THE EDGE HUB TERMS & CONDITIONS

1. ELIGIBLE EVENTS. The Edge Hub reserves the right to determine whether any company or product is eligible for inclusion at The Edge Hub. This determination may be made at any time before or after the start of the event. Host or its agent/agency must have no outstanding past due invoices with The Edge Hub, Tech Week Humber, GBIT Recruitment Ltd or its affiliates. Past due invoices billed to the host or its agent/agency must be paid before event is allowed to take place.

2. FLOOR PLAN. The floor plan for the event will be maintained as originally presented, wherever practicable. However, The Edge Hub reserves the right, in its sole discretion, to modify the floor plan to the extent necessary for the best interests of the event. All measurements shown on the floor plan are approximate, and The Edge Hub reserves the right to make such modifications as may be deemed necessary, making equitable adjustment for any event thereby affected.

3. SHARING/SUBLETTING SPACE. Host shall not assign, sublet, subcontract or apportion the whole or any part of the space allotted, and may not share space or allow representatives, equipment, or materials from any subsidiary, division, or any other company or entity in booked space without including the name(s) of such subsidiary, division or other company or entity on the event space contract and obtaining the prior written consent of The Edge Hub.

4. INSTALLATION AND DISMANTLING OF EXHIBITS. Delivery of freight and installation of exhibits/event items will take place on the dates and at the times specified by The Edge Hub. Dismantling must be completed, and all exhibit materials removed by the final move-out date and hour set forth by The Edge Hub. Host is advised to remove small, portable items immediately upon conclusion of the event.

5. DISPLAYS AND ATTIRE. It is hosts responsibility to create an event that is in good taste (as determined by The Edge Hub) and enhances the overall appearance of the venue and is a credit to the industry. The Edge Hub reserves the right to approve the character of the event and to prohibit any event which, because of noise or other objectionable features, detracts from the general character of The Edge Hub. If corrections cannot be made, the event shall be cancelled at exhibitor’s cost, with no liability accruing to The Edge Hub. Hosts and their personnel should present a professional image and appearance.

6. SOUND. Disruption or noise level from any demonstration or sound system must be kept to a minimum and may not interfere with others. The use of devices for mechanical reproduction of sound or music is permitted (up to 85 decibels), but must be controlled and not be projected outside the confines of the event space. No noise makers or anything not in keeping with the character and high standards of the venue may be distributed or used by the host. The Edge Hub reserves the right to determine at what point a disruption or sound level constitutes interference with other events/working and must be discontinued.

7. PHOTOS AND VIDEOS. Host may take photos or videos of its events; however, host is not permitted to directly take pictures of any other event/person or instruct others to take such pictures without written permission. Notwithstanding the foregoing, host authorizes The Edge Hub and its Representatives (as defined in Section 19 below) to photograph and/or record all or any part of the event and host hereby grants The Edge Hub the worldwide, perpetual, royalty free right and license to reproduce, distribute, transmit, publicly perform and publicly display all such photographs and recordings (and any derivative works thereof) in any medium (now existing or hereafter developed).

8. SAMPLES, PUBLICATIONS, PRIZES, LIST ACCESS. Samples, giveaways, catalogues, pamphlets, souvenirs, industry publications and printed matter or promotional material of any kind may be distributed by host and its representatives (including hosts and hostesses) only within the confines of its event space, with the exception only of designated sponsorships and marketing opportunities for which exhibitor has contracted with The Edge Hub.

9. ORDERS. No direct/retail selling is permitted on the event floor. Attendees may place orders with host for products/services at the event, but the product or service ordered/purchased must be delivered to the attendee after the close of the event.

10. FOOD AND BEVERAGES. Food and/or beverages may only be supplied by The Edge Hub unless agreed otherwise for an event. Members may bring their own food and drink for their own consumption only. Alcoholic beverages are forbidden without the express written consent of The Edge Hub, in which case corkage fees to the event facility may be required.

11. EVENT PERSONNEL. Host will furnish The Edge Hub, in advance, the names of those persons who will staff the event. Representatives will be owners, employees or agents of host.

12. COMPLIANCE WITH LAWS/STANDARDS. Host shall comply with all federal, state, and local laws, rules, standards, regulations and ordinances (“Laws”), including but not limited to copyright laws, the Americans with Disabilities Act (if applicable), and all Laws pertaining to business licenses, health, fire prevention and public safety, and all The Edge Hub and event facility rules and regulations. Host shall be solely responsible for obtaining any necessary tax identification numbers and any licenses, permits or approvals required under any Law and for paying all taxes (including all sales taxes), license fees, use fees, or other fees, charges, levies or penalties that may become due to any governmental authority in connection with its participation in the event. All amounts due from host to The Edge Hub are exclusive of VAT or other similar taxes, which amounts shall be invoiced to and borne exclusively by host. Subject to applicable Laws, all amounts due from host to The Edge Hub shall be paid in full in GBP British Pounds (unless a different currency is specified on the exhibit space contract) without reduction for withholding or other taxes, deductions or offsets of any kind. If applicable, (i) host shall pay the cost of conversion to GBP British Pounds, and (ii) any required withholdings or taxes will be paid by host to the appropriate third party. Host must comply with union work rules if union labour will be made available. If The Edge Hub becomes aware of hosts failure to comply with any applicable Law, such failure to comply shall be cause for rejection or removal of host and their event. All property of host is understood to remain in hosts possession, custody and control in transit to, from, or within the confines of the event space, and is subject to the rules and regulations of the venue.

Fire & Safety Laws. Federal, state and local fire and safety Laws must be strictly observed. Flammable or hazardous fluids, substances, or materials of any nature are prohibited in the venue. No decorations of paper, pine boughs, leafy decorations, tree branches or other flammable materials are allowed. All decorative materials, including cloth decorations, must be flame-proofed and comply with local fire regulations. Transferring of flammable liquids while in the event space is expressly prohibited. Electrical equipment and wiring must comply with fire department and underwriter rules and meet all safety codes. Smoking at the event is forbidden. Crowding will be restricted. Aisles and fire exits cannot be blocked by exhibits. See Exhibitor Services Kit for additional fire regulations.

Copyrights/Music Performance Rights Licenses. Host must obtain music performance rights licenses through ASCAP and/or BMI (and/or any other necessary performing rights associations) , if host intends to use copyrighted music at it’s event. The Edge Hub is not responsible for the music used by host, and without limiting hosts indemnification obligations otherwise set forth in the Agreement, host hereby agrees to indemnify, defend and hold harmless The Edge Hub, all other event hosts/members (as defined in Section 19 below), and each of their respective Representatives (as defined in Section 19 below) for any and all Claims (as defined in Section 20 below) related to any copyright violations that result from hosts failure to obtain the appropriate licenses.

License. Host agrees that The Edge Hub and its affiliates shall have the licence to share video and photographs taken at the event relating to the host.

GDPR. Where the parties are subject to the provisions of the General Data Protection Regulation (EU 2016/679) (“GDPR”) as a result of processing personal data pursuant to the event space contract, the following shall apply:

Data Protection Law: the GDPR and the Directive, as amended or replaced from time to time, and all other national, international or other laws related to data protection and privacy that are applicable to any territory where Tech Expo Humber or exhibitor processes personal data or is established. Directive: the European Privacy and Electronic Communications Directive (Directive 2002/58/EC).

Reportable Breach: a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data transmitted, stored or otherwise processed.

The terms personal data, controller, processor, processing, data subject and supervisory authority shall have the meanings ascribed to them under the GDPR.

For the purposes of the event space contract and either party’s processing of personal data in connection therewith, the parties agree that each party acts as a data controller. Each party shall (i) only process personal data in compliance with, and shall not cause itself or the other party to be in breach of, Data Protection Law, and (ii) act reasonably in providing such information and assistance as the other party may reasonably request to enable the other party to comply with its obligations under Data Protection Law. If either party becomes aware of a Reportable Breach relating to the processing of personal data in connection with the event space contract, it shall (i) provide the other party with reasonable details of such Reportable Breach without undue delay, and (ii) act reasonably in co-operating with the other party in respect of any communications or notifications to be issued to any data subjects and/or supervisory authorities in respect of the Reportable Breach. If either party receives any communication from any supervisory authority relating to the processing of personal data in connection with the exhibit space contract, it shall (i) provide the other party with reasonable details of such communication, and (ii) act reasonably in co-operating with the other party in respect of any response to the same.

13. LIABILITY FOR DAMAGE. Host will be liable for any damage caused in any manner, including by fastening displays or fixtures to the building floors, walls, columns or ceilings or to the standard event equipment and for any damage to equipment furnished by The Edge Hub or designated service suppliers. Host may not apply paint, lacquer, adhesive or any other coating to building walls and floors or to standard booth equipment. The Edge Hub, GBIT Recruitment Ltd and its equity owners and affiliates; Event facility management and its owners, affiliates, lessors and lessees; and official event service contractors and security services (all of the foregoing in this sentence, collectively, “Show Providers”) and each of their respective officers, directors, officials, employees, agents, contractors and representatives (collectively, “Representatives”) will not be responsible for the safety or any loss, theft, destruction or damage to property of, or for any injury to, event or its Representatives for any reason, including without limitation, due to theft, strikes, fire, water, storm, vandalism or other causes (and host waives all claims against Expo Providers and their Representatives, and releases all of them from all liabilities, with respect to same) save in case of negligence or wilful misconduct. Although The Edge Hub will take reasonable precautions by assigning security personnel to provide perimeter security, which provides a measure of security in protecting exhibits from loss, it is exhibitor’s responsibility to insure its property against loss and theft.

14. INDEMNIFICATION. Host agrees to indemnify, defend, and hold harmless (and to the maximum extent permissible under applicable law, host hereby expressly releases and discharges ) GBIT Recruitment Ltd and its equity owners and affiliates, all other event providers, and each of their respective Representatives from and against any and all alleged and/or actual claims, actions, lawsuits, proceedings, damages, penalties, demands, losses, expenses, fees (including reasonable attorney fees), costs or liabilities of any kind or nature whatsoever (collectively, “Claims”), including but not limited to any Claim for property damage and/or personal injury, in connection with, caused by or arising out of the attendance at and/or participation in the Show by (a) exhibitor, (b) its Representatives (or any other party acting on exhibitor’s behalf) (all of the foregoing in clauses (b), collectively, “Related Parties”), whether as a result of (i) exhibitor’s or any Related Party’s act, omission, negligence or wilful misconduct, (ii) exhibitor’s or any Related Party’s actual or alleged violation of any policy of, or actual or alleged breach of any agreement with, GBIT Recruitment Ltd or any other Event Provider, (iii) hosts or any Related Party’s actual or alleged violation of any applicable Laws, (iv) exhibitor’s or any Related Party’s actual or alleged infringement of any third party rights, including without limitation, the infringement of any patented, trademarked, franchised or copyrighted music, materials, devices or dramatic rights used or incorporated in the Show by exhibitor or any Related Party, or (v) otherwise, and in each case, whether or not foreseeable. This provision shall survive any termination or expiration of the Agreement.

15. INSURANCE. Host is required to carry property and liability insurance in amounts sufficient to cover any losses or liabilities they may incur in connection with the event, including without limitation, due to damage or loss to hosts property or injury to the person and/or property of others. Notwithstanding the foregoing and except as otherwise provided in The Edge Hub event guidelines, at all times that host has access to the event space, host shall maintain at a minimum the following insurance from an insurance company rated B+ or above by A.M. Best Company (or equivalent insurance rating agency):

(a) Workers’ compensation/employer’s liability insurance in compliance with the laws of the state where the Show is held, with a liability limit that complies with statutory requirements; and

(b) General commercial liability insurance, including contractual liability and advertising injury coverage, with a minimum liability limit of not less than £1,000,000 combined single limit per occurrence and £2,000,000 aggregate.

By executing the Agreement, host represents and warrants that it has all such insurance in effect and that it shall maintain all such insurance at least through hosts occupancy of the event space and the event facility. If requested by The Edge Hub, host shall provide a certificate of insurance evidencing the required coverage.

16. FORCE MAJEURE. The Edge Hub shall not be liable for delay or failure of performance or fulfilment of this Agreement (including delivery of event space) caused by an act of God; action by any governmental or quasi-governmental entity; fire, flood or other disaster; public enemy; insurrection; riot; explosion; embargo; terrorist attacks; strikes whether legal or illegal; labour or material shortage; work slowdown; transportation interruption of any kind; authority of law; the building being destroyed or substantially damaged; or any other cause beyond the control of The Edge Hub (“Force Majeure Event”). If the event is not held due to any Force Majeure Event, The Edge Hub will refund to host the amount paid for its event space.

17. AMENDMENTS TO STANDARDS, RULES AND POLICIES. The Edge Hub reserves the right to modify all standards, rules and policies, and to adopt additional standards, rules and policies in its sole discretion. Any such modifications and additions shall be made available promptly to host and shall be effective immediately upon adoption, and host agrees to comply with all such modifications and additions.

18. DEFAULT. Host shall pay the fee set forth in the event space contract (overdue amounts are subject to interest at the rate of 1.5% per month or, if less, the maximum rate permitted by applicable law). Host will not be permitted entry to the venue unless full payment has been made of all outstanding past due invoices billed to host or its agent/agency. Any default by host under this Agreement shall constitute a default under any and all other agreements between The Edge Hub and host including, but not limited to, all contracts relating to the event (e.g., sponsorship and event marketing contracts and other fee-based or barter activities; each an “Ancillary Contract”). In such event, The Edge Hub, in its sole discretion, shall be entitled to apply any amounts deposited or paid by host under any Ancillary Contract to amounts due under this Agreement. If application of any such amount causes a default under an Ancillary Contract, The Edge Hub shall be entitled to such remedies as may be provided in such Ancillary Contract. Similarly, any default under any Ancillary Contract shall constitute a default hereunder and shall entitle The Edge Hub to its remedies hereunder. Host will be responsible for all expenses (including reasonable legal fees) incurred by The Edge Hub in collecting amounts past due. Upon a material breach hereunder (e.g., failure to pay the fees due in strict accordance with the payment terms set forth in the event space contract, failure to comply with any rules, regulations or standards, or default under any Ancillary Contract), The Edge Hub shall have the right to immediately terminate this.

19. GENERAL. Each party agrees to perform its obligations hereunder as an independent contractor to the other party, and this Agreement 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 agreements, and neither party will represent itself as the agent or legal representative of the other party. Host 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 Agreement, or the business relationship between the parties, without the express, prior written approval of The Edge Hub. This Agreement shall be governed and construed in accordance with the laws of England and United Kingdom without regard to its conflicts of law’s provisions, and the state and federal courts located in the UK, UK shall have exclusive jurisdiction of any actions arising in connection herewith, and each party hereby submits to the jurisdiction of same. Host may not assign or subcontract its rights or obligations under this Agreement without the prior written consent of The Edge Hub. All of the terms and provisions of this Agreement shall be binding on, and shall inure to the benefit of, the respective successors and permitted assigns of the parties. The waiver by either party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation.

20. MEMBERSHIPS.

All points in this agreement shall apply to the memberships agreement to use space at The Edge Hub for collaborative working.

This agreement was last updated on 9th June 2023.