2.1 The Event is organised and managed by MA Exhibitions Ltd, a company registered in England and
Wales with registration 02115759 and registered office at St Jude’s Church, Dulwich Road, London,
SE24 0PB, United Kingdom;

2.2 These Conditions and the Order to which they are attached (together the “Contract”) set out the terms
on which the Commercial Partner agrees to provide Event sponsorship.

3.1 Subject to clause 3.4, MA Exhibitions will provide the Commercial Partner Package at the Event.

3.2 Where a package includes a promotion of the Commercial Partner Material in marketing and advertising
materials, the Commercial Partner undertakes to provide the Commercial Partner’s Material to MA
Exhibitions before the (reasonable) date specified by MA Exhibitions as the deadline for the provision of
such materials.

3.3 The Commercial Partner (or companies associated with the Commercial Partner) agrees and undertakes
not to invite confirmed Event delegate attendees to social and/or networking activities which conflict with
MA Exhibitions ’s schedule of social and/or networking activities during the Event.

3.4 If for any reason, MA Exhibitions is unable to deliver any element of the Commercial Partner Package,
MA Exhibitions will inform the Commercial Partner as soon as reasonably practicable and MA Exhibitions
may substitute comparable alternative benefits without any liability to the Commercial Partner.

4.1 The Commercial Partner undertakes:

4.1.1 to support the Event through appropriate marketing and promotional channels and to
collaborate with MA Exhibitions on any appropriate joint marketing or promotional projects
relating to the Event;

4.1.2 to send the agreed names and number of Commercial Partner’s Attendees to MA Exhibitions at
least three months prior to the Event, or within 14 days of the signing of the Order if the Order is
signed less than three months prior to the Event;

4.1.3 to procure that the Commercial Partner’s Attendees will be available to be contacted via the
Event Digital Platform for the duration of the Event;

4.1.4 to adhere to the rules and conditions imposed by MA Exhibitions (and any terms and conditions
of the Event Digital Platform, subject to the Commercial Partner having been made aware
of such rules and conditions), including, but without limitation, any and all conditions of sale
applicable to tickets for the Event;

4.1.5 prior to distributing or posting any promotional materials referencing the Event and/or using
the Event Material (the “Event Literature”), to provide copies of the Event Literature to MA
Exhibitions for its approval (not to be unreasonably withheld);

4.1.6 that it shall not distribute (by electronic means or otherwise) any Event Literature until it has
received written confirmation from MA Exhibitions that the Event Literature is approved. The
Commercial Partner is solely responsible for meeting all costs relating to the Event Literature
(including reprinting costs if MA Exhibitions approval is not obtained prior to printing);

4.1.7 that any Event Literature will:

(a) comply, without limitation, with all relevant laws and regulations in force that relate to the
delivery of the Event

(b) comply with any instructions or directions issued by or on behalf of MA Exhibitions;

(c) not contravene any applicable law, infringe the rights of any third party or contain any
offensive material

(d) include any legal or good practice notices as required by MA Exhibitions from time to time,
and in the event that such Event Literature contravenes this clause 4.1.7 (“Unauthorised
Material”), MA Exhibitions shall have the right to require the Commercial Partner to remove
the Unauthorised Material immediately from the Event Digital Platform;

4.1.8 to comply promptly with all reasonable instructions and directions issued by or on behalf of
MA Exhibitions in connection with the Event and its promotion (including, without limitation,
any instructions or directions given in relation to the use of the Event Digital Platform);

4.1.9 that it shall not do, or omit to do, (and the Commercial Partner shall procure that none of
its employees, agents or contractors shall do, or omit to do) anything which may: (i) bring
the Event or the other party into disrepute; (ii) disparage the Event or MA Exhibitions ; (iii)
damage MA Exhibitions ’ goodwill associated with the Event; or (iv) be otherwise prejudicial
to the image and/or reputation of the Event or MA Exhibitions ; and

4.1.10 it shall not engage in joint promotions with any third party in relation to the Event without
the prior written consent of MA Exhibitions.

4.2 The Commercial Partner undertakes to procure that the Commercial Partner’s Attendees shall be
appropriately qualified for the Event and shall conduct themselves in a proper and professional
manner at all times.

4.3 The Commercial Partner hereby agrees to any content created from the workshops, showcases,
presentations or other thought leadership opportunities at the Event being made available for the
Event Digital Platform, MA Exhibitions online resource centre, event promotion and additional use
as appropriate.

5.1 MA Exhibitions shall:

5.1.1 provide the Services with reasonable skill and care;

5.1.2 provide training on the use of the Event Digital Platform for the Commercial Partner
Attendees at an agreed time prior to the date of the Event;

5.1.3 notify the Commercial Partner of the promotional material that the Commercial Partner may
display within the Event Digital Platform;

5.1.4 provide notice of any material Event itinerary changes to the Commercial Partner as soon
as reasonably practicable;

5.1.5 market the involvement of the Commercial Partner at the Event, providing pre -Event
publicity and brand awareness for the Commercial Partner;

5.1.6 use reasonable endeavours to connect the Commercial Partner and other attendees of the
Event, in accordance with the Commercial Partner Package;

5.1.7 subject to and only with the attendees’ consent, in accordance with the Commercial
Partner Package, provide the Commercial Partner with the details of delegates that they
have been matched with or who are confirmed as attending their pre-arranged meetings or
other agreed sessions as soon as reasonably practicable; and

5.1.8 subject to and only with the attendees’ consent, in accordance with the Commercial
Partner Package, provide the Commercial Partner with access to attendees via the Event
app or the Event Digital Platform (as may be applicable) for the duration of the Event.

5.2 The itinerary of the Event is created by MA Exhibitions, which shall be entitled to amend such
itinerary as it deems reasonably necessary from time to time either before or during the Event.

6.1 In consideration of the Services, the Commercial Partner shall pay to MA Exhibitions the Fee.

6.2 If the Fee is not received by MA Exhibitions when due, MA Exhibitions reserves the right not to
supply, or to cease to supply, any or all of the Services.

6.3 No marketing services shall be supplied to the Commercial Partner, including but not limited to
digital promotion, until payment has been made in accordance with the payment terms as set out in
the Order Form.

6.4 Commercial Partner must have made payment in full before Commercial Partner will be permitted to
set up its profile in the Event Digital Platform. No firm organisation not assigned exhibit space within
the Event Digital Platform will be permitted to solicit business from a Commercial Partner’s exhibit
space on the Event Digital Platform.

6.5 Full payment of the Total Fee shall be payable immediately upon signature of the Order in
accordance with the payment terms as set out in the Order Form.

6.6 The Total Fee is exclusive of any applicable sales tax (including, but not limited to, VAT) which shall
be additionally paid by the Commercial Partner at the prevailing rate.

6.7 Without prejudice to any other rights and remedies available to MA Exhibitions, if the Commercial
Partner has not provided full payment of the Total Fee in accordance with this Clause 6, MA
Exhibitions shall be entitled to charge interest on any outstanding amounts at the rate of 4% per
annum above the base rate of HSBC Bank Plc, as varied from time to time. Interest shall accrue daily,
from the due date for payment to the date of actual payment and shall be compounded quarterly.

6.8 The Commercial Partner shall pay all amounts due under the Contract in full without any set -off,
counterclaim, deduction or withholding except as required by law.

6.9 In the event that MA Exhibitions receives an overpayment from the Commercial Partner under the
Contract, MA Exhibitions shall notify the Commercial Partner in writing of the overpayment and
provide the Commercial Partner with a cheque for the amount of the overpayment. Should the
cheque tendered by MA Exhibitions not be cashed by the Commercial Partner by the 18-month
anniversary of the date that MA Exhibitions notified the Commercial Partner of the overpayment,
then MA Exhibitions shall be entitled to retain the amount of the overpayment.

7.1 All IPR arising in the MA Exhibitions Material (including the Event name, brochure, CD-ROM,
programme and any other MA Exhibitions documentation) shall be solely and exclusively owned by
MA Exhibitions, together with any goodwill therein, and the Commercial Partner shall not acquire
any rights in the MA Exhibitions Material.

7.2 All IPR arising in the Commercial Partner Material shall be solely and exclusively owned by the
Commercial Partner, together with any goodwill therein, and MA Exhibitions shall not acquire any
rights in the Commercial Partner Material . The Commercial Partner hereby grants to MA Exhibitions
a royalty free, non-exclusive, worldwide license to use the Commercial Partner Material for the
purposes of the Event only.

7.3 All IPR arising out of or in connection with the Event (including but not limited to any rights accruing
in the MA Exhibitions Material) shall be owned by MA Exhibitions.

7.4 The Commercial Partner shall not use any trademark, trade name, logo, symbol or device of MA
Exhibitions or the Event without the prior written consent of MA Exhibitions and then only in relation
to the Event.

7.5 The Commercial Partner shall indemnify MA Exhibitions and keep MA Exhibitions indemnified from
and against all claims, damages, losses, costs (including all reasonable legal costs), expenses,
demands or liabilities arising out of a claim that MA Exhibitions’ use of the Commercial Partner’s
IPR in accordance with the Contract (including without limitation the Commercial Partner Material)
infringes any IPR of any third party.

7.6 Neither party shall knowingly do, or cause, or permit anything to be done, which may prejudice or
harm or has the potential to prejudice or harm the distinctiveness or reputation of the other party’s
IPR or do anything which will or may affect any registration of the other party’s IPR.

8.1 Notwithstanding any other provision of the Contract, MA Exhibitions shall be entitled to change the
Event Digital Platform or cancel the Event upon providing not less than 7 days’ written notice to the
Commercial Partner.

8.2 If MA Exhibitions cancels the Event, the Commercial Partner shall be entitled to an alternative
sponsorship package of comparable standard and benefits at another MA Exhibitions event,
provided that the date of such other event is not more than 12 months from the date of cancellation
of the Event. If for any reason MA Exhibitions is unable to provide such an alternative sponsorship
package, the Commercial Partner shall be entitled to a full refund of any payments made by
the Commercial Partner to MA Exhibitions (minus any reasonable costs already incurred by MA
Exhibitions in respect of delivery of any part of the Commercial Partner Package). The entitlements
in this clause are in full and final satisfaction, and MA Exhibitions shall have no other liability of
any nature whatsoever to the Commercial Partner arising out of or in connection with any such
cancellation.

8.3 If the Commercial Partner notifies MA Exhibitions that it wishes to cancel its sponsorship, virtual
exhibition stand or other commercial support of the Event, it will still remain liable to pay to MA
Exhibitions the Total Fee and any fees paid to MA Exhibitions under this Contract will be non-refundable.

9.1 This Contract shall take effect on the date that the Commercial Partner signs the Order and shall
continue until completion of the Event, unless terminated early in accordance with its terms.

9.2 Either party has the right at any time to terminate this Contract immediately by giving written notice
to the other in the event that the other:

9.2.1 has committed a material breach of any of its obligations under this Contract (and material
breach includes failure to pay any amounts due under this contract); or

9.2.2 ceases or threatens to cease to carry on business, is unable to meet its debts as they fall
due, has an order made or a resolution passed for its winding-up, has an administrator,
receiver or manager appointed, makes any arrangement or composition with its creditors,
or makes an application for the protection of its creditors in any way.

9.3 Termination of this Contract by either party for any reason shall be without prejudice to any rights
or obligations that may have accrued as at the date of such termination. Upon termination of this
Contract by MA Exhibitions in accordance with this Clause 9, all outstanding sums owing to MA
Exhibitions at the date of termination shall become due and payable without deduction or set -off.

9.4 Upon expiry or termination of this Contract, the parties agree that:

9.4.1 MA Exhibitions’ obligations to provide any further Services shall cease;

9.4.2 the Commercial Partner shall destroy or return (at its own cost) any Event Literature and
Event Material.

10.1 It is a condition of this contract that Commercial Partners arrange adequate insurance to protect
themselves and others being involved in the Event.

10.2 For the avoidance of doubt, MA Exhibitions Limited and the supplier of the Event Digital Platform
will not be responsible for any loss or damage whatsoever sustained by Commercial Partner
by reason of any failure or defect of the Event Digital Platform caused as a result of fire, storm,
tempest, lightning, national emergency, war, labour disputes, strikes or lock outs, civil disturbances,
explosion, inevitable accident, force majeure, or any other cause not within the control of MA
Exhibitions Limited or the supplier of the Event Digital Platform whether ejusdem generis or not,
for any loss or damage occasioned, if by reason of the happenings of any such event, the opening
of the Event is prevented or postponed, or delayed or abandoned, or the Event Digital Platform
becomes wholly or partially unavailable for the holding of the Event.

10.3 Commercial Partner agrees that MA Exhibitions Limited shall not be liable in the event of any
errors, omission or defects in the Event Digital Platform or in any official directory listing or in any
promotional activities.

10.4 MA Exhibitions Limited makes no representations or warranties with respect to the performance,
stability or functionality of the Event Digital Platform or the number of attendees or the demographic
nature of such attendees.

11.1 Nothing in these Conditions shall limit or exclude either party’s liability for:

11.1.1 death or personal injury caused by its negligence, or the negligence of its employees,
agents or subcontractors;

11.1.2 fraud or fraudulent misrepresentation; and

11.1.3 any other liability which cannot be excluded or limited by applicable law.

11.2 Subject to clause

11.1: Neither party shall under any circumstances whatsoever be liable to each
other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any
indirect, special or consequential loss or damage; any loss of data; any loss of sales; any liability
for punitive or aggravated damages; any loss of business opportunity; any loss of actual profit,
interest, revenue or anticipated savings or any damage to goodwill or reputation arising
under or in connection with the Contract; and
Each party’s total liability to each other in respect of all other losses arising under or in connection
with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or
otherwise, shall in no circumstances exceed the total amount of the Total Fee.

11.3 MA Exhibitions shall not be liable to the Commercial Partner as a result of any delay or failure
to perform its obligations under this Contract arising as a result of or in connection with a Force
Majeure Event or any failure of the Event Digital Platform or any failure by the Commercial Partner to
comply with its obligations under the Contract.

11.4 MA Exhibitions shall not be liable or responsible in any way for any loss of connectivity to the Event
Digital Platform or loss of accessibility to any functionality in part or in whole to the Event Digital
Platform during the Event.

11.5 This clause 11 shall survive termination of the Contract.

12.1 Each party shall treat in confidence all information obtained from the other pursuant to this Contract
that is confidential in nature (which shall include details of the Total Fee) and shall use such
confidential information solely for the purpose of exercising its rights or performing its obligations
under this Contract.

12.2 Each party shall only disclose such confidential information: (i) to those of its employees who
may reasonably need to know the same to the extent required for the proper performance of this
Contract; and (ii) to the extent that such confidential information is required to be disclosed by law.

The Commercial Partner consents to MA Exhibitions holding and processing data relating to the
Commercial Partner and/or to the Commercial Partner Attendees for administrative and legal purposes. MA
Exhibitions will process and use this data in line with the Mark Allen Group Privacy Policy, but Commercial
Partner will remain the data owner and such data will only be used by MA Exhibitions in relation to events.
In any instances where Commercial Partner uses systems we may provide to register, market and invite
customers, guests and other relevant people to the event, Commercial Partner must ensure that it has the
correct permissions to contact these individuals in line with its own GDPR policy and that Commercial
Partner remains the data controller. The personal data which the Commercial Partner provides to MA
Exhibitions shall be processed, stored and transferred in accordance with the terms of MA Exhibitions’
privacy policy, which can be found at privacypolicy.markallengroup.com.

14.1 The Commercial Partner acknowledges that it has not relied on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or
innocently made) of any person other than as expressly set out in this Contract (save that this shall not
apply so as to limit or exclude either party’s liability for fraud).

14.2 This Contract contains the entire agreement and understanding between the parties and supersedes all prior agreements, understandings or arrangements (oral or written) relating to the subject matter of this contract.

14.3 MA Exhibitions may at any time assign, transfer, mortgage, charge, subcontract or deal in any other
manner with all or any of its rights under the Contract and may subcontract or delegate in any manner
any or all of its obligations under the Contract to any third party.

14.4 The Commercial Partner shall not, without the prior written consent of MA Exhibitions, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the contract.

14.5 Any notice or other communication given to a party under or in connection with this Contract shall
be in writing, addressed to that party at its registered office (if it is a company) or its principal place of
business (in any other case) or such other address as that party may have specified to the other party
in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class
post or other next working day delivery service, or by commercial courier, or email.

14.6 A notice or other communication shall be deemed to have been received: if delivered personally, when
left at the address referred to in clause 13.5; if sent by pre-paid first class post or other next working day
delivery service, at 9.00 am on the second business day after posting; if delivered by commercial courier,
on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one business
day after transmission.

14.7 The notice provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

14.8 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such
modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any
modification to or deletion of a provision or part-provision under this clause shall not affect the validity
and enforce-ability of the rest of the Contract.

14.9 A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.\

14.10 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose.
Neither party shall have authority to act as agent for, or to bind, the other party in any way.

14.11 A person who is not a party to the Contract shall not have any rights to enforce its terms.

14.12 Except as set out in these Conditions, no variation of the Contract, including the introduction of any
additional terms and conditions shall be effective unless it is agreed in writing and signed by MA
Exhibitions.

14.13 This Contract and any dispute or claim arising out of or in connection with it or its subject matter
or formation (including non-contractual disputes or claims) shall be governed by and construed in
accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England
and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection
with this Contract or its subject matter or formation (including non -contractual disputes or claims)

1 These conditions shall apply to all webinars accepted for production, setup and delivery. Any other
proposed condition shall be void unless incorporated clearly in written instructions and specifically
accepted by MA Exhibitions.

2 All webinars are accepted subject to MA Exhibitions’ approval of the copy, content, themes and material
and to appropriate webinar scheduling time, delivery times and space being available.

3 If it is intended to include in a webinar a competition or a special offer of merchandise, other than that
associated with the product or subject of the webinar, full details must be submitted at the time of booking.

4 MA Exhibitions reserves the right to omit or suspend any webinar at any time for good reason, in which
case no claim on the part of any Commercial Partner for damages or breach of contract shall arise.
Should such omission or suspension be due to act or default of the Commercial Partner or his servants
or agents then the space reserved for the webinar shall be paid for in full notwithstanding that the
webinar has not been created or delivered. Such omission or suspension shall be notified to the
Commercial Partner as soon as possible.

5 If MA Exhibitions considers it necessary to modify the format or alter the date or make any other alteration, the Commercial Partner will have the right to cancel if the alterations requested are unacceptable, unless such changes are due to an emergency of circumstances beyond MA Exhibitions’ control. Every care is taken to avoid mistakes, errors or omissions but MA Exhibitions cannot accept liability for any errors due to third parties, subcontractors or inaccurate instructions.

6 To the extent permitted to the Commercial Partner by law MA Exhibitions shall in no circumstances
be liable for any direct, indirect, consequential or incidental loss or damage or injury (including without
limitation loss of revenue, contracts or profits) howsoever caused or arising.

7 The Commercial Partner warrants that the webinar does not contravene any Act of Parliament nor is it
in any other way illegal or defamatory or an infringement of any other party’s rights or an infringement of
the British Code of Advertising Practice.

8 The Commercial Partner will indemnify MA Exhibitions fully in respect of any claim made against MA
Exhibition arising from the webinar. MA Exhibitions will consult with the Commercial Partner as to the
way in which such claims are to be handled.

9 Webinar rates are subject to revision at any time and orders are accepted on condition that the price
binds MA Exhibitions only in respect of the next webinar to be created and delivered. In the event of
a rate increase the Commercial Partner will have the option to cancel the order without surcharge or
continue the order at the revised webinar rates.

10 If a Commercial Partner cancels part of a contract except in the circumstances set out in Clause 6 or 10
above, it relinquishes any right to that series discount to which he was previously entitled and webinars
will be paid for at the appropriate rate.

11 Charges will be made to the Commercial Partner or his Agent where MA Exhibitions’ suppliers are
involved in extra production work owing to acts or defaults of the Commercial Partner or his Agent.
Complaints regarding reproduction, setup or delivery of webinars must be received in writing within one
calendar month of the delivery date.

12 Cancellation of webinars will only be accepted if written notice is received within 8 weeks of the
scheduled publication date. Thereafter the Commercial Partner will still remain liable to pay MA
Exhibitions the Total Fee and any fees paid to MA Exhibitions under this contract will be non-refundable.

13 If copy and content instructions are not received by agreed `copy date` no guarantee can be given that
proofs will be supplied nor corrections made.

14 Commercial Partner’s property, artwork etc., are held at their risk and should be insured by them against loss or damage from whatever cause. MA Exhibitions reserves the right to destroy all artwork which has been in its custody for twelve months or film which has not been used for twelve months.

15 For the purpose of these conditions `Commercial Partner` shall refer to the Commercial Partner or his
Agent whichever is the principal. MA Exhibitions is the Publisher of any webinar.

16 These Conditions and all other express terms of the contract shall be governed and construed in
accordance with the Laws of England.

Last updated 12/11/20