Terms and Conditions for Sponsoring and exhibition CLIMA 2022
In our terms and conditions you can read the mutual rights for sponsoring agreement and exhibitor purchase at CLIMA 2022.
The Dutch law applies at all times.
Article 1 Definitions
Organiser: legal entity TVVL (Chamber of Commerce 40506039), with its registered office in WOERDEN at KORENMOLENLAAN 4, 3447 GG in THE NETHERLANDS. TVVL is from now on to be called CLIMA 2022 or ‘The Organiser’.
Event: a (multiple)day conference in hybrid form for public on location and / or online via livestream, organized by CLIMA 2022;
Offer: the offer from the Organiser to conclude an Agreement.
Agreement: the Agreement between the organiser and other Party (Sponsor and/or Exhibitor) for the participation in an Event following the acceptance of an Offer.
Other Party: the natural or legal person who concludes or has concluded an Agreement or to whom an Offer has been issued for sponsoring and or/exhibiting at CLIMA 2022.
Stand Space: the event space that is made available to the Other Party.
Payment: the Payment the Other Party owes the Organiser for participation in an Event.
Article 2 Applicability of the General Terms and Conditions
1. These General Terms and Conditions govern the contractual arrangement among the Organizer and the Other Party whom Organizer approved to sponsor and/or exhibit at CLIMA 2022 following the Agreement for sponsorship and/or exhibition of CLIMA 2022, referencing these General Terms.
2. The General Terms and Conditions have been included on the Organiser’s website and will be sent by email at the request of the Other Party.
3. Any general terms and conditions of the Other Party or other deviating provisions do not form any part of the Agreement, unless and insofar Organiser has expressly agreed to this in writing. In the event the Other Party does not reply to an Offer or order confirmation that refers to these General Terms and Conditions, this will constitute tacit consent to the content thereof.
4. If a provision of these General Terms and Conditions is in any way invalid or non-binding, this does not affect the validity of any other provisions established in these General Terms and Conditions.
5. The Organiser has the right to change these General Terms and Conditions at any time. Any changes will take effect eight (8) days after they have been announced by the Organiser on its website.
6. In all cases not covered by the current General Terms and Conditions, the Organiser’s management shall decide.
7. Where prices or rates are referred to in these terms and conditions, they are always without applicable Dutch VAT.
Article 3 Offers
1. All Offers from the Organiser are without obligation. If an Offer is accepted by the Other Party, the Organiser has the right to withdraw the offer within seven (7) working days after receipt of the acceptance.
2. Registration for participation in an Event by the Other Party may be done in writing or verbally. The acceptance of participation by the Organiser shall be confirmed by email to the Other Party, thus forming the Agreement.
3. The Organiser reserves the right to reject a request to participate if the interests of (another) participant(s) and/or the Organiser and/or the Event require that, which is exclusively to be judged by the Organiser. The Organiser shall never be held liable for damage suffered by the Other Party or third parties as a result of a decision by the Organiser to reject a request for participation.
Article 4 Payment
1. The Payment amount owed by the Other Party for its participation in the Event is stated in the Agreement and shall be invoiced to the Other Party by the Organiser.
2. Payment must be made to the bank account number specified by the Organiser within the stated payment period. Only payments to CLIMA2022 or to a third party that has designated CLIMA2022 in writing release the Client from its payment obligation. The Organiser will invoice as follows:
a. an advance of fifty percent (50%) of the Payment fee within eight (8) days after acceptance of the request;
b. the remainder of the Payment fee at least one hundred and twenty (120) days before the opening date of the Event.
3. The payment period for invoices is thirty (30) days, unless specified otherwise.
4. If a request for participation is made less than thirty (30) days before the opening date of the Event, the Payment fee must be paid before the opening date of the Event.
5. Any additional orders must be paid within thirty (30) days after confirmation by the Organiser, but in any case before the opening date of the Event. Unless the Organiser determines otherwise, sponsor activities designated in the Agreement, construction of the stand and/or use thereof may only commence once the Payment and other costs owed up to that time have been received by the Organiser. Additional orders at the time of the Event must be paid immediately (debit card or immediate wire transfer).
6. In the event of late payment of any amount due to the Organiser, statutory interest shall be charged from the moment the claim has become due and payable. All costs related to taking (extra)judicial collection and/or enforcement measures are at the expense of the Other Party. Insofar as the Other Party is a natural person who does not act in the exercise of a profession or business, the (extra)judicial collection costs are determined in accordance with the Dutch Collection Costs Act (‘Wet Incassokosten’). In all other cases, these costs amount to fifteen percent (15%) of the amount owed by the Other Party.
7. If the Other Party has not fulfilled its payment obligations in time, the Organiser is entitled to suspend the fulfilment of its obligations until payment has been made or proper surety has been provided for this. In case the Organiser has reasonable suspicion that there are reasons to doubt the creditworthiness of the Other Party, it may request the Other Party to provide surety for the Payment fee before payment is made. If the Other Party fails to fulfil its payment obligations or does not provide the requested surety, the Organiser has the right to rent out the Stand Space, without obligation to pay for damage, to different third parties and/or to allocate other Stand Space to the Other Party.
8. Payments made by the Other Party will first be used to settle all interest and costs due and subsequently to settle the longest outstanding invoices.
Article 5 Changes to or Cancellation of the Event
1. The Organiser at all times reserves the right to change the established dates (22nd until 25th May 2022), times, maximum number of visitors and location of the Event and/or to cancel the Event entirely. The organiser also has the right to change the format of the event (completely on site, completely online or hybrid form) without the participant being entitled to reimbursement of costs or any form of refund of the participation costs or costs incurred. In case the Organiser changes the event to a complete online format, the Organiser will get into contact with the Other Party about possible adaptations to the Sponsor Package.
2. A change in the location of the Event within a radius of fifty (100) kilometres from the original location or change to a date within thirty (30) days before or after the original date does not entitle the Other Party to withdraw its participation. In the event of a change in the location of the Event outside a radius of fifty (100) kilometres or a change in date more than thirty (30) days before or after the original date, the Other Party may cancel its participation free of charge within fifteen (15) days, failing which the Other Party is deemed to have accepted the change.
3. If the Organiser decides that an Event will not take place, all registrations and assignments already made will lapse. Refund of the Payment fee already paid shall take place within thirty (30) days after this decision.
4. In none of the cases mentioned in the article is the Other Party entitled to compensation for any damage, costs or interest, in any form whatsoever.
Article 6 Conditions for participation as Sponsor and/or Exhibitor
1. Organizer shall allocate to the Other Party in respect of the Congress those sponsorship and/or exhibition opportunities as mentioned in the Agreement.
2. Display of all signs or other promotional materials by the Other Party or by anyone on its behalf at the Congress must be coordinated and approved in advance by the Organizer. The Other Party’s promotional activities shall at all times be limited to those expressly included in the Agreement and may only be carried out in or from the Exhibition Space (to the extent sponsor is also an exhibitor) or from those areas specifically designated by the Organizer for such purposes, by prior written permission. Any other promotional activity by the Other Party or by anyone on its behalf, including, without limitation, distribution of leaflets or materials to delegates in the Congress site, is expressly forbidden. Other Party’s access to the Congress and Exhibition Space or by any person acting for the Other Party is subject to such person presenting an access badge issued by the Organizer.
3. The Other Party acknowledges and agrees that its rights granted under the Agreement are non-exclusive and that Organizer may have additional sponsors, exhibitors and supporters in its absolute discretion, including those who may be competing with Sponsor, on the same or different terms to those contained in the Agreement
4. The Other Party is obliged to take care of applying for all necessary permits, visas and exemptions with regard to his participation in the event.
5. The Organiser distributes the available Stand Space among the participants of the Event and provides the Other Party with an event plan. The Organiser reserves the right to change the layout at its own discretion at all times. Stand Space is only made available for the entire duration of the Event.
6. Only products or services that are specified in the Agreement or that the Organiser determines are permitted may be used or exhibited. The Organiser may have unauthorised products or offers for services removed at the expense of the Other Party.
7. Unless the Organiser has given written permission to do so, the Other Party is not permitted to offer food and drinks for on-site consumption and/or sales, advertising and/or customer acquisition, whether or not in the form of test samples.
8. The Other Party is not permitted to conduct activities that, in the opinion of the Organiser, may cause damage to the Event, the Organiser, or other participants. The Other Party will not play/display intrusive music and/or lighting systems. This to be judged by the Organiser.
9. Unless given written permission by the Organiser, the Other Party is prohibited from organising lotteries, contests, or games of chance during Events.
10. The Other Party accepts that the Organiser cannot offer exclusivity with regard to the products and services to be displayed by the Other Party and/or to be offered to the audience.
11. The Organiser is responsible for maintaining order. The Other Party and its employees and invitees are obliged to follow the instructions and guidelines of the Organiser.
12. A general smoking ban applies to the Event. The Other Party is obliged to strictly comply with the instructions of the Organiser in this regard and to impose this smoking ban on its relations and visitors.
13. Accommodation conditions or other conditions of the event location may apply to participation in the event. These conditions are an integral part of the agreement.
14. It is not allowed to use drones, balloons or other flying or floating equipment inside or outside the accommodation. Also the use of motorized vehicles during the event such as but not limited to scooters, trolleys, hoverboards or Segways in the accommodation is not permitted without prior written permission from the organizer.
15. In order to guarantee a professional appearance of the event, it is not allowed to place materials on terraces, tables, counters and other places outside your stand. It is allowed to hand out flyers, hand out brochures and / or undertake other activities up to a maximum of 1 meter outside your stand. When a violation of these rules is detected, the Organiser will send an invoice of € 495, – excluding VAT per observation. The Organiser is at all times entitled to mitigate or withdraw the above rights, without stating reasons and without entitlement to any compensation.
Article 7 Stand Space Layout
1. The dimensions (depth, width, and height) of the Stand Space shall be specified by the Organiser and form part of the Agreement. Stand construction and layout, including walls, must remain within these dimensions. If indicated, the Other Party shall timely inform the Organiser about the layout of its Stand Space and submit a dimensional sketch, layout concept, and other information requested by the Organiser.
2. The Other Party will submit the contact details of itself or its representative to the Organiser, as well as a list of possible (sub)contractors that may be engaged for the design of the Stand Space.
3. When installing raised floors, ceilings, walls, or other covers, prior approval from the Organiser is required. The Other Party must ensure the floors and/or ceilings accurately match the floors and/or ceilings of (an) adjacent stand(s).
4. The Other Party shall be given the opportunity to set up its Stand Space during a time to be determined by the Organiser, but in any case before the opening date of the Event. The Organiser determines by what date supply transport and installation work must be completed. During the Event, no packaging or transport materials may be present in areas accessible to the general public.
5. Materials used must in all respects comply with the regulations of the fire brigade and other competent authorities. In the event flammable materials—such as gauze, jute, etc.—are used, these must have been made fire resistant. All floors, walls, and ceilings must be finished to the satisfaction of the Organiser. If soil, sand, or other moisture-attracting/containing materials are incorporated into a stand’s decor, the floor must be sufficiently protected against moisture.
6. It is not permitted to apply materials, both outside and inside and regardless of their nature, on the Organiser’s buildings.
7. If the Other Party makes use of facilities and/or aids made available by the Organiser (e.g. forklift trucks), then this use will be entirely for the account and risk of the Other Party, and the Organiser will in no way be liable for any damage resulting from this use.
8. Installation of supply and discharge pipes for electricity, water, and telephone connections must be exclusively performed by or on behalf of the Organiser. The Other Party is obliged to observe the regulations of supply companies with regard to the use of electricity, gas, and water. The Organiser does not accept any liability with regard to the provision of electricity, gas, and water.
9. Connection boxes, pits, and rails for the purpose of electricity supply, as well as connection pits and taps for water connections, must be accessible at all times. The same applies for fire hydrants, fire reels, and doors. These must also be clearly visible from the walkway. The Other Party is at all times obliged to immediately follow or implement the regulations or instructions of the emergency services, Organiser’s employees, or building owners.
10. After it has been made available, the Other Party must inspect the Stand Space and immediately, but no later than on the first day, report any shortcomings or defects to the Organiser, failing which the Other Party is deemed to have accepted the Stand Space.
Article 8 Use of Stand Space
1. During opening hours of the Event, the Other Party is obliged to keep the Stand Space occupied with a sufficient range of products or services and personnel and to furnish it adequately, in keeping with the character of the Event, all this to be judged by the Organiser. If the Other Party does not comply with these requirements, the Organiser is entitled to remove any of the Other Party’s furnishing materials. In this case, the Other Party will be liable for all costs that the Organiser must incur for the redecorating of the Stand Space.
2. The Organiser’s employees can have access to the Stand Space rented by the Other Party at all times.
3. The exhibited products and/or materials of the Other Party must be placed in such a way that the unobstructed view of the surrounding stands and exhibition space is not impeded. This is to be judged solely by the Organiser. During opening hours, exhibited products and materials may not be covered. The Organiser has the right to remove any existing covers, without any liability towards the Other Party.
4. The Other Party is expressly forbidden to sublet its Stand Space, in whole or in part, to third parties.
5. It is not permitted to share one stand with several exhibitors, or to allow a party other than the one with which the agreement has been concluded to use the stand space, without prior written permission from the Organiser. If you represent brands or organizations with personnel and / or products of which you yourself are not a manufacturer or a direct stock-keeping supplier, an amount of €995 per co-exhibitor will be charged.
Article 9 Dismantling Stand Space
1. After dismantling, the Other Party is obliged to leave the Stand Space in the same condition as when it was made available by the Organiser, whereby any dirt or materials, such as soil, sand, and fertiliser left behind must be removed. Any damages and dirt observed by the Organiser that has not been repaired or removed by the Other Party will be repaired or removed by the Organiser, the costs of which will be fully passed on to the Other Party.
2. Dismantling work, transport, supply of packaging and other auxiliary materials, and the packing of goods may only commence after the Event has been closed and after the Organiser has announced that all measures have been taken to commence dismantlement.
3. If the Stand Space is not completely cleared or cleaned up in time, the Organiser is entitled to:
a. remove any remaining materials, goods, or packaging at the expense and risk of the Other Party;
b. restore the Stand Space to the state in which it was made available to the Other Party, this fully at the expense of the Other Party.
Article 10 (Online) Presence
1. The Other Party has the right to have their participation mentioned on (digital) Event items as designated in the Agreement, such as website, banners and leaflets. The (online) presence is based on the materials provided by the Other Party when registering (i.e. graphic design, photographs and illustrations). The Organiser determines how this mentions are published and reserves the right to shorten or edit the Other Party’s information if necessary.
2. The Other Party guarantees that all information regarding their activities, provided to the Organiser within the context of the Event for publication in the catalogue and on the website of the Event, among other things, is correct and complete and is not contrary to the applicable laws and regulations, does not infringe third party rights, and is not unlawful in any other way. The Other Party shall not use the Organiser’s catalogue and/or website in any way that violates the applicable laws and regulations, including but not limited to those with regard to data protection, or that infringes third party rights or is otherwise unlawful in any way whatsoever.
3. The Organiser is not liable towards the Other Party or third parties for any inaccuracies, errors, or omissions in the catalogue. The Other Party indemnifies the Organiser against any third party claims related to the information provided by the Other Party.
Article 11 Access to the Event
1. If applicable, the Organiser shall make a number of exhibitor passes available to the Other Party as determined in the Agreement. These registered exhibitor badges are strictly personal and non-transferable, and are the only access pass to the Event. The persons who received an exhibitor badge are required to produce this at the first request of the Organiser’s employees, both during the period that the Event is open for the public and during the hours reserved for assembling and dismantling of the stands.
2. The Organiser reserves the right to deny access to the Event and its grounds and buildings and to withdraw a granted access pass at any time, without stating reasons.
Article 12 Intellectual property
1. The Other Party guarantees that their activities within the context of the Event, including but not limited to offering and/or disclosing the products and services they exhibit during the Event and all publicity under their responsibility, do not violate any third party rights, such as intellectual property rights (including but not limited to copyrights, trademarks, patents, and model rights), and are not otherwise unlawful towards third parties in any way.
2. The Other Party is not permitted to exhibit machines, devices, and/or products for which the manufacturer, importer, or other allegedly rightful claimant has not given their approval.
3. The Other Party states and guarantees that all photographs, illustrations, and other graphic works and/or texts with regard to the products or services they offer, that they made available to the Organiser for their publication in the catalogue or on the website of the Event or by the press or third parties, may be used freely and free of charge and that their publication does not infringe any third party rights, including but not limited to copyrights and portrait rights.
4. The Organiser reserves the right to take photographs and video and sound recordings of the Other Party’s Stand Space and persons during the Event and during the assembly and dismantling, and to use these for the publicity of the Event and to promote their services and those of their affiliated companies in general. In case the Other Party has valid reasons to request that certain products or persons are not photographed, they must make this request known to the Organiser beforehand or within 24 hours. Failure to do so will result in the loss of any right to object against this.
5. In case it comes to the Other Party’s knowledge that the products or services they exhibit at the Event may violate third party rights, or in case possessions of the Other Party that are located at the Event site are garnished, they shall notify the Organiser immediately and in writing and provide the Organiser with a copy of all relevant documents. Furthermore, the Other Party commits to provide the Organiser with all information regarding their activities and any related (impending) disputes with third parties that the Other Party should reasonably understand to be of importance to the Organiser.
6. The Other Party indemnifies the Organiser and their affiliated companies, as well as the owner and operator of the event building and the managers, shareholders, and all employees of the Organiser and their affiliated companies, against all third party claims resulting from an infringement of their intellectual property or other rights, related to the Other Party’s activities within the context of the Event, including but not limited to the products and services exhibited during the Event by the Other Party and all related publicity. The Other Party shall fully reimburse the Organiser and their affiliated companies, as well as the owner and operator of the event building and the managers, shareholders, and all employees of the Organiser and their affiliated companies, for all damage suffered and costs incurred, including all costs of legal assistance, in relation with an (alleged) infringement by the Other Party of any third party rights.
7. The Organiser is always authorised to remove any products, services, publicity, and objects exhibited by the Other Party from the Event, without having to pay the Other Party any damages and without prejudice to the Organiser’s claims against the Other Party, in case of a complaint from a third party, at the request of a judicial or administrative authority, or at their own accord.
Article 13 Data Protection / GDPR
2. The Other Party states and guarantees that they process all personal data processed within the context of their participation in the Event in accordance with the applicable laws and regulations about the protection of personal data, especially the General Data Protection Regulation. The Other Party indemnifies the Organiser and all their affiliated companies against any third party claims, including sanctions imposed by the relevant supervisor, in relation with an alleged violation of the applicable laws and regulations about the protection of personal data.
Article 14 Non-compliance and Dissolution
1. In case the Other Party is of the opinion that the Organiser fails to comply with one or more of their obligations under the agreement, the Other Party shall inform the Organiser of this opinion in writing, with statement of reasons. Such report must be sent as soon as possible after identifying the alleged non-compliance or at least within fourteen (14) days after the end of the Event. Failure to comply with this term shall result in the Other Party’s loss of any and all claims.
2. In case the Other Party fails to comply with an obligation under the Agreement despite the Organiser’s written request, the Organiser is authorised to dissolve the Agreement, partly or in whole, and claim damages, without judicial intervention.
3. Furthermore, the Organiser may dissolve the Agreement if:
- the Other Party is declared bankrupt;
- the Other Party is granted a (provisional) suspension of payment;
- the Organiser has valid reasons to assume that the Other Party will not be able to comply with their obligations;
- the ownership of or control over the Other Party changes hands.
4. The Other Party waives the right to dissolve the Agreement for any reason.
Article 15 Force Majeure
1. In case the Organiser is subject to a circumstance that results in a non-culpable failure to comply with their obligations (force majeure), it has the right to suspend compliance with their obligations towards the Other Party during a period to be decided by the Organiser, without any obligation to pay damages. The Other Party’s obligations towards the Organiser shall remain in full force during such period.
2. Force majeure also includes a situation in which the Organisers suppliers or other third parties they engaged for the performance of the Agreement non-culpably fail to comply with their obligations. A culpable failure by a third party engaged by the Organiser shall result in a non-culpable failure by the Organiser if the Organiser could not reasonably foresee that third party’s failure to comply with their obligations.
3. Force majeure also includes a pandemic situation. If the Dutch (national, regional or local) government imposes restrictive measures in the context of a pandemic such as COVID19, these will be followed up by the Organiser and the Other Party. This can have consequences for the event format, the number of visitors, the date of the event, safety costs/requirements or other matters. Only in case of complete cancellation of an event, the Organiser will refund. The Other Party is in no way entitled to compensation and the Organiser has no obligations to pay damages or additional costs. The Other Party itself is responsible for taking adequate protective measures on its stand to prevent the spread of e.g. COVID19 among visitors, the Other Party’s own personnel or personnel of the Organiser or suppliers. The costs for this are fully borne by the Other Party.
Article 16 Cancellation of Participation
1. The Other Party may cancel their participation, free of charge, within seven (7) days after the conclusion of the Agreement. In other cases of cancellation of their participation in the Event, the Organiser shall charge the Other Party a cancellation fee as set out below:
- in case of cancellation one hundred and twenty (120) or more days before the starting date of the Event as determined by the Organiser: 50% of the Fee;
- in case of cancellation between one hundred and twenty (120) and thirty (30) days before the starting date of the Event as determined by the Organiser: 100% of the Fee;
- in case of cancellation less than thirty (30) days before the starting date of the Event as determined by the Organiser: 100% of the Fee plus a cancellation charge of € 1,000.00 (one thousand euros).
2. In case of cancellation, the Organiser has the right to remove all mentions of the Other Party (both online and physical) on Congress items and (if applicalble) to rent out the Stand Space to another exhibitor or, at their own discretion, to write on the Stand Space and in the event plan something in the sense of “This stand space was reserved for [other party’s name]” or a similar wording.
Article 17 Liability
1. The Organiser and their affiliated companies, shareholders, managers, and employees are not liable for any damage in the broadest sense suffered directly or indirectly by the Other Party, their employees, their visitors, or any other third party, except in case of malicious intent or gross fault. In this article, the term damage includes all consequential damage, such as business interruption, damage due to loss of revenue, lost profit, etc., as well as damage due to theft, vandalism, or any other cause.
2. The Other Party is responsible for all damage suffered and costs incurred by the Organiser in relation with their participation, regardless of whether such damage or costs were caused by the Other Party themselves or by third parties.
3. The Other Party indemnifies the Organiser against any and all claims from third parties, including but not limited to other participants in the Event, due to damage or costs, in the broadest sense, caused by the Other Party, their employees, their visitors, or any other third party for whose actions or omissions the Other Party is responsible.
Article 18 Insurance
1. In case of participation as exhibitor, the Other Party shall take out, and maintain during the Event, an appropriate insurance policy at their own expense and risk, which policy must cover any form of damage to or theft or loss of the Other Party’s, the Organiser’s, and third parties’ belongings in line with current market conditions or better.
2. Furthermore, the Other Party shall take out, and maintain during the Event, an insurance policy against legal liability with sufficient coverage, at their own expense and risk. An insurance policy with sufficient coverage is understood to mean one that covers all damage suffered by the Organiser or third parties as a result of the Other Party’s activities. The insurance policy also includes the transport to and from the Event and must be in effect at the moment the supply and assembly begins and may not end before the rented space has been completely dismantled, and all belongings have been removed from the fair site.
3. The Other Party shall submit their insurance policy/policies to the Organiser for inspection at its first request.
Article 19 Applicable Law
1. The legal relationship between the Organiser and the Other Party is governed exclusively by the laws of the Netherlands.
2. Any disputes between the Organiser and the Other Party shall be brought exclusively before the competent Dutch judge in the district in which the Organiser has their registered office, insofar as not determined otherwise by imperative law and on the understanding that the Organiser has the right to bring a case before the legally competent judge.
Version 2: 6th July 2021