Event Agreement

Part 1 – Commercial Terms

This Agreement is between Epsilon Festivals Ltd, a company registered in England and Wales with a registration number 12190844 and a registered address at 19 Floor 2 Heathmans House, Heathmans Road, London, SW6 4TJ (“Epsilon Festivals”) and the Stallholder for the right to a Stall at the Event (both as defined below).

KEY TERMS

Part 2 – General Conditions

1. APPLICATION FOR STALL

1.1. Epsilon Festivals reserves the right to accept or reject any application from a potential Stallholder.

1.2. The Stallholder must make an application for a Stall using Epsilon Festival’s official booking form and must provide the required information.

1.3. All applications remain subject to and incorporate the terms of this Agreement.

1.4. Epsilon Festivals will contact the Stallholder in writing to confirm whether the application for a Stall has been accepted or rejected for the Event.

2. USE OF STALL

2.1. Unless expressly stated otherwise herein: (a) all rights not expressly granted hereunder are reserved to Epsilon Festivals; and (b) all costs associated with the Stallholder’s attendance at the Event, exercise, activation and implementation of the Stall and the Stallholder’s performance of obligations under this Agreement (including all design and artwork creation, publication and installation costs in relation to Advertising Materials, Marketing Activities and any travel, accommodation or related costs incurred in the Stallholder’s provision of a Stall) shall be borne by the Stallholder.

2.2. The Stallholder shall be entitled to occupy the Stall/Pitch area allocated by Epsilon Festivals for the purpose of displaying only the Permitted Goods and Services for the duration of the Event in consideration for payment of the Fees. The Stallholder shall not assign the benefit of this Agreement or sub-let the whole or part of the Stall, without the written consent of Epsilon Festivals. Epsilon Festivals and the venue owner shall be permitted to have access to the Stall at all times.

2.3. The Stallholder must occupy the Stall/Pitch area allocated to them, not exceeding the agreed footprint, by the show opening time on the first day of the Event as set out in the Part 1. Any Stallholder failing to do so will be deemed to have cancelled their space booking for the Stall unless it serves written notice on Epsilon Festivals requesting the space to be kept allocated to it. In this event the terms and conditions relating to cancellation will apply and Epsilon Festivals may resell or reallocate the Stall.

2.4. Epsilon Festivals reserves the right in its absolute discretion to exclude or remove from the Event any person whose presence is or is likely to be undesirable and Epsilon Festivals may exercise such right notwithstanding that any such person is the employee, agent or contractor of the Stallholder or otherwise in any way connected or associated with the Stallholder.

2.5. If it appears to Epsilon Festivals that the Stallholder may be engaged or intended to be engaged in activities which are deemed to be contrary to the best interests of the Event or which appear unethical or to be in breach of the law, Epsilon Festivals may without being under any liability to refund or abate any fees paid or due herein and without prejudice to any other rights or remedies of Epsilon Festivals, cancel the Stall and require the Stallholder forthwith to vacate the Stall allocated and refuse the Stallholder the right to participate further in the Event.

2.6. The Stallholder undertakes that it shall obtain the prior written approval of the Epsilon Festivals before the Stallholder issues, publishes, circulates or otherwise makes public use of the Event Materials in any format or media) or undertakes any Marketing Activity.

2.7 Unless the stallholder has booked a marquee hire with us, Epsilon Festivals will not provide a marquee or gazebo for the stallholder.

3. PAYMENT

3.1. All sums payable by the Stallholder pursuant to this Agreement are Stated as either exclusive of VAT or inclusive of VAT and in all cases VAT has been added at the appropriate rate and shall be made without any deduction, set off or withholding.

3.2. If any sum payable by the Stallholder to Epsilon Festivals under this Agreement is outstanding for more than seven days the Stallholder shall pay to Epsilon Festivals, on demand interest on that sum at the rate of two per cent (2%) per annum above Barclays Bank plc’s base rate at the time from the date due to the date of payment (inclusive). In addition, Epsilon Festivals shall be entitled to suspend the grant of the Stall under this Agreement and the Stallholder’s right to use the Stall during any period in which such monies due to Epsilon Festivals are overdue.

4. STALLHOLDER'S OBLIGATIONS

4.1. The Stallholder warrants, represents and undertakes to Epsilon Festivals: (a) that it has, and will continue to have full right, title and authority to: (i) enter into this Agreement and accept and perform the obligations imposed on it by this Agreement; and (ii) advertise or sell the Permitted Goods and Services, including without limitation all relevant intellectual property rights; (b) that it is not and/or will not be in breach of any obligation (whether contractual or otherwise) as a result of anything done or omitted to be done which may affect the ability of the Stallholder to fulfil its obligations under this Agreement; (c) that it shall: (i) use the Stall strictly in accordance with the provisions of this Agreement; (ii) promptly observe and comply (and procure that each of its nominees observes and complies) with all reasonable instructions, directions or regulations issued by or on behalf of Epsilon Festivals in connection with the implementation and delivery of the Stall and exhibitor terms and conditions; and (iii) only use the Event Materials with the prior written approval of Epsilon Festivals and in accordance with Epsilon Festival’s brand guidelines (as notified to the Stallholder from time to time); (d) not to do or omit to do anything (and shall procure that its respective directors, officers employees, agents and nominees shall not do or omit to do anything) which might harm, bring into disrepute, impair or adversely affect the commercial interests or reputation of the Event and/or Epsilon Festivals or any of directors, officers, employees, agents or representatives of Epsilon Festivals; (e) that it shall not engage in any joint exploitation of the Stall or otherwise enter into any joint marketing or promotion such that it is implied or asserted that either the Event and/or Epsilon Festivals is associated with any third party or any third party’s products or services; (f) to comply with all Applicable Laws; (g) to act at all times in good faith towards Epsilon Festivals in relation to this Agreement, the Event and the Stall; and (h) at all times comply with the Event Instructions set out in Part 1.

5. INTELLECTUAL PROPERTY RIGHTS

5.1. The Stallholder hereby grants to Epsilon Festivals an irrevocable, transferable, royalty-free, non-exclusive licence to use and reproduce the Stallholder name and logo or other intellectual property (“Stallholder IPR”) for the purposes of delivering the Stall (and the right to sub-license to third parties on the same basis for the purposes of delivering the Stall).

5.2. The Stallholder warrants represents and undertakes that: (a) it owns all rights, title and interest in and to the Stallholder IPR; (b) it has the absolute right to authorise Epsilon Festivals to use the Stallholder IPR in accordance with and for the purposes of this Agreement; and (c) that Epsilon Festivals’s use of Stallholder IPR in accordance with this Agreement will not infringe the rights (including the intellectual property rights) of any third party.

5.3. Epsilon Festivals hereby grants to the Stallholder a revocable, non-transferable, royalty-free, non-exclusive licence to use and reproduce the Event name and logo of other intellectual property (“Event IPR”) for the purposes of using the Stall and promoting the Event. The Stallholder acknowledges and agrees that all Event IPR and any other intellectual property rights owned by or licensed to Epsilon Festivals, and/or relating to Epsilon Festivals or any aspect thereof (including the Event Materials and Organiser Film (as defined below)) (“Epsilon Festivals IPR”) is the property of Epsilon Festivals.

5.4. The Stallholder agrees it shall not do or cause or permit to be done anything which may infringe, endanger or otherwise adversely affect any Epsilon Festivals IPR and if the Stallholder becomes aware of any threatened or actual unauthorised use of Epsilon Festivals IPR, the Stallholder shall at Epsilon Festivals’s request give all reasonable co-operation to Epsilon Festivals (including the provision of documentation and making relevant personnel available) in any action, claim or proceedings brought or threatened in respect of Epsilon Festivals IPR.

5.5. Epsilon Festivals may (directly or using third parties) but is not obliged to photograph and/or carry out audio and/or visual recordings of any of the Event at any time (“Organiser Film”). The Stallholder (and any of its personnel and/or its Stall, signage or content) may be photographed and/or filmed and/or recorded and, in consideration for its rights under this Agreement, hereby gives irrevocable permission (including for any of its personnel and any Stall, signage or content of Stallholder) (i) to be photographed and/or filmed and/or recorded and (ii) for their likeness, mannerisms and/or voice and any such material to be included in any content from such filming, photographs and /or recording (and edited) without compensation and/or credit, which content may be communicated and/or exploited by Epsilon Festivals in any and all media worldwide, whether existing or later invented, in all perpetuity.

6. DATA PROTECTION

6.1. The parties agree that they shall each comply with their obligations set out in Part 3 (Data Protection).

7. FORCE MAJEURE

7.1. If either party (the “affected party”) is totally or partially prevented from performing any of its obligations under this Agreement as a result of a Force Majeure Event, it shall promptly notify the other party of the matters constituting the Force Majeure Event and provide the other party with its best estimate of the likely extent and duration of the Force Majeure Event. The affected party shall be excused from its performance of such obligations from the date of such notice (and shall not be deemed in breach of this Agreement or otherwise be liable) for so long as the Force Majeure Event shall continue, provided that: (a) the affected party shall, throughout the duration of the Force Majeure Event, take all reasonable steps to mitigate the effects of the Force Majeure Event; and (b) upon cessation of the Force Majeure Event, the affected party shall promptly notify the other of such cessation.

7.2. The Stallholder shall not be entitled to rely on a Force Majeure Event affecting the Stallholder to excuse any non-payment of the Fee.

8. TERMINATION

8.1. Without affecting any other right or remedy available to the terminating party, this Agreement may be terminated with immediate effect by either party by giving notice in writing to the other in the event that the other party: (a) commits a material breach (or persistent non-material breaches) of any of the terms hereof and, where such breach is capable of being remedied, fails to remedy the same within seven days of receiving a notice specifying the breach(es) and the steps required to remedy the same; or (b) suffers an insolvency event, which shall mean an event that occurs in relation to a party when it: (i) ceases, or threatens to cease, to carry on the whole or a substantial part of its business; (ii) becomes unable to pay its debts as and when they fall due, makes an arrangement or composition with its creditors or goes into liquidation; (iii) is the subject of the commencement of any insolvency proceedings, the passing of a resolution for its winding up, the giving of a notice of appointment or intention to appoint an administrator or liquidator (which is not dismissed, withdrawn or set aside within 14 days after presentation); or (iv) has an administrator, an administrative receiver or trustee appointed over all or any of its assets.

8.2. Upon the expiry or earlier termination of this Agreement: (a) the right to use the Stall shall revert immediately to Epsilon Festivals and Epsilon Festivals may sell the Stall to any other third party; (b) the Stallholder shall immediately make payment of any undisputed and outstanding sums due under this Agreement; and (c) the Stallholder shall not directly or indirectly use or exploit its previous connection with the Event and/or Epsilon Festivals. This obligation shall include the more immediate and permanent cessation of use of all Event Materials (and withdrawal and/or destruction (as reasonably directed by Epsilon Festivals) of all advertising materials bearing any Epsilon Festivals IPR).

8.3. The Stallholder agrees and acknowledges that Epsilon Festivals shall not refund any or all of the Fee on termination of this Agreement pursuant to clause 8.1 above.

8.4. Expiry or termination of this Agreement shall be without prejudice to the rights of the parties accrued prior to such expiry or termination. Any provision of this Agreement which expressly or by implication is intended to continue or come into effect following the expiry or earlier termination of this Agreement shall survive the expiry or earlier termination of this Agreement.

9. LIMITATION OF LIABILITY

9.1. Nothing in this Agreement shall exclude or restrict either party’s liability for death or personal injuries resulting from the negligence or fraud of that party (or of its employees while acting in the course of their employment).

9.2. Subject to clause 9.1, neither party shall be liable to the other for any actual or alleged indirect or consequential loss arising from breach of contract, tort or otherwise or any loss of profits, anticipated profits, anticipated savings or loss of business or opportunity, whether such losses are direct or indirect..

9.3. Subject to clause 9.1, Epsilon Festivals shall not be liable for: (i) any other death or injury caused by the Stallholder or any third party acting in the course of their engagement, including due to factors beyond its control or otherwise; or (ii) theft, loss or damage to property of the Stallholder, its employees, agents or sub-contractors during the course of the Event.

9.4. Subject to clause 9.1, the maximum aggregate liability of Epsilon Festivals under this Agreement in contract, tort (including negligence) or otherwise in respect of any proven breach by Epsilon Festivals(in respect of any one or more incidents or occurrences) shall be limited to an amount equal to the amount of the Fees actually received by Epsilon Festivals on the date on which such liability first arises.

9.5. The terms of this Agreement represent the whole agreement between the parties and, expect where the Stallholder is dealing as a consumer, all other warranties, conditions, terms, undertakings or representations of any kind, whether express or implied, statutory or otherwise relating to the provision of any goods or services under or in connection with the Agreement including (without limitation) as to the condition, quality, performance, merchantability or fitness for purpose of any goods or the standard of care used in the provision of services are hereby expressly excluded from the Agreement save for the undertakings implied by statute in respect of title to any goods.

10. COMPLAINTS

10.1. If the Stallholder has any complaints or is dissatisfied in any respect with any facilities provided by Epsilon Festivals or its employees, agents or sub-contractors which Epsilon Festivals can reasonably be expected to rectify, they shall immediately bring those to Epsilon Festival's attention. Epsilon Festivals will use best endeavours to rectify any problems as soon as possible.

10.2. Epsilon Festivals shall not be responsible for any complaints or dissatisfaction with any goods or services provided by it which are not notified to it, nor for any complaints or dissatisfaction which are the fault of the Stallholder or any third party not being an employee, agent or sub-contractor of Epsilon Festivals acting in the course of their engagement.

11. EVENT FORMAT

11.1. The Stallholder acknowledges and accepts that in the event that Epsilon Festivals is unable to deliver the Stall to the Stallholder (including as a result of a Force Majeure Event pursuant to clause 6), Epsilon Festivals may need to deliver an alternative space to the Stallholder. In such circumstances, Epsilon Festivals shall notify the Stallholder in writing and offer the Stallholder alternative space which are, in the opinion of the Epsilon Festivals (acting reasonably), of no less value to the Stall. This shall be the Stallholder’s sole remedy in this regard provided that Epsilon Festivals shall consult with the Stallholder in good faith prior to determining such alternative space.

11.2. In the event of Event cancellation, including but not limited to due to a Force Majeure Event, Epsilon Festivals will use all reasonable endeavours to put the Event on at a later date in that calendar year. Where this is not possible and subject to clause 11.3, Epsilon Festivals will not be liable to the Stallholder or provide any refund of the Fee.

11.3. If the Event cancellation is solely due to the novel coronavirus (COVID-19) the Stallholder will be entitled either: (a) move the booking to a future event; or (b) obtain a full refund of any amount of the Fee paid to Epsilon Festivals by the Stallholder at the date of Epsilon Festivals notifying the Stallholder of the Event cancellation. The Stallholder must notify Epsilon Festivals of their decision in writing within 30 days of Epsilon Festivals notifying the Stallholder of the Event cancellation.

11.4. Notwithstanding the provision of clause 8, in the event that the Stallholder wishes to cancel their Stall, the Stallholder should contact bookings@epsilonfestivals.co.uk. Where the Stallholder cancels their Stall, Epsilon Festivals shall not provide a refund of any part of the Fee that has been paid. Where the Stallholder cancels their Stall within eight weeks of the Event, the Stallholder shall be required to pay the full amount of the Fee.

11.5. The Stallholder acknowledges that Epsilon Festivals shall not be held responsible for the failure of all or any other contracted stallholders to attend the Event or the failure of any number of attendees to attend the Event for any reasons. Any booking shall not be conditional on the presence, absence or location of any other exhibitor at the Event or any other Event.

12. MISCELLANEOUS

12.1. The parties agree and acknowledge that: (a) this Agreement constitutes the entire agreement; (b) in entering into this Agreement, it has not relied on any statement, representation, warranty or understanding which is not expressly set out in this Agreement; (c) the failure to exercise a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies; (d) this Agreement is personal to the parties and neither party may assign, transfer or sub-license any of its rights or obligations hereunder without the prior written consent of the other party (not to be unreasonably withheld); (e) this terms of this Agreement are confidential to the parties and neither party may disclose the terms contained herein to any third party (save for their professional advisors); (f) if any part of this Agreement is found by a court or other competent authority to be invalid, unlawful or unenforceable then such part will be served from the remainder of this Agreement which will continue to be valid and enforceable to the fullest extent permitted by law; (g) any variation of this Agreement shall be inapplicable unless recorded in writing and signed by both parties; (h) all notices given by either party under this agreement shall be in writing; and (i) this Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

12.2. This Agreement will be constructed in accordance with and governed by the laws of England and Wales and subject to the jurisdiction of the courts of England and Wales.

13. DEFINITIONS

13.1. “Advertising Materials” shall mean any and all advertising, promotional and other materials (in any form of media including social media platforms) created, issued, published or circulated by or on behalf of the Stallholder in connection with the Marketing Activities or which otherwise make use of or reference to the Stall or otherwise suggest an association with the Event and/or Epsilon Festivals directly or indirectly).

13.2. “Applicable Law” shall mean all laws, regulations, directives and decrees which are applicable to the exercise of the Rights or the performance of the obligations of the Stallholder under this Agreement.

13.3. “Event Materials” shall mean the name and logo of the Event, and/or the name and logo of Epsilon Festivals (as applicable).

13.4. “Force Majeure Event” means any event affecting performance of this Agreement arising from or attributable to acts, events, omissions or accidents which are beyond the reasonable control of a party including an epidemic or pandemic (including the novel Coronavirus) flood, lightning, storm, fire, explosion, earthquake, subsidence, structural damage, royal bereavement, epidemic or other natural physical disaster, war, military operations, riot, crowd disorder, terrorist action, civil commotion (or reasonable threat of any of the foregoing), failure or shortage of power supplies, strike, lock-outs or other industrial action (other than strikes, lock-outs or other industrial action involving only the employees of the affected party (as defined in clause 6.1)) and any legislation, regulation, ruling or omissions (including failure to grant any necessary permissions) of any relevant government or court or any competent national or international authority.

13.5. “Marketing Activity” shall mean any marketing or promotional activity which is carried out by the Stallholder in accordance with this Agreement.

14. INTERPRETATION

14.1. In the interpretation of this Agreement, and provided the context so permits: (a) references to a “clause” are to clauses of this Agreement; headings are inserted for convenience only and shall not affect the construction of this Agreement; (b) any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; (c) a reference to “writing” or “written” includes email unless expressly stated otherwise; and (d) where an authorisation, approval, consent or agreement is required to be obtained hereunder, the same must be given in writing and received in advance, and unless otherwise stated Epsilon Festivals shall have an absolute discretion to grant or withhold any such consent or approval.

Part 3 – Data Protection

For the purposes of this Part 3, “personal data”, “data subject”, “controller”, “processor”, “process” and “personal data breach” shall have the meanings given to them in the Data Protection Laws.

“Data Protection Laws” means all applicable privacy and data protection laws (including to the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as amended)) and all subordinate and ancillary legislation, directions of any competent privacy regulator, common law and other relevant court or tribunal decisions and all relevant codes of practice that relate to privacy and/or data protection (whether in whole or part), in each case as may be amended or replaced from time to time.

1. Each party shall comply with the Data Protection Laws in connection with their processing of any personal data in connection with this Agreement.

2. The parties envisage that in connection with this Agreement, it may be necessary for each party (in its capacity as a data processor), to process certain personal data in respect of which the other party determines the purposes and means of processing such data (in its capacity as a controller). Where Epsilon Festivals is acting as the processing party, such personal data will consist of personal data relating to: (a) the names, email addresses and telephone contact details of the persons who will be attending the Event to staff the Stallholder’s Stall; and (b) the names and email addresses of the persons who are using the Stallholder’s tickets to the Event. Where the Stallholder is acting as the processing Party, such personal data will consist of personal data relating to the Epsilon Festivals personnel onsite at the Event, including their name and telephone contact details.

3. In circumstances where one party is processing personal data (“processor Party”) on behalf of the other party (“controller Party”) pursuant to this Agreement (as detailed in paragraph 2) the processor Party shall: (a) provide appropriate technical and organisational measures in such a manner as is designed to ensure the protection of the rights of the data subject and to ensure a level of security appropriate to the risk, the determination of such appropriate measures to be made solely by the processor Party; (b) ensure that any sub-processor that is engaged to process such personal data by the processor Party is subject to data protection obligations that are similar to those applicable to the processor Party under this Agreement; (c) process that personal data only to perform its obligations in accordance with the controller Party’s documented instructions and for no other purpose save to the limited extent required by law; (d) at the written direction of the controller Party delete or return the personal data on termination of the Agreement unless required by law to store the personal data; (e) ensure that all personnel who have access to the personal data are obliged to keep the personal data confidential; (f) maintain complete and accurate records and information to demonstrate its compliance with this Part 3 and allow for audits by the controller Party of the records and information which demonstrate compliance with this Part 3. Audits must be conducted during regular business hours, subject to processor Party’s policies and any reasonable confidentiality requirements, and may not unreasonably interfere with processor Party’s business activities. Audits may be conducted no more than once per year (or more frequently if required by Data Protection Laws) and on no less than four weeks written notice to the processor. Audits shall be at the expense of the controller Party; (g) notify the controller Party without undue delay on becoming aware of a personal data breach; and (h) assist the controller Party, at the controller Party’s cost, and taking into account the nature of processing and information available to the processor Party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities.

4. The controller shall ensure: (a) that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the processor Party for the duration of the processing; and (b) any instruction provided by the controller Party to the processor Party in regards to processing the personal data is not and does not put the processor Party in breach of the Data Protection Laws.