The Exhibition hereby acknowledges that the Cancellation Charge represents a reasonable pre-estimation of the likely losses and costs that would be incurred by the Event Organizer as a result of the Exhibitor’s cancellation and that they do not represent a penalty. For the avoidance of doubt, the Event Organizer is not required to mitigate its losses and/or costs in such circumstances and the Cancellation Charge shall remain payable even Where the Event Organizer is able to resell the exhibition item.

3. Cancellation by Sponsor

If the Sponsor cancels the Sponsorship 3 months prior to the Event, a Cancellation Charge of 50% of the Sponsorship Fee will apply.

If a Sponsor cancels the Sponsorship within 3 months of the Event, the Sponsor agrees to pay 100% of the contracted Sponsorship Fee as Cancellation Charge.

If a Sponsor cancels with an outstanding balance due, the Exhibitor remains responsible for the entire balance due, plus reasonable legal fees to collect.

Cancellations must be received in writing by the Event Organizer.

Upon receipt of the Sponsorship cancellation notice, the Event Organizer shall have the absolute discretion to resell the Sponsorship item(s) forfeited.

The Sponsor hereby acknowledges that the Cancellation Charge represents a reasonable pre-estimation of the likely losses and costs that would be incurred by the Event Organizer as a result of the Sponsor’s cancellation and that they do not represent a penalty. For the avoidance of doubt, the Event Organizer is not required to mitigate its losses and/or costs in such circumstances and the Cancellation Charge shall remain payable even Where the Event Organizer is able to resell the Sponsorship item.

4. Postponement and Cancellation by the Event Organizer

The Event Organizer shall be relieved of its obligations under this Agreement in the event that the holding of the Event by the Event Organizer, the performance by the Event Organizer of any of its material obligations under this Agreement and/or the attendance at the Event by the Exhibitors/Sponsors and/or any other Exhibitors/Sponsors and/or any visitors is impossible, illegal or substantially or materially interfered with, due to any cause or causes beyond the reasonable control of the Event Organizer or the providers of the Venue including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion, civil commotion, armed hostilities, act of terrorism, revolution, blockade, embargo, strike, lock-out, sit-in, industrial or trade dispute, adverse weather, disease, risk to public health, accident to or breakdown of plant or machinery, shortage of any material, labour, transport, electricity or other supply, regulatory intervention, general advice or recommendation of any government (including any government agency or department), regulatory authority or international agency against travel, events and/or public gatherings, or the Venue becomes unavailable and/or unfit for occupancy and/or use (“force majeure”).

In the event of force majeure, the Event Organizer may cancel, amend the date of the Event or change the Venue or otherwise alter the Event. Should the Event be cancelled, curtailed or adversely affected by any cause not within the reasonable control of the Event Organizer including but not limited to any of the force majeure events as identified in the preceding paragraph, the Event Organizer shall be under no obligation to refund all or part of the sums paid by the Exhibitors/Sponsors in respect of his participation in the Event. The Event Organizer shall be under no liability to the Exhibitor or any other person in respect of any actions, proceedings, claims, demands, losses (including consequential losses), costs or expenses whatsoever may be brought against or suffered or incurred by the Sponsor as the result thereof.