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Definitions (alphabetical order)
Abraxys means Abraxys Ltd and AbraxysGlobal Ltd.
Complex Fee means the amount collected by Abraxys from You on behalf of the appointed structural engineer for the event. Structural calculations and technical drawings may be required.
Permission to Build Notice means written confirmation issued by Abraxys once the stand plan review process has been completed in full.
SPI means the Abraxys Stand Plan Inspection service.
SPA means the Abraxys Sustainability Planning Audit.
Suspended Load Fee means the amount collected by Abraxys from You on behalf of the appointed structural engineer for the event. Suspended load fees are applicable where stand plans incorporate loads suspended from venue ceilings. Structural calculations and technical drawings may be required.
You, Yours means the customer.
PAYMENT TERMS FOR SPI / SPA / COMPLEX / SUSPENDED LOAD FEES
Fees are to be paid online via Abraxys’ secure payment retail site www.abraxysretail.com. Invoices are issued only upon request. Fees are due at the time of submission of stand plans and in accordance with the deadlines stated in the organiser’s exhibitor manual. Late fees may apply for services ordered after the published deadline. One SPI fee is due per stand. No additional charges are made for stand plan resubmissions. For events where the SPI fee process is in place, the Complex Fee or Suspended Load fee (where applicable) is in addition to the SPI fee and is paid by You specifically to cover the cost of the structural engineer. The criteria for complex stands is described in the organisers exhibitor manual. Failure to make payment for services provided may result in permission to build not being issued. Any costs attributable to delays during the build up process as a result of non-payment of fees shall be paid for by You.
PERMISSION TO BUILD NOTICES
Permission to build notices issued by Abraxys may include information relative to a specific organiser and/or event. They are issued by Abraxys once the stand plan review process has been completed in full and will confirm that the stand plan submitted meets the regulations stipulated by the organiser and the venue and that all relevant fees have been paid. Permission to build notices are issued on the basis that the health and safety advice stated and provided by Abraxys and/or the event organiser and/or the structural engineer are followed. In addition all safety measures are to be applied as documented in the risk assessment and method statement submitted by the exhibitor or the nominated stand constructor. Clarification of conditions stated within permission to build notices must be raised within 3 days of the permission to build notice issued. Permission to build notices are issued to the party who submits the stand plan submission to Abraxys. Permission to build notices are non-transferable. In situations where structural changes have been made to stand plans once a permission to build notice has been issued, the permission to build notice will be invalid and the revised plans will need to be submitted to Abraxys for review.
SUPPLY OF GOODS
Invoices issued by Abraxys, and these terms of business, form the contract of supply of goods.
Invoices for services provided by Abraxys will have UK VAT charged at the prevailing rate where applicable. Abraxys reserve the right to charge interest on unpaid invoices which will be calculated at 4% per annum. Abraxys cannot be held responsible for bank charges levied when making international payments. Bank charges should be paid by the payee.
Invoice disputes or cancellations must be raised by You within 15 days of the invoice date. Where an organiser cancels an event but stand plan inspection work has already been undertaken, fees may still apply to cover the cost of work completed. Where an exhibitor cancels attendance at an event but stand plan inspection work has already been undertaken, fees may still apply to cover the cost of work completed.
If You wish to register a complaint please put this in writing to the Managing Director, Abraxys Ltd, 10 Barley Mow Passage, London W4 4PH United Kingdom.
Abraxys commits to ensuring that all data it holds is used, processed and distributed in accordance with the Data Protection Act 1998. Abraxys may from time to time need to make your records available to its professional advisers, including structural engineers, lawyers, accountants or auditors and to legal and regulatory authorities.
Abraxys shall indemnify and hold harmless You, Your personnel, Your stand sharers and their personnel (but excluding in each case any subcontractor involved with the construction and dismantling of the stand) (each an “Indemnified Party”) against any third party claims for all losses, liabilities, costs, claims and expenses awarded against, paid by, suffered or incurred by the Indemnified Parties (“Claims”) up to a maximum amount of GBP £2 million per occurrence arising out of or in connection with any accidental personal injury or property damage caused by an Indemnified Party while under your control suffered by a third party at the Exhibition as a result of the acts or omissions of any of the Indemnified Parties.
Abraxys shall determine, at its sole reasonable discretion, whether such personal injury or property damage is accidental in nature. It is a pre-condition of the indemnity provided by Abraxys that the Indemnified Party shall always:
- take all reasonable steps to mitigate any loss which it may suffer or incur as a result of a matter that may give rise to a Claim
- make no admission and take no action in respect of such Claims unless with Abraxy’s consent (such consent not to be unreasonably withheld or delayed); and
- provide Abraxys with notice of such Claims as soon as reasonably practicable and in any event within five business days of receipt of the written notice of the Claims; and
- give Abraxys the right to control the defence and settlement of such Claims, together with all reasonable co-operation, information and assistance with such defence or settlement as Abraxys may reasonably require.
This indemnity shall not apply in the event that the Claim (a) arises as a result of a breach by the Indemnified Party of this Agreement (or where the Indemnified party is a stand sharer, of the terms set out in the stand sharer form), including any failure to comply with the Exhibition Manual or (b) arises out of (i) the use of a motor vehicle or (ii) in respect of any internet liability or (c) arises out of the Indemnified Party’s own property.
Abraxys do not guarantee the solvency of any event where its services are described or offered by the event organiser.
INTELLECTUAL PROPERTY RIGHTS
Abraxys owns the copyright and all other intellectual property rights in the Abraxys name and trademarks.
Abraxys shall not be in breach of these Terms and Conditions for delay in performing, or failure to perform, any of its obligations if such failure or delay results from events, circumstances or causes beyond the reasonable control of Abraxys or the providers of the venue including any of the following: act of God, governmental act, war, fire, flood, explosion, civil commotion, armed hostilities, act of terrorism, revolution, blockade, embargo, export and/or financial control, sanction, 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, the general advice or recommendation of any government (including any government agency or department), regulatory authority or international agency against travel, exhibitions and/or public gatherings, or the Venue becoming unavailable and/or unfit for occupancy and/or use (“Force Majeure”). In the event of Force Majeure which materially interferes with the holding of the Exhibition Abraxys shall be entitled to a reasonable extension of time for performing the relevant obligations.
LIMITATION OF LIABILITY AND INDEMNITY
This Clause sets out the entire liability of Abraxys (including any liability for the acts or omissions of its representatives) to you in respect of:
- any breach of these Terms and Conditions;
- any representation, statement or tortious act or omission including negligence.
Abraxys shall not be liable to You under these Terms and Conditions, whether in tort (including negligence and breach of statutory duty) or otherwise for any loss of profits (whether direct or indirect), revenue, goods, use, anticipated savings, goodwill, reputation or business opportunity or for any indirect, incidental special or consequential loss arising under these Terms and Conditions (whether or not reasonably foreseeable and even if it had been advised of the other incurring the same).
All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
Nothing in this Agreement purports to exclude or limit either party’s liability for death or personal injury, as a result of its fraud or fraudulent misrepresentation, or for any liability that cannot be excluded by law.
You shall indemnify and keep fully indemnified Abraxys on demand against all damages, losses, costs or expenses whatsoever suffered or incurred by Abraxys as a result of any breach of any term(s) of these Terms and Conditions by You or your personnel.
GOVERNING LAW AND JURISDICTION
These terms and conditions shall be construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts in relation to any dispute (contractual or non-contractual).