TERMS AND CONDITIONS OF TRADING
Updated: 12 January 2026
1.0. DEFINITIONS
In these conditions:
“Agreement” the Event Services Agreement entered into between Whitespace XPO and the Client to which these Terms and conditions apply and under which separate Client Orders are placed for the purchase of Event Services.
“Build Up Period” the Build Up Period is the period utilised to construct and install exhibition stands and facilities, such period being specified by the Client.
“Client” an Events Organiser that has entered into an Agreement with Whitespace XPO in connection with Event(s) or Exhibitions(s).
“Client Order” a Client’s written acceptance of a Quotation, evidenced by a purchase order setting out the Event Services (including any Equipment and the number of items of Equipment) required by the Client for a particular Event.
“Client Order Acceptance” Whitespace XPO’s confirmation that the Client Order has been received and accepted by Whitespace XPO which may be evidenced by the issuance of an invoice, or by confirmation in writing (including by email) from Whitespace XPO to the Client.
“Cut Off Date” unless otherwise stated the Cut Off Date will be 30 calendar days prior to the first day of the Build Up Period.
“Construction” the process of building exhibition stands, features and associated graphics in connection with an Event.
“Dismantle Period” the period after the Open Period during which an Event is dismantled.
“Duration of the Event” the period comprising the Build Up Period, Open Period and Dismantle Period.
“Equipment” all equipment, property, plant, machinery, Interior Fittings, electrics, lightings, furnishings and other items supplied by XPO to the Client in connection with the supply of Event Services and Exhibitor Services.
“Estimate” means an approximate cost provided in good faith based on available information at the time of quotation issue and is not a fixed or legally binding price.
“Event” any public or trade event which may consist of exhibitions, seminars, conferences, receptions or gatherings. Where the Agreement relates to a single Event, Event means that specific Event for which this Agreement applies and in all other cases Events means all those Events organised, launched or acquired by the Client during the term of the Agreement.
“Event Prices” the prices charged by Whitespace XPO for providing the Event Services.
“Event Services” the range of services offered by Whitespace XPO to the Client and may include the provision of advice, supply of Equipment, and labour for the construction and installation and running of the Event(s). The Client will submit Client Orders in respect of the Event Services required for each Event.
“Event Services Cost” the total price (including VAT) of the Event Services for each Event as set out in the Quotation.
“Exhibition” an Exhibitor’s exhibition at or in connection with an Event.
“Exhibition Services” means the range of Services Whitespace XPO offers to provide to Exhibitors in connection with the Event(s).
“Exhibitor” an individual or organisation, contracting with the Client to take space at an Event. An Exhibitor may be, but will not necessarily be, a client of Whitespace XPO.
“Exhibitor Manual(s)” the manuals issued to Exhibitors in connection with an Event.
“Exhibitor Order Forms” Whitespace XPO’s standard order form which Exhibitors use to order Services from Whitespace XPO, where Whitespace XPO also provides Services to Exhibitors.
“Exhibitor Prices” means the prices charged by Whitespace XPO for each Exhibitor Service.
“Force Majeure Event” has the meaning given to it in clause 19.0.
“Fully Costed Rate” the hourly cost of labour, incorporating a pro rata proportion of indirect costs and overheads from time to time, such rate being available to the Client upon request from Whitespace XPO.
“Group Company” means a holding company or subsidiary as defined in section 1159 of the Companies Act 2006.
“Hired Equipment” means equipment which is hired (and not Purchased Equipment) by the Client from Whitespace XPO in connection with the Services.
“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms or protection in any part of the world.
“Interior Fittings” comprise optional extras including shelving, storage, security sheet, special flooring, ceiling covers, notice boards, coat racks, garment rails, panel colour changed, literature racks, curtains, additional wall panels and doors.
“Labour and Material Costs” the labour and material costs of any work undertaken by Whitespace XPO in order to fulfil the Client Order at Whitespace XPO’s Fully Costed Rates.
“Late Orders” Client Orders made after the Cut Off Date.
“Open Period” the period during which an Event is open to visitors.
“Organiser” the Customer or promoter of an Event as identified in the Agreement.
“Other Services” Other Services include, but are not restricted to, the hire of furniture, carpets and carpet tiles, electrical fittings, flowers and management and consultancy services.
“Purchased Equipment” means equipment purchased outright by the Client from Whitespace XPO in accordance with clause 14.0.
“Quotation” means a formal written quotation for the proposed Contract Work sent to the Client setting out the Event Services Cost.
“Services” Event Services, Exhibition Services or Other Services provided by Whitespace XPO.
“Site” location of the Event.
“Site Orders” orders placed on Site.
“Terms and Conditions” these terms and conditions of business as amended from time to time.
2.0. CONSTRUCTION
In these Terms and Conditions, the following rules apply:
2.1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
2.2. A reference to a party includes its personal representatives, successors or permitted assigns.
2.3. A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
2.4. 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.
2.5. A reference to writing or written includes faxes and emails.
3.0. INTERPRETATION
3.1. Any reference in these terms and conditions to any provision of a statute shall be constructed as a reference to that provision as amended, re-enacted or extended at the date of any Contract.
3.2. A Client Order constitutes an offer by the Client to purchase Event Services (including the hire of any Equipment) in connection with an Event from Whitespace XPO in accordance with the Agreement and these Terms and Conditions.
3.3. Without prejudice and subject to clause 7.2, the Client Order shall only be deemed to be accepted when Whitespace XPO delivers a Client Order Acceptance.
3.4. In placing a Client Order with Whitespace XPO, the Client accepts, with no reservations, that the Agreement (including these Terms and Conditions) and the Quotation accepted by the Client constitutes the entire agreement between the parties. The Client acknowledges that it is not relied on any other document, prior written or oral agreement, statement, representation or warranty. These Terms and Conditions apply to the Agreement to the exclusion of any Client’s terms and conditions of purchase or hire, or any other terms that the Client seeks to impose or incorporate.
3.5. Whitespace XPO will supply the Services in accordance with these Terms and Conditions.
4.0. APPLICABILITY OF CONDITIONS
4.1. These terms and conditions, together with any terms contained in or referred to in the Company’s Quotation(s), shall exclusively govern the Contract to the exclusion of any other terms or conditions, whether express (oral or written) or implied, and, in particular, even if contained or referred to in any of the Customer’s documents which purport to provide that the Customer’s own terms and conditions shall prevail.
4.2. These terms and conditions shall supersede any other terms and conditions governing any previous contract between the Company and the Customer.
5.0. CONTRACT
No contract shall be created unless and until the Company has received from the Customer a copy of its Quotation duly signed by an individual acting or purporting to act on its behalf or an email (sent from the Customer’s email address) accepting the Company’s Quotation unconditionally.
6.0. ORDERS
6.1. Order placing
6.1.1. Any Quotation given by Whitespace XPO shall not constitute an offer and is only valid for a period of 14 days.
6.1.2. A Client Order must be evidenced in writing by the Client sending to Whitespace XPO written acceptance of Whitespace XPO’s Quotation. Except where otherwise stated, these Terms and Conditions will apply to Quotations, Client Orders, Site Orders, Late Orders and any other sales orders placed with Whitespace XPO by a Client and apply to any variation or cancellation of a Client Order.
6.1.3. With the exception of Site Orders, all Client Orders must be received before the Cut Off Date. Late Orders may be subject to a surcharge rate of 20%. The surcharge rates will also apply to any Client request to change a Client Order and/or additional Client Orders made after the Cut Off Date.
6.2. Order Acceptance
6.2.1. Acceptance of a Client Order by Whitespace XPO will be evidenced by the delivery of a Client Order Acceptance by Whitespace XPO.
6.2.2. Acceptance of a Client Order is conditional on timing of the Client Order (clause 6.1.2 above) and on the availability of Equipment. Whitespace XPO reservices the right to supply in lieu and in place of Equipment ordered, any Equipment which is substantially similar and is fit for the general purpose of the required items of Equipment.
6.2.3. With the exception of Site Orders, all Client Orders must be received before the Cut Off Date. Late Orders may be subject to a surcharge rate of 20%. The surcharge rates will also apply to any Client request to change a Client Order and/or additional Client Orders made after the Cut Off Date.
7.0. PRICE AND VARIATIONS
7.1. Price
7.1.1. Event Prices in a Quotation are confirmed once a Client Order has been placed.
7.1.2. The price for Hired Equipment is for the Duration of the Event for which such Hired Equipment is made available for hire by the Client (provided the total hire period does not exceed 14 days). A delivery charge may be applied, and such charge will be included in the Quotation.
7.1.3. All Event Prices and Exhibitor Prices quoted are exclusive of VAT.
7.2. Variations
7.2.1. Where a Client wishes to amend a Client Order before or during the periods set out at clause 6.1.3 above, the parties must agree to a variation in writing detailing the changes to the Client Order and the revised Event Prices. Any work that is cancelled as part of the variation to the Client Order during the periods set out in clause 6.1.3 will be subject to the terms set at clause 6.1.3 and such costs will be incorporated in the revised Event Prices.
7.2.2. Where a Client wishes to amend a Client Order after the work has commenced on Site, the Client will be charged in accordance with the terms set out below at clause 7.3. Whitespace XPO will only proceed to make any change if the variation to the Client Order is agreed in writing. Labour time incurred by Whitespace XPO or its contractors will be charged at Whitespace XPO’s Fully Costed Rate.
7.3. Change Orders
Whitespace XPO will take into account all appropriate constraints and costs associated with the timely Construction within the timescales set by the Client and notified to Whitespace XPO. To the extent that Whitespace XPO has no control over such conditions, Whitespace XPO’s Event Prices will be subject to change as follows, and any additional costs payable by the Client will be set out in further invoices provided by Whitespace XPO to the Client:
7.3.1. In the event that there are changes to the dates for the Build Up Period or Dismantle Period or times of the Operating Period of the Event such that additional labour is required to meet the new timescales, the modified Event Price to the Client will represent the additional labour (and materials where appropriate) incurred in order to meet the new timescales or requirements. The charges for additional labour will be calculated using Whitespace XPO’s Fully Costed Rates.
7.3.2. If truck or fork truck access to the Site changes from that described to Whitespace XPO by the Client, any additional costs incurred by Whitespace XPO in respect of these terms will be passed on to the Client together with a handling charge of 10% of the invoiced amount.
7.3.3. For additional costs due to a change in the Site, such additional costs incurred for materials and subcontract services together with Whitespace XPO’s Fully Costed Rates in respect of additional labour will be passed onto the Client together with a handling fee of 10% of amounts invoiced from sub-contractors.
7.3.4. If, after the Client Order has been received by Whitespace XPO, the Client or any authorities including police, fire service, or local authorities changes the conditions and rules governing the construction, health and safety, or any other matter which may affect Whitespace XPO’s supply of Services, then any additional costs incurred by Whitespace XPO will be invoiced on the same basis as set out in clause 6.3.3 above.
7.3.5. If the final amount of stand area built is less than 95% of the area anticipated by the Client and used by Whitespace XPO as a basis of the Quotation, Whitespace XPO will charge the Client the full value of the Quotation for that Event together with any extra work carried out by way of contract variation.
7.3.6. Where the specification of Organiser Packages is changed Whitespace XPO will charge in accordance with clauses 6.2.1. and 6.2.2, whichever is applicable.
7.3.7. In the event that the electrical mains layout (in particular the layout of blocks and stands) is different to that upon which the Quotation is based or is varied subsequent to Whitespace XPO submitting the electrical mains requirements to the Client, Whitespace XPO will be entitled to charge the Client:
a. the additional cost incurred, including additional charges from the Site for labour and electrical mains charges;
b. the amount by which an electrical mains bill from the Site exceeds the electrical mains revenue from the Event;
c. the full value of supplying all the anticipated electrical packages, as set out in Whitespace XPO’s Quotation, in the event that the amount by which Whitespace XPO’s revenue received is less than 95% of the anticipated revenue for the supply of electrical fittings set out in the Quotation.
7.3.8. In the event that the Client requires floor coverings to be laid in a different manner to that which Whitespace XPO considers to be the optimum use of materials and labour (as set out in the Quotation or oral briefings, the additional Fully Costed Rates for labour and materials incurred will be invoiced to the Client.
7.3.9. Should a Client change the layout of an Event within the four week period prior to commencement of the Build Up Period such that the mix of carpet styles or colours varies from that already agreed the additional Fully Costed Rates for labour and materials incurred will be invoiced to the Client.
7.3.10. If the cost of any changes result in any costs incurred by Whitespace XPO, Whitespace XPO will be entitled to charge the full amount of additional costs so incurred at Whitespace XPO’s Fully Costed Rate for labour and materials.
7.3.11. Where the Client requires design changed in accordance with clause 7.2.1 and/or 7.2.2, required additional design time shall be charged at Whitespace XPO’s Fully Costed Rate for time spent on revising drawings, work schedules and associated administration.
7.3.12. Where Exhibitors are also clients of Whitespace XPO, and where the Client liaises with Whitespace XPO on behalf of the Exhibitors, Client undertakes to ensure that Exhibitors are informed of any changes in the Exhibitor Prices to be charged by Whitespace XPO as set out in clauses 6.1, 6.2, and 6.3 of these Terms and Conditions. Any unilateral waiver of these Terms and Conditions by the Client or failure to comply with the requirements of this clause 7.3 will result in the Client being held jointly and severally liable with Exhibitor for any shortfall.
8.0. DELIVERY
8.1. Any dates quoted for delivery of Equipment are approximate only, and the time of delivery is not of the essence. Whitespace XPO shall not be liable for any delay in delivery instructions or any other instructions that are relevant to the delivery of the Equipment.
8.2. Whitespace XPO may deliver the Equipment by instalments.
8.3. It is the duty of the Client to provide at an Event, a duly authorised representative to accept delivery of the Equipment and any other goods ordered, and, if required by Whitespace XPO, to provide a written receipt. Acceptance of delivery by such representative shall constitute evidence that the Client has examined the Equipment and has found it to be in good condition, complete and fit in every way for the purpose for which it is intended.
9.0. WARRANTY
9.1. Whitespace XPO warrants that on delivery, the Equipment shall substantially conform to the specifications set out in the Quotation and be of satisfactory quality and fit for the purpose held out by Whitespace XPO.
9.2. Provided the Open Period has not commenced, in the event of non-delivery or if the Client is not satisfied that the Equipment ordered has been delivered in conformity with clause 8.1 above, then the Client must notify a member of Whitespace XPO team on Site immediately, and in any event prior to the commencement of the Open Period of the Event. If the Client is not satisfied with the remedial action proposed or taken by Whitespace XPO, the mater should be raised with a senior member of Whitespace XPO team on Site.
9.3. In the event of a complaint of dispute that cannot be resolved on Site, the Client will submit its complaint in writing to Whitespace XPO as soon as possible and in any event, within three days of the event’s Open Period commencing. Whitespace XPO will consider the complaint and respond to the Client within ten business days.
9.4. Subject to clauses 9.1 and 9.3, and on Whitespace XPO being given reasonable opportunity to examine Equipment concerned, Whitespace XPO shall, at its option, repair or replace the defective Equipment, or refund the amount of the Events Price in respect of the defective Equipment.
9.5. Whitespace XPO shall not be liable for the Equipment’s failure to comply with clause 9.1 if:
9.5.1. Client makes any further use of the Equipment after raising a complaint under clause 9.2;
9.5.2. the defect arises because of Client failed to follow Whitespace XPO’s oral or written instructions as to the storage, installation, commissioning or use of the Equipment or good trade practice;
9.5.3. the defect arises as a result of Whitespace XPO following any specific specifications or drawings supplied by the Client;
9.5.4. the Client alters or attempts to repair the Equipment without Whitespace XPO’s written consent;
9.5.5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
9.5.6. the Equipment differs from its description as a result of changes made to comply with applicable statutory or regulatory standards.
9.6. If, after return, apparently defective Equipment is found by Whitespace XPO to meet specification and is fully operational, then the Client will be charged for Whitespace XPO’s costs in recovering and replacing the item with all costs calculated at Whitespace XPO’s Fully Costed Rate.
9.7. Except as provided in this clause 9.0, Whitespace shall have no liability to Client in respect of the Equipment’s failure to comply with clause 9.1.
10.0. HIRED EQUIPMENT
10.1. All Equipment and any other goods supplied by Whitespace XPO shall be on hire only (Hired Equipment) unless otherwise agreed between the parties in accordance with clause 13.0 below.
10.2. From its delivery, the risk of loss, theft, damage or destruction of the Hired Equipment shall pass to the Client. The Client will be responsible for the safety of Whitespace XPO’s Hired Equipment throughout the Duration of the Event and until the Hired Equipment is collected from the Site by Whitespace XPO or returned to Whitespace XPO’s premises and will be responsible for any damage to Whitespace XPO’s Hired Equipment caused by the actions of the Client or its customers or visitors to its Event.
10.3. Hired Equipment shall at all times remain the property of Whitespace XPO and the Client shall have no right, title or interest in or to the Hired Equipment (save the right to possession and use subject to these Terms and Conditions).
10.4. Whitespace XPO shall enter the Site to collect and to remove its Equipment following the expiry of the Open Period and before the end of the Dismantle Period.
10.5. During the period of hire, the Client undertakes:
10.5.1. To use the Hired Equipment in accordance with its usual purpose, to do nothing nor allow anything to be done that could lead to its damage or its disappearance, to give it the normal maintenance required, to maintain, at Client’s expense, the Hired Equipment in good and substantial repair, and to comply with Whitespace XPO’s particular recommendations, specific advice for use, and appropriate warnings including any warnings in these Terms and Conditions, the Agreement, any Quotations, any specification sheets, any oral or other advice given by Whitespace XPO and/or any documents handed over to the Client on delivery of the Equipment.
10.5.2. To keep the Hired Equipment fully insured to its full replacement value against all risks and not to do anything which might invalidate the insurance. Clients are reminded that the period of the insurance shall include at least five days prior to the Opening Period of the Event for which the Hired Equipment is hired, and at least five days after the Opening Period has concluded.
10.5.3. Not to carry out any modification or repair to Hired Equipment whatsoever.
10.5.4. Not to nail, apply adhesive or paint, or damage the Hired Equipment in any way without Whitespace XPO’s written consent.
10.5.5. To permit any of Whitespace XPO’s representatives or persons authorised by the latter, unrestricted access to the Hired Equipment installed for purposes of maintenance or inspection.
10.5.6. To return goods to Whitespace XPO free of any mortgage, charge, lien or any other encumbrance.
10.5.7. To be responsible for any electrical item connected to a socket or mains connection installed by Whitespace XPO and to accept full responsibility and all consequential costs resulting from the connection of a faulty or inappropriate electrical item connected to a socket or mains connection installed by Whitespace XPO.
10.5.8. Not to use the Hired Equipment for any unlawful purpose.
10.5.9. If requested by Whitespace XPO, to ensure the Hired Equipment is identifiable as being Whitespace XPO’s property.
10.5.10. To pay Whitespace XPO an amount equal to the cost of repair or replacement (as appropriate) for any item of Hired Equipment damaged whilst in the care of the Client however caused.
10.5.11. To indemnify Whitespace XPO on demand against all losses, costs, charges, damages and expenses incurred as a result of a breach of this clause 10.5.
10.6. Whitespace XPO disclaims all responsibility concerning documents, objects, samples, Hired Equipment or other goods present in / under / on the Equipment hired by the Client.
10.7. All Hired Equipment should be emptied of personal belongings immediately at the end of the Open Period of the Event, in order that Hired Equipment may be removed from Site as quickly as practicable. Whitespace XPO accepts no responsibility for safe custody of goods left in cabinets, draws or any other storage items.
11.0. PAYMENT
11.1. Payments in respect of any invoice raised by Whitespace XPO must be made in accordance with the Agreement, the terms of Whitespace XPO’s invoice and this clause 10.0.
11.2. All payments made to Whitespace XPO must include VAT, and payments may be made by cheque, bank transfer, draft (deemed without costs and returned accepted by the Client within eight working days from its being sent), promissory note or transfer or with the payment of an additional charge by credit card as set out in Whitespace XPO’s invoice.
11.3. In the event of late payment, with reference to the terms detailed in an invoice issued by Whitespace XPO, Whitespace XPO reserves the right to change interest at a rate of 5% per annum over Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.
11.4. The Client shall pay all amounts due under the Agreement and any invoice in full without any set-off, counterclaim, deduction or withholding except as required by law. Whitespace XPO may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by Whitespace XPO to the Client (if any).
11.5. The Client will not be granted any discount for early payments.
11.6. Unless otherwise agreed in writing by Whitespace XPO, and without prejudice to any other right or remedy available to Whitespace XPO, the Client’s failure to pay any sums due on or before the due date specified in an invoice will give Whitespace XPO the right to suspend its obligations under a Client Order or the Agreement or terminate the Client Order or the Agreement with immediate effect.
12.0. SITE STANDARDS AND CONSENT
12.1. The Client warrants in respect of each Event that:
12.1.1. the Site is fit for purpose for the Event;
12.1.2. the Site complies with the legal, legislative and statutory conditions of safety, lighting, and other requirements in force for the Event;
12.1.3. the owner or user of the Site where the Event is taking place has expressly given its consent for the transport and assembling of the Equipment ordered, and the Construction, and if required, the Client will present a copy of the Site owner’s consent to the Event; and
12.1.4. the Client has all necessary consents and licences required in connection with the Event and the Services to be supplied by Whitespace XPO.
12.2 . The Client undertakes to:
12.2.1. supply Whitespace XPO with the details of any Site constraints including underground/ overhead network, ground resistance or any other constraints no later than 30 business days before the first day of the commencement of the Build Up Period.
12.2.2. comply with all conditions imposed by any promoters of the Event other than the Client or of the Site and shall be solely responsible for obtaining written consent from those persons for any modifications or waivers of those conditions (as required).
12.3. Any failure to meet the warranties and undertakings set out in clauses 12.1 and 12.2 above will result in a material breach of the Agreement. Whitespace XPO will be entitled to terminate the Agreement and (without prejudice to the indemnity provisions in clauses 12.4 below) will be entitled to reimbursement on the basis of clause 5.0 above.
12.4. The Client undertakes to fully indemnify Whitespace XPO against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Whitespace XPO resulting from a failure of the Client to observe the provisions in this clause 12.0.
13.0. DAMAGE TO SITE
Any damage caused to the Site from the supply of Equipment or Services, or the use of Equipment will be the sole responsibility of the Client except for the damage caused as a result of Whitespace XPO’s negligence. Whitespace XPO accepts no responsibility for damage which arises as a direct consequence of actions taken based on the specific instructions received from the Client (whether in writing or orally).
14.0. SALE OF EQUIPMENT
14.1. In some limited circumstances, a Client may wish to purchase outright some or all of the Equipment (Purchased Equipment) in connection with, or separate to any Services provided by Whitespace XPO. If a Client wishes to purchase any Equipment, it must first request a quotation for that Equipment (‘Equipment Sale Quotation’) from Whitespace XPO for the Equipment required. An Equipment Sale Quotation shall not constitute an offer, and is only valid for a period of 14 days from its date of issue. Written acceptance of an Equipment Sale Quotation will constitute an offer by the Client to purchase Equipment. The Client must pay for all Equipment ordered under this clause 14.1 in accordance with the payment terms in clause 11.0.
14.2. Title to any Equipment purchased in accordance with this clause 14.0 shall not pass to the Client until the price in respect of that Equipment and any interest (where applicable) has been fully paid in cleared funds. If the Client wishes to transform, resell, or incorporate Purchased Equipment into other goods it shall first pay to Whitespace XPO the balance in full.
14.3. The transfer of risk takes place when: (i) the Client is notified that the Purchased Equipment is available to the Client for collection at a location specified, in the Quotation or otherwise agreed (including at Whitespace XPO’s workshops); or (ii) when Whitespace XPO delivers the Purchased Equipment on Site. Consequently, it is the Client’s obligation to check the state of the Purchased Equipment in Whitespace XPO’s presence and to carry out any recourse against it in the event of damage.
15.0. INTELLECTUAL PROPERTY RIGHTS, ILLUSTRATIONS AND PHOTOGRAPHS
15.1. All intellectual Property Rights shall remain the exclusive property of the party owning it. Any future Intellectual Property Rights created during the term of the Agreement or in connection with any Client Order shall vest in and be owned absolutely by the party creating or developing it. For the avoidance of doubt, the Intellectual Property Rights in any floorplans, designs, sales literature, or any other literature prepared or originated by Whitespace XPO belongs to Whitespace XPO.
15.2. Each party shall use reasonable endeavours not to do anything, during the term of the Agreement, which may damage the other party’s Intellectual Property Rights.
15.3. For the avoidance of doubt, all designs, drawings, plans, models, and any other material prepared by Whitespace XPO remain Whitespace XPO’s property and its copyright and are provided to Clients solely for their use in connection with the Agreement for the purchase of Services in respect of the identified Event(s).
15.4. Any samples, drawings, illustrations, photographs, and other descriptive matter featured in the sales documentation (irrespective of the medium) are for guidance only are not binding specifications and shall not form part of the Agreement or any Client Order or have any contractual force.
15.5. Clients may photograph work carried out by Whitespace XPO for their own marketing purchases only and attention is drawn to clause 15.2 above regarding the use of Whitespace XPO designs.
16.0. EFFECTS OF TERMINATION
Upon termination of the Agreement, or the cancellation of any Client Order, however caused:
16.1. Whitespace XPO’s consent to the Client’s possession of Hired Equipment shall terminate and Whitespace XPO may, but its authorised representatives, without notice and at the Client’s expense, retake possession of the Hired Equipment, or Purchased Equipment which has not been paid for in full and for this purpose may enter the Site of any premises at which the Equipment is located; and
16.2. without prejudice to any other rights or remedies of the Client, the Client shall pay to Whitespace XPO on demand;
16.3. all sums due but unpaid at the date of such demand together with any interest accrued;
16.4. any costs and expenses incurred by Whitespace XPO in recovering the Equipment and/or in collecting any sums due (including any storage, insurance, repair, transport, legal and remarketing costs.
17.0. GENERAL
17.1. Variation
Except as set out in these Terms and Conditions, no variation of the Agreement, or any Client Order, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing.
17.2. Waiver
A waiver of any right under the Agreement, these Terms 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 Agreement or these Terms 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.
17.3. Severance
If any provision or part-provision of the Agreement or these Terms 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 to or deletion of a provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 17.0 shall not affect the validity and enforceability of the rest of the Agreement or these Terms. If any provision or part-provision of the Agreement or these Terms is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
17.4. Assignment and Other Dealings
Whitespace XPO may at any time assign, transfer, mortgage, charge, subcontract, or deal in any other manner with all or any of its rights under the Agreement and may subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party. The Client shall not, without the prior written consent of Whitespace XPO, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Agreement or these Terms.
17.5. Notices
Any notice or other communication given to a party under or in connection with this Agreement and these Terms and Conditions 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 17.0, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax or email. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in this clause 16.5; if sent by pre-paid first-class post or other next working day delivery services, at 9:00am 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 fax or email, one Business Day after transmission.
17.6. No Partnership or Agency
Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, no 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.
17.7. Third Parties
A person who is not a party to the Agreement shall not have any rights to enforce its terms.
18.0. WARRANTIES
18.1. Each party warrants that it will exercise all reasonable due care and skill in performing its obligations in relation to the Agreement.
18.2. Each party warrants that it has full capacity and authority to enter into the Agreement.
19.0. LIABILITY AND INSURANCE
19.1. Whitespace XPO shall maintain at its own cost a minimum public liability insurance cover of £10,000,000. A valid certificate of insurance and proof of payment shall be made available to the Client or its employees or agents on request.
19.2. The Client shall indemnify and keep Whitespace XPO indemnified in respect of any loss or damage Whitespace XPO suffers as a result of any loss of, or damage to, any property arising from any act or omission on the part of the Client or its employees, servants, agents or sub-contractors.
19.3. Nothing in this Agreement excludes, limits or restricts either party’s liability for death or personal injury caused directly or indirectly by that party’s own negligence.
19.4. Whitespace XPO shall indemnify and hold the Client harmless in relation to claims from Exhibitors in relation to Exhibitor Services where such claim arises as a result of Whitespace XPO’s negligence but not otherwise.
19.5. Subject to clause 16, Whitespace XPO and the Client shall under no circumstances be liable to each other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with this Agreement and any Client Order.
19.6. The terms implied in sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law excluded from this Agreement.
19.7. Subject to the foregoing, Whitespace XPO’s liability to the Client for loss (whether in contract, tort (including negligence), breach of statutory duty or otherwise) shall be limited in respect of each and every claim arising from a Client Order to the amount of the Events Services Cost attributable to the said Client Order.
20.0. FORCE MAJEURE
20.1. ‘Force Majeure Event’ means any circumstance not within the Company’s reasonable control including, without limitation, acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, war, civil war, civil commotion or riots, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts; non-performance by suppliers or subcontractors; and interruption or failure of utility service.
20.2. If either party is prevented from performing its obligations under this Agreement by reason of a Force Majeure Event, it shall promptly notify the other party of the nature and extent of the circumstances in question and use reasonable endeavours to minimise the effect of the Force Majeure Event on the Event to ensure as far as possible that the Event(s) take place according to schedule.
20.3. Notwithstanding any other provision of this Agreement, neither party shall be deemed to be in breach of this Agreement, or otherwise be liable to the other, for any delay in the performance or the non-performance of its obligations under this Agreement to the extent that such delay or non-performance is due to any Force Majeure Event which has been notified to the other party and the time for performance of that obligation shall be extended accordingly.
20.4. If such Force Majeure Event prevails for a continuous period in excess of 14 days, the party whose performance is not affected by such force majeure will give written notice to the other to suspend the Agreement for the period of the Force Majeure Event save that the Force Majeure Event continues for a period of six (6) weeks immediately preceding an Event, or if the Force Majeure Event occurs during an Event, the unaffected party shall be entitled to terminate any Client Order in respect of that Event.
21.0. LAW AND JURISDICTION
The Agreement (including these Terms and Conditions) 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 Agreement or its subject matter or formation (including non-contractual disputes or claims).