"Centre" means the management of the Fair premises.
"Contract" means the contract for participation space/booth at the Fairs entered into between the Organiser and the Exhibitor which incorporates the rules, regulations and conditions of participation as well as the terms herein whereas "Contract Form" means the prescribed contract for participation.
"Exhibitor" includes all employees, representatives and agents of any organisation, company, partnership, firm or individual to whom space/booth has been allocated for the purposes of the Fair.
"Fair" means the "Education & Further Studies Fair" and/or “Higher Education Fair” organized by the Organiser.
"Organiser" means Sureworks Sdn Bhd.
- APPLICATION FOR PARTICIPATION
All applications for participation shall be made on the prescribed Contract Form and submitted to the Organiser. The submission of such form shall be deemed as confirmation of participation, and acceptance by the Exhibitor of these Terms of Contract. The Organiser reserves the right to accept or refuse any application without disclosing to the Exhibitor any reasons thereof.
- PARTICIPATION PAYMENT SCHEDULE
Full payment of participation charges (including rental of space/booth) is payable by the Exhibitor to the Organiser within 30 days from the invoice date. Any failure to make full payment on or before the stipulated deadline will result in the AUTOMATIC CANCELLATION of the Exhibitor’s application to participate and the space/booth will be released to other exhibitors.
- ALLOTMENT OF EXHIBITION SPACE/BOOTH
Space/booths are allotted by booth balloting. The Organiser shall have the final discretion on decisions made on any dispute arising from this practice.
The Organiser reserves the right to limit the area size applied for and shall have the final say in the positioning or the re-positioning of space/booth allotted to the Exhibitor.
- CANCELLATION AND PAYMENT DEFAULT
In the event of a participation cancellation or default in payment by the Exhibitor, the Organiser shall be entitled to forfeit all sums which were paid earlier by the Exhibitor as part of the agreed liquidated damages. The Organiser shall then have the right to re-allot/re-let the respective space/booth. In the event that the Organiser, having elected to, but is not able to re-let the space/booth of a defaulting Exhibitor, the Exhibitor in question shall be liable for payment of the outstanding invoiced amount to the Organiser as agreed liquidated damages for the loss of participation space/booth rental suffered by the Organiser.
- CHANGES AND ALTERATIONS
The Organiser reserves the right to change the venue, date, duration or layout of the Fair, the size, shape and location of space/booth booked, at any time prior to the commencement of the build-up of the booths, should circumstances dictate, or to make structural alterations inclusive of entrances and exits. In these cases, the agreement by the Exhibitor to participate and the Contract shall remain in force without any entitlement to claims for compensation or replacements in connection with such changes or alterations.
- CUSTOMISED BOOTH CONSTRUCTION
Exhibitors wishing to construct customised booths are required to engage an approved contractor registered with the Centre. Such customised or special design booths are to be constructed within the allotted space/booth-area rented. The Exhibitor is to ensure that any customised booth construction meets the particular site ceiling height limitations and other specifications determined by the Centre and Organiser. Exhibitors are also required to submit their special design diagrams and plans to the Organiser’s official main contractor at least six (6) weeks before the Fair for approval. Final approval for any special design rests entirely on the Organiser in consultation with its official main contractor. A Refundable Performance Bond of RM5,000 is required.
- BOOTH/SPACE USAGE REGULATIONS
Exhibitors are not allowed to place exhibits, equipment or furniture outside their respective alloted booth area or space, and are not to obstruct the walkways. No alterations or additional work to standard shell booths and their panels are allowed without prior WRITTEN approval from the Organiser. Exhibits or materials which may pose a danger or cause damage are disallowed within the respective Fair premises floor. The Exhibitor is bound to exhibit materials directly related to its institution only and shall forward a list of all exhibits and materials to the Organiser at least 10 weeks prior to the Fair for the Organiser’s approval. Please note that the Organiser’s approval shall not incur any liability on its part or limit/restrict in any manner whatsoever the indemnity provided by the Exhibitor in Clause 16 below. No exhibits/materials will be allowed in or out of the Fair without a delivery order or clearance form. No external vendor is allowed to display their products/services without the prior written approval from the Organiser. The Organiser reserves the right to refuse admittance to any visitor to the Fair or to have access to the booth. Allotted/rented space/booths cannot be sub-let or sub-divided by the Exhibitor without the written consent of the Organiser. Walls, ceilings, floor, pillars, permanent fixtures or the Organiser’s fixtures may not be used or disturbed without the written consent of the Organiser.
- SET-UP & DISPLAY REGULATIONS
All Exhibitor moving-in and setting-up on the respective dates must complete its decorating and booth-dressing by the stipulated time set by the Organiser. All exhibits and presentations during the opening hours of the Fair should be effectively operational but must not cause a nuisance to other Exhibitors, the Organiser or the visitors. Exhibitor must ensure that its respective booths are appropriately and competently manned. The Organiser reserves the right to take whatever remedial action it deems fit should a complaint be lodged.
- BUILD-UP AND TEAR-DOWN PROCEDURES
The Exhibitor is to comply with the build-up and tear-down schedules and procedures issued by the Organiser.
- ELECTRICAL SUPPLY REGULATIONS
All Exhibitors are to comply with the electrical rules & regulations under existing Malaysian laws or according to generally accepted international standards. The Organiser reserves the right to stop all activities of any Exhibitor who is in violation. All Exhibitors must refer to the official main contractor to obtain approval should changes need to be made to the standard-schedule electrical wiring. The Organiser reserves the right to impose a surcharge (double scheduled rates) on electrical installations of customised booths which are not completed within the stipulated time limit. Electrical supply and service, however, will not be guaranteed for such booths.
- FIRE REGULATIONS
All materials used in the booth construction must comply with government regulations on fire safety. The Organiser reserves the right to stop any activity that is a potential fire hazard. The Exhibitor is to make its own arrangements for special fire extinguishing facilities as required.
General security shall be provided by the Centre outside the respective Fair premises, with the hall being secured before and after the opening hours.
However, the Exhibitor is solely and fully responsible for the security of its respective booth, display and property, and shall obtain insurance coverage against loss or damage. The property of an Exhibitor is understood to remain in its own care, custody, and control in transit to or from or within the confines of the respective Fair premises. Participating Exhibitors shall indemnify the Organiser, its officers or any appointed agents against any claims and responsibility arising from issues of security.
The Centre will provide routine general cleaning services throughout the exhibition period. All Exhibitors are to take responsibility for the removal of their construction and storage materials and the daily cleaning and maintenance of their space/booths.
The Exhibitor is liable and responsible for any damage to the respective Fair premises, other exhibitors and their exhibits, or common property, caused by themselves, their contractors or their agents, and in this respect, the Exhibitor hereby fully indemnify the Organiser and the Centre against any loss by reason of any delay or damage to the Fair premises.
- INSURANCE & INDEMNITY
All Exhibitors shall fully indemnify and hold the Organiser and the Centre harmless in respect of all costs, claims, demands and expenses to which they may be subjected as a result of loss or injury arising from any person howsoever caused during the Fair. The liability or risks of the employees, agents or exhibits shall be the responsibility of the Exhibitor. Exhibits shall be placed at the Exhibitor’s own risk and the Organiser shall not be held responsible for any theft or loss of the exhibits. The Exhibitor shall purchase all-risks, public liability, third party and other insurance cover against any claim which may arise from injury to persons or loss of property in its respective space/booths throughout the duration of the Fair. The Organiser and the Centre shall not be held responsible in any circumstance that may arise, and each Exhibitor hereby agrees to fully indemnify the Organiser and the Centre in respect of any loss or damage of whatsoever nature suffered by the Organiser and/or the Centre arising from the Exhibitor’s participation in the Fair. In the event the Exhibitor is a private limited company, the Exhibitor agrees to procure its director(s) to give a personal guarantee for the due performance of this Contract at the request of the Organiser.
The Organiser reserves the right to make such changes, amendments and additions to these Terms of Contract (“variations”) as and when considered necessary for the proper conduct and/or management of the Fair and the Exhibitor shall be notified of such variations a least 7 days prior to its enforcement. The interpretation of any contractual term, condition or regulation rests entirely with the Organiser, and whose decision shall be final and binding.
- GOVERNING LAW
This Contract shall be governed and construed in accordance with the laws of Malaysia. The Exhibitor hereby agrees to submit to the exclusive jurisdiction of the courts in Malaysia. The Exhibitor shall be liable to pay to the Organiser all legal costs (including costs on a solicitor and own client basis), charges and expenses which the Organiser may incur in enforcing or seeking to enforce this Contract or in obtaining or seeking to obtain payment for all or any part of the monies hereby agreed to be paid by the Exhibitor.
- FORCE MAJEURE/ WAIVER
The Organiser shall not be liable for failure to perform its obligations under this Contract as a result of strikes, demonstrations, riots, acts of God, or any other causes beyond its control. The rights of Organiser under this Contract shall not be deemed waived except as specifically stated in writing and signed by an authorised officer of the Organiser. The waiver by either party of a breach or violation of any provision of this Contract shall not constitute a waiver of any subsequent or other breach of violation.
If any provision of this Contract shall be prohibited by or adjudged by a court to be unlawful, void or unenforceable, such provision shall to the extent required be severed from this Contract and rendered ineffective as far as possible without modifying the remaining provisions of this Contract and shall not in any way affect any other circumstances or the validity or enforcement of this Contract. In such event, the parties shall use their respective best endeavours to negotiate and agree upon a substitute provision which is validly enforceable and achieves to the greatest extent the objectives of the prohibited provision.
- EXCLUSION OF PERSONNEL
The Organiser reserves the right in its absolute discretion to exclude or remove or require the Exhibitor to remove from the Fair any person whose presence is or is likely to be undesirable and the Organiser may exercise such right notwithstanding that any such person is the employee, agent or contractor of the Exhibitor or otherwise in any way connected or associated with the Exhibitor.
- UNDESIRED ACTIVITIES
If it appears to the Organiser that the Exhibitor may be engaged in activities which are deemed to be contrary to the best interest of the Fair or which appear unethical or to be in breach of the law, the Organiser may without being under any liability to refund or abate any charges paid or due herein cancel any space/booth allocation which may have been made to the Exhibitor and require the Exhibitor forthwith to vacate the space/booth allocated to the Exhibitor and refuse the Exhibitor the right to participate further in the Fair.
- GOOD NEIGHBOUR POLICY
The Exhibitor shall observe the “good neighbour” policy at all times and not intrude upon or disrupt other exhibitors while they are conducting business at the Fair. The Exhibitor should conduct itself in a manner not objectionable or offensive to neighbouring booths. It is the Exhibitor’s responsibility to create an attractive display area that is in good taste (as determined by the Organiser) and enhances the overall appearance of the Fair and is a credit to the industry. The Organiser reserves the right to approve the character of the display and to prohibit any display which, because of noise or other objectionable features, detracts from the general character of the Fair. Any part of an exhibit space/booth which does not reflect the purpose of the Fair or comply with the terms herein must be corrected at the Exhibitor’s expense. The Organiser reserves the unilateral right to correct any unsightly exhibit, and the Exhibitor agrees to pay for the expenses incurred in making the necessary alterations. If corrections cannot be made, the exhibit shall be removed at the Exhibitor’s cost, with no liability accruing to Organiser.
- COMPLIANCE WITH LAW
The Exhibitor shall comply with all federal, state and local laws, rules, standards, regulations and ordinances, including but not limited to copyright laws, and all laws pertaining to business licences, all the rules and regulations of the Organiser and the Centre. The Exhibitor shall be solely responsible for obtaining any necessary licences, permits or approvals required under any law in connection with its participation in the Fair. If the Organiser becomes aware of the Exhibitor’s failure to comply with any applicable law, such failure to comply shall be cause for rejection or removal of the Exhibitor from the Fair.
- INSOLVENCY OF EXHIBITOR
In the event of the Exhibitor becoming insolvent or entering into liquidation (other than voluntary liquidation for the purposes of amalgamation or reconstruction) or have a receiver appointed, this Contract will terminate forthwith, and all sums paid by the Exhibitor to the Organiser shall be forfeited. Further, the allotment of the space/booth will be cancelled and Clause 5 above shall apply.
- LIMITATION OF LIABILITY
The Organiser, its directors, officers, servants and agents shall not be liable for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this Contract or at the Fair, except to the extent to which is unlawful to exclude such liability under the law. Notwithstanding the generality of the foregoing, the Organiser expressly excludes liability for consequential loss or damage which may arise in respect of the Exhibitor’s participation in the Fair, or for loss of profit, business, revenue, goodwill or anticipated savings. In the event the any exclusion contained in this Contract shall be held to be invalid for any reason and the Organiser becomes liable for loss or damage that may lawfully be limited, such liability shall be limited to the amount of monies paid by the Exhibitor to the Organiser only.
The rights or obligations of the Exhibitor arising under the Contract shall not be assigned, transferred, sub-contracted or otherwise disposed of, in whole or in part without prior written consent of the Organiser.
- PERSONAL DATA PROTECTION ACT 2010
- NO PARTNERSHIP
Each party agrees to perform its obligations hereunder as an independent contractor to the other party, and this Contract does not create any actual or apparent agency, partnership, joint venture, or relationship of employer and employee between them for any purpose, including taxes or employee benefits. Neither party is authorized to enter into or commit the other party to any agreement, and neither party will represent itself as the agent or legal representative of the other party. The Exhibitor will not make or consent or cause to be made any public announcement, or produce, distribute or publish, or consent or cause to be produced, distributed or published, any press release or other public statement referring to the subject matter or content of this Contract, or the business relationship between the parties, without the express, prior written approval of the Organiser.
- LICENCE/INTELLECTUAL PROPERTY
The Exhibitor warrants and undertakes that the distribution, disclosure and delivery of any information, goods, services, documents, software and other materials, and the use thereof during the Fair will not infringe or violate any proprietary right of any third party, including without limitation, any intellectual property right such as copyright, trade mark, patent, industrial design or trade secrets. The Exhibitor shall grant to the Organiser a non-exclusive, royalty free licence to use its trade mark and/or trade name for purposes of promoting and/or advertising the Fair.
- ADVERTISING MATERIAL
The Exhibitor warrants that any advertising material submitted to the Organiser:
- does not infringe any third party's intellectual property rights;
- does not breach any applicable law;
- is not defamatory, profane, sexually, or racially offensive, discriminating, harassing, threatening, false, misleading, invasive of privacy, or otherwise objectionable in the Organiser’s opinion;
- does not deliberately intended to upset, or harm other Exhibitors or the Organiser or the Centre or any other person and/or entity.
The Organiser reserves the right to remove any advertiser material from the Fair including any publication related to the Fair, which in the reasonable exercise of the Organiser’ discretion, does not comply with this Clause, or if any content is posted that the Organiser believes is not in the best interest of the Organiser and/or the Centre.