1. DEFINITIONS

In these Terms and Conditions the

following definitions apply:-

“the Exhibition Space Contract” means

the Organisers’ form of agreement for the

allotment of a stand at the Exhibition;

“the Authorities” means the relevant local,

county and other public authorities and

bodies relevant to the Exhibition;

“the Contract” means the Exhibition Space

Contract, these Terms and Conditions

and the Exhibitors’ Manual (where is this

available from );

“the Exhibitor” means the person, firm

or company agreeing to take a stand at

the Exhibition under the Exhibition Space

Contract;

“the Exhibitors’ Manual” means the manual

produced by the Organisers in relation to the

Exhibition;

“the Licence Fee” means the amount shown

as the total price payable by the Exhibitor in

the Exhibition Space Contract;

“the Organisers” means GO Diving Limited;

“the Venue” means the venue where the

Exhibition will take place.

2. RULES & REGULATIONS

The Exhibitor must comply with the

requirements of all Authorities and where

applicable with all rules and regulations

issued by the owner of the Venue in force at

the time of the Exhibition.

The Exhibitor undertakes to comply with

the obligations and duties contained

or referred to in the Contract including

(without limitation) those contained or

to be contained in the Exhibitors’ Manual.

Exemptions from any of these obligations

and duties may be granted at the Organisers’

discretion. No exemption given by the

Organisers will be effective unless in writing.

The Contract comprises these Terms and

Conditions, the Exhibition Space Contract

and the Exhibitors’ Manual) except as varied

in writing signed by the parties.

3. STAND ALLOTMENT

(a) A stand will be held as let for 21 days

after the date shown on the Exhibition

Space Contract issued by the Organisers

for that stand, subject to these Terms

and Conditions. If the signed Exhibition

Space Contract together with the deposit

is not received by the Organisers within

that period, the Organisers may allocate

the stand elsewhere without notice to the

Exhibitor.

(b) The Contract constitutes a licence to

exhibit and not a tenancy. The Organisers

reserve the right at any time to make such

alterations in the floor plan of the Exhibition

as may in their opinion be necessary in the

best interests of the Exhibition as a whole

and to alter either or both of the shape and

size of the space allotted to the Exhibitor.

If, as a result, the space allotted to the

Exhibitor shall be reduced, a proportionate

allowance will be made to the Exhibitor by

adjustment of the Licence Fee. No alteration

to the space allotted will impose on the

Exhibitor any greater Licence Fee than that

undertaken in the Exhibition Space Contract.

(c) The Organisers further reserve the right at

any time to substitute for the stand allotted

a different stand.

(d) Allotment of space by the Organisers

shall not imply that they accept the

proposed exhibits, and the Exhibitor must

ensure that exhibits on the allotted stand

comply with these Terms and Conditions.

The Organisers reserve the right to exclude

and/or require to be removed any exhibit

which in their opinion is not germane to the

Exhibition. The decision of the Organisers

as to the eligibility of the exhibits will be

absolutely final and binding.

(e) The Contract is personal to the Exhibitor

and may not be assigned, subcontracted or

sublet by him. Neither may the Exhibitor,

without having first obtained the consent in

writing of the Organisers:-

(i) have or display on the stand or at the

Exhibition the goods of any other person,

firm or company; or

(ii) display or permit to be displayed on

the stand or at the Exhibition the name or

mark of any other person, firm or company

or literature or other items relating to the

goods or services of any such other person,

firm or company.

(f) Notwithstanding the allocation of a stand

to the Exhibitor, the Organisers reserve

the right to forbid the Exhibitor to erect

or occupy that or any other stand if, on

the date of the opening of the Exhibition,

there is subsisting any material breach

of the obligations of the Exhibitor under

the Contract including (without limitation)

failure to pay any instalment of the Licence

Fee or if there then remains outstanding any

notice served by the Organisers under Rule

5(b) or Rule 6 of these Terms and Conditions.

4. CANCELLATION OF THE CONTRACT BY

THE EXHIBITOR

The Exhibitor may cancel the Contract, by

giving not less than 30 days’ notice to expire

not later than the next cancellation date.

Such notice must be given in writing and

sent by recorded delivery to the Organisers.

The Organisers shall be entitled to retain

or (if not already paid) require payment

forthwith of the deposit together with any

further payment due under the cancellation

dates and fees listed in this clause.

Cancellation dates and Fees.

Initial deposit non-refundable plus the

appropriate cancellation fee shown below:

Cancellation with at least 10 months notice:

25% of stand space

Cancellation with at least 8 months notice:

50% of stand space

Cancellation with 6 months notice:

75% of stand space

Cancellation with 3 months notice:

100% of stand space

For the avoidance of doubt, but save as set

out in clause 6 below, the above dates and

fees cannot be changed and do not relate

to, and are not affected by, any payment

plan that may have been agreed by the

Exhibitor with the organisers for the purpose

of assisting the Exhibitor with payment for

their Exhibition stand space.

4.1 CANCELLATION OF THE CONTRACT BY

THE ORGANISER

If the show is cancelled due to a government

lockdown or significant restrictions are put

in place forcing the Go Diving Show to be

postponed.

The Organiser shall refund 75% of the

Licence Fee to the exhibitor within 90 days,

retaining 25% as a deposit for the following

show.

5. PAYMENT

(a) The Exhibitor shall pay the Licence Fee to

the Organisers by the instalments and by the

dates set out in the payment schedule on

the Exhibition Space Contract.

(b) If the Exhibitor fails to pay any

Instalment on the due date for payment,

the Organisers may at any time thereafter

either:-

(i) by notice to the Exhibitor declare the

balance remaining unpaid of the Licence

Fee immediately payable, whereupon the

Exhibitor shall pay such balance to the

Organisers forthwith on demand; or

(ii) terminate the Contract forthwith by

notice to the Exhibitor served at any time

after the due date in clause 4 for payment.

(c) If the Organisers terminate the Contract

under Rule 5(b)(ii), the Exhibitor shall pay to

the Organisers forthwith on demand by way

of agreed liquidated damages for the loss of

the Exhibitor’s booking under the Contract

(but without prejudice to the Organisers’

other rights hereunder) a sum calculated as

follows:-

(i) the Licence Fee less such parts thereof

as may have already been paid to the

Organisers; and

(ii) interest payable under Rule 5(e);

(d) If the Contract is terminated by the

Organisers under Rule 5(b)(ii), the Organisers

shall further, against the sum payable

under Clause 5(c), allow to the Exhibitor

an amount equal to the net sum received

by the Organisers from the reallocation of

the stand allocated to the Exhibitor (after

the deduction of all costs expended in

relation to the reallocation of the stand) if

such reallocation is made to an intending

Exhibitor not otherwise exhibiting at the

Exhibition. This allowance shall not exceed

the balance of the Licence Fee unpaid and

shall be allowed only after receipt by the

Organisers of the sums due under Rule 5(c).

(e) The Exhibitor shall pay to the Organisers

on demand interest on all sums overdue,

from the due date for payment set out in

clause 4 until actual payment is made, at

the rate of 2% per annum over Barclays Bank

plc’s base rate from time to time, as well

after as before any judgement.

(f) The Licence Fee is inclusive of valueadded

tax and may be varied by the

Organisers at any time to take account of

any increase or decrease in the rate of valueadded

tax applicable to the Contract and

payments to be made thereunder.

(g) By way of security for any sums

from time to time due hereunder to the

Organisers from the Exhibitor, the Organisers

shall have a lien on all goods and other

items of the Exhibitor from time to time in

the possession of the Organisers or under

their control. The Organisers shall be

entitled, after giving notice to the Exhibitor,

to sell all or any such goods or other items

and to apply the proceeds of sale first in

payment of the costs of sale and secondly

in satisfaction or part satisfaction of such

sums and the Organisers shall account to

the Exhibitor for any balance remaining of

such proceeds of sale.

(h) We reserve the right to pass any

outstanding debt by an Exhibitor over to our

Legal Collections Agency. In this instance

the full cost of the recovery of this money

by the said Legal Collections Agency will be

passed on in full to the Exhibitor and form

part of the outstanding debt.

6. ALTERATION OF EXHIBITION DATES

The Organiser reserves the right to alter the

Exhibition Dates as set out in the Exhibition

Space Contract at any time provided that:

(i) any alteration does not result in the

Exhibition being moved by more than 12

(twelve) months; and

(ii) no alteration is made to the dates within

120 (one hundred and twenty) days of the

first open day of the Exhibition.

In the event of an alteration of the

Exhibition Dates, the Organisers may change

to the cancellation dates set out in clause 4

and the instalments and dates for payment

set out in the payment schedule of the

Exhibition Space Contract [and will notify

the Exhibitor accordingly.

7. BREACH OF CONTRACT

(a) Without prejudice to their rights under

Rule 5(b), the Organisers may terminate

the Contract forthwith by notice to the

Exhibitor:-

(i) If the Exhibitor shall in the opinion of the

Organisers become or threaten to become

insolvent or shall commence or suffer the

commencement of proceedings against it by

reason of insolvency; or

(ii) if the Exhibitor shall fail to make

payment of any Instalment on or before the

due date for payment; or

(iii) if the Exhibitor shall be in breach of any

other of its obligations under the Contract

and, if the breach is capable of remedy, shall

have failed to remedy the breach within

14 days after the service of notice upon it

by the Organisers specifying the breach

complained of and requiring it to be so

remedied.

(b) Termination under this Clause or Clause

5 shall be without prejudice to the rights

of the parties in respect of any antecedent

breach of contract or to those provisions

of the Contract intended to subsist after

termination.

(c) If the Contract is terminated by the

Organisers, the Organisers shall be entitled

(without prejudice to their other rights) to:-

(i) require the Exhibitor to remove forthwith

from the Venue all property of the Exhibitor

or its contractors at a time stated by

the Organisers or, at risk and cost of the

Exhibitor, to remove such property and

deliver or dispatch it to the address of the

Exhibitor given in the Exhibition Space

Contract; and

(ii) erect on the stand a board or other

device carrying the name, title and/or marks

of the Exhibitor.

(d) The Exhibitor shall reimburse to the

Organisers on demand all legal and

other costs incurred by the Organisers

in connection with the termination of

the Contract or the enforcement of the

Organisers’ rights hereunder and any costs

incurred by the Organisers in the dressing,

furnishing or alteration of the stand vacated

by the Exhibitor in order to maintain an

orderly and visually pleasing Exhibition.

8. CANCELLATION OF EXHIBITION

(a) If the Exhibition is abandoned, cancelled

or suspended in whole or in part by reason of

war, fire, national emergency, labour dispute,

strike, lockout, civil disturbance, inevitable

accident, the non-availability of the

Exhibition premises, or any other cause not

within the control of the Organisers whether

ejusdem generis or not, the Organisers shall

be under no obligation to repay the whole

or part of the Licence Fee, and shall be

under no liability to the Exhibitor in respect

of any such abandonment, cancellation or

suspension. In such event, the Organisers

reserve the right to change the Venue for the

Exhibition and to substitute the new Venue

for the Venue named in the Exhibition Space

Contract.

If the Organisers come to believe at any time

up to 14 days before the Exhibition that the

holding of the Exhibition is unprofitable for

the Organisers or not in the best interests

of the industry concerned, the Organisers

may cancel the Exhibition. If the Organisers

cancel the Exhibition under this subclause,

the Organisers shall promptly notify the

Exhibitor of cancellation and shall within

30 days refund to the Exhibitor such part of

the Licence Fee as may then have been paid,

in full settlement of the Exhibitor’s rights

against the Organisers under the Contract or

otherwise in relation to the Exhibition.

9. FAILURE OF SERVICES

The Organisers will endeavour to ensure the

supply of the services of the Venue and of

those mentioned in the Exhibitors’ Manual

but as the supply of such services is not

within the control of the Organisers they

shall not incur any liability to an Exhibitor

for any loss or damage if any such services

shall wholly or partially fail or cease to be

available nor shall the Exhibitor be entitled

to any allowance in respect of the Licence

Fee due or paid under the Contract.

10. INTELLECTUAL PROPERTY RIGHTS

The Organisers will not be liable for any

damages, costs or other liabilities, the

Exhibitor, his servants or agents may sustain

in respect of the infringement of any

intellectual property rights of the Exhibitor

arising out of his participation in the

Exhibition.

11. RIGHTS OF ORGANISERS AND VENUE

OWNERS

The Organisers and the owners of the

Venue or of interests therein and those

authorised by them respectively have the

right to enter the Venue at any time to

execute works, repairs and alterations and

for other purposes. No compensation will be

payable to the Exhibitor for damage, loss or

inconvenience so caused.