1. DEFINITIONS
Affiliate means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity.
Cancellation Fee means the fee that may be payable in accordance with clause 5.4, being the amount as set out on the Schedule at E.
Control means in respect of any corporate entity, the beneficial ownership of more than 50% of the issued share capital of that entity or the legal power to direct or cause the direction of the general management of that entity, and Controls and Controlled shall be construed accordingly;
Customer means a person that places an Order – either in his/her own right or as an employer of a buyer.
Exhibition means the show in the heading on the dates shown.
Exhibitor means a person that has contracted with the Organiser to take stand space at the Exhibition.
Final Cancellation Date means the final date that the Customer may cancel attendance of the buyer programme without incurring a Cancellation Fee in accordance with clause 5.4, being the date as set out on the Schedule.
Force Majeure means an event beyond the reasonable control of a party.
Buyer means an individual in respect of whom the Organiser has accepted an Order and who has undertaken, either directly or indirectly through a Customer, to provide certain services as set out in the Schedule at D. Where the sense allows it, this also includes a substitute in accordance with clause 4.5.
Non-Attendance Charge means the amount that may be charged to the Customer under the terms of clause 5.1, being the amount as set out on the Schedule.
Order means an order for attendance by the buyer at the Exhibition placed by a Customer through the online application form.
Organiser means Northstar Travel Group.
Pre-scheduled Appointment means an appointment booked by a buyer with an Exhibitor for a meeting at the Exhibition. Such appointments are to be made prior to the Exhibition using the meetings programme software provided by the Organiser.
Pre and Post Fam Tour means a tour with an Exhibitor to take place before or after the Exhibition. Buyers must apply prior to the Exhibition using the software provided by the Organiser and all applications are to be approved by the relevant Exhibitor hosting the tour. Please note that you can only apply for one pre and post fam tour and if your application is unsuccessful, you will not be able to apply for another one.
Programme means the individual programme provided to the buyer by the Organiser stipulating the obligations of the buyer regarding attendance at the Exhibition including Pre-Scheduled Appointments and meals.
Venue means the venue shown in the heading.
The Schedule forms part of these Terms and Conditions.
NOTE – The main spoken language of this event is English.
2. APPLICATION
2.1 An Order is concluded when the Customer places an order through the online buyer registration pages and has ticked the relevant boxes on the online application form agreeing to be bound by these Terms and Conditions and the Order is accepted by the Organiser (“Acceptance”).
2.2 Acceptance by the Organiser will be acknowledged by email.
2.3 The Organiser may accept or reject an Order at its absolute discretion. All Orders placed will go through a qualification process to ensure that they meet the criteria of a buyer.
2.4 In the event that the Customer is not the buyer but the buyer’s employer, the Customer undertakes to procure that the buyer complies with these Terms and Conditions.
3. OBLIGATIONS OF THE ORGANISER
3.1 The Organiser agrees to provide the Customer with the services as set out on the Schedule at A, for the benefit of the buyer.
3.2 The Organiser shall not, however, provide the items as set out on the Schedule at B, which are the responsibility of the Customer.
4. OBLIGATIONS OF THE CUSTOMER
4.1 The Customer shall be responsible for the items covered at clause 3.2.
4.2 It is the Customer’s responsibility to ensure that the buyer has a valid passport and has obtained any visa or travel permits that may be required for the buyer to perform his/her obligations under these Terms and Conditions.
4.3 The Customer is strongly advised to obtain adequate travel insurance coverage for the buyer’s travel (including baggage and medical insurance) and to take out adequate cancellation insurance to cover cancellation of the Exhibition for any reason.
4.4 The Customer undertakes to ensure that the buyer vacates the relevant hotel room and the Venue as specified by the hotel or the Organiser and shall be responsible for any extra charges if he/she fails to do so.
4.5 In the event of a cancellation of a buyer by the Customer, the Customer agrees to make best efforts to provide a substitute buyer of a comparable authority, subject to agreement by the Organiser that such substitute is eligible to attend in accordance with the criteria at clause 2.3.
4.6 The buyer will be obliged to attend the number of Pre-scheduled Appointments and other events as set out by the Organiser.
4.7 It is an obligation of the Customer to ensure that the buyer books and attends Pre-Scheduled Appointments and other events as set out by the Organiser.
4.8 In consideration for the Customer: (i) performing its obligations in clauses 4.6 and 4.7; (ii) otherwise complying with these Terms and Conditions; and (iii) ensuring that the buyer performs the services set out in the Schedule and otherwise complies with these Terms and Conditions, attendance by the buyer at the Exhibition together with the accommodation and subsistence commitments set out in the Organiser obligations at clause 3 will be free of charge to the Customer.
4.9 It is an obligation of the Customer to ensure that the buyer attends Pre and Post FAM Tours if approved by the relevant Exhibitor hosting the tour.
5. CANCELLATION BY THE CUSTOMER
5.1 In the event of a Customer not adhering to its obligations under clause 4, the Organiser may cancel the Order and charge the appropriate Cancellation Fee (as set out on the Schedule at E) and in that event will send an invoice to the Customer, such invoice to be paid by the Customer within 30 days of receipt.
5.2 The Organiser reserves the right to review and cancel any Order if either (a) the buyer has not booked Prescheduled Appointments in line with the obligations at clause 4; or (B) any information provided in respect of the buyer by the Customer and/or the buyer is found to be materially untrue or inaccurate.
5.3 If the Customer wishes to cancel an Order it must notify the Organiser as soon as reasonably possible and such notice must be received in writing, including by email (to the address on the Schedule at E), by the Organiser addressed to the “buyer manager” at the Organiser’s address and will be effective: (i) if hand delivered or sent by prepaid first class recorded delivery or first class registered post, at the time of delivery; and (ii) in the case of email, at the time of transmission provided that the Organiser has confirmed receipt of such email in writing (it being acknowledged that the Organiser shall use all reasonable endeavours to provide such confirmation within 48 hours of receipt of the email).
5.4 If the cancellation is notified after the Final Cancellation Date (as specified on the Schedule at E), and subject to clause 5.5, a Cancellation Fee (as set out on the Schedule at E) will be charged to the Customer.
5.5 In the event that a buyer does not attend the Exhibition in line with his/her Programme or is responsible for missing two or more of their Pre-scheduled Appointments in any one day, this will be treated as a cancellation under clause 5.4.
5.6 If the buyer fails to attend any other mandatory events in their Programme, the Organiser reserves the right to cancel the Order and charge the Customer the appropriate Cancellation Fee (as set out on the Schedule at E).
5.7 In determining whether to levy a charge under this clause 5, the Organiser will in all cases act reasonably and consider any genuine reason for the failure of the Customer to meet their obligations, including an event of Force Majeure.
5.8 The Customer agrees that the above charges are a reasonable pre-estimate of the loss suffered by the Organiser in the event of the Customer cancelling their or the buyer’s attendance at the Exhibition.
6. LIMITATION OF LIABILITY
Customers’ attention is particularly drawn to the provisions of this clause.
6.1 Other than as expressly stated in these Terms and Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded.
6.2 Nothing in these Terms and Conditions limits or excludes the liability of the Organiser for death, fraud or personal injury resulting from the Organiser’s negligence.
6.3 The Organiser, its employees or agents shall not be responsible for any loss, theft or damage to the property of the buyer or the Customer. Further, the Organiser, its agents and employees will not be liable for any loss or damage or injury to persons or property during the term of the Exhibition from any cause whatsoever by reason of the use or occupancy of the Venue by the buyer.
6.4 Subject to clauses 6.1 and 6.2, the Organiser shall not be liable to the Customer for: (i) loss of profits; or (ii) loss of business; or (iii) depletion of goodwill and/or similar losses; or (iv) loss of anticipated savings; or (v) loss of goods; or (vi) loss of contract; or (vii) loss of use; or (viii) loss of corruption of data or information; or (ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses (“Losses”).
6.5 To the fullest extent permitted by law, the Customer shall not be entitled to bring a claim and the Organiser shall not be liable to the buyer or to the Customer for any loss or injury whatsoever and howsoever caused that may be incurred by the Customer or the buyer or which is caused by or contributed to by the Organiser’s (or any third party’s) acts, omissions, breach or negligence arising out of or in connection with the flights including, but not limited to, refusal by us, the pilot or a competent authority to carry the buyer or cancellation delay or disruption of a flight for any reason.
6.6 The Organiser shall not be liable for any Losses arising from the insolvency or failure of any relevant transport provider or hotel used by the buyer.
6.7 The Organiser shall have no liability of any kind or be liable for any Losses whatsoever arising from Pre and Post FAM Tours.
6.8 Subject to clauses 6.1 and 6.2, the Organiser’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of these Terms and Conditions and/or the Exhibition shall be limited to a sum equal to the Cancellation Fee.
6.9 The Customer shall hold the Organiser and each of its Affiliates (the Organiser and its Affiliates together being the “Indemnified Parties” and each an “Indemnified Party”) harmless and indemnify them and their employees and agents against any liability, costs, expenses or losses (including Losses) incurred or sustained by an Indemnified Party arising directly or indirectly from the Customer’s fraud, negligence or failure to perform or delay in the performance of any of its obligations under or in connection with these Terms and Conditions, except where incurred or sustained by an Indemnified Party as a result of any damage or injury caused by that Indemnified Party or official contractors appointed by that Indemnified Party.
6.10 For the purpose of this clause 6, references to the Customer’s fraud, negligence, or failure to perform or delay in the performance of any of its obligations include any such fraud, negligence, failure to perform or delay in performance by the Customer's employees, agents or contractors (including, without limitation, the buyer).
7. LIABILITY DISCLAIMER AND RELEASE
7.1 COVID-19: The novel coronavirus, COVID-19, has been declared a worldwide pandemic. COVID-19 is reported to be extremely contagious. The exact methods of spread and contraction are unknown, but the virus is believed to spread from person to person, by contact with contaminated objects, and even possibly in the air. People reportedly can be infected and show no symptoms yet still spread the disease. COVID-19 is reported to cause serious illness and death. Northstar Travel Group cannot prevent you from becoming exposed to, contracting, or spreading COVID-19 while at their event or activity, or performing any action for or on behalf of Northstar Travel Group or its representatives. Any in-person interaction with, at, or for Northstar Travel Group may increase the risk of contracting or spreading COVID-19.
7.2 By agreeing to these terms and conditions, you do so under the understanding of these specific risks and nonetheless accept them to utilise the Northstar Travel Group buyer services to attend an event or activity and release and waive all claims and rights against Northstar Travel Group in connection with exposure, infection, and/or spread of COVID-19, including for personal injuries, death, disease, property losses, or any other loss that may be released and waived under applicable law, including, but not limited to, claims of negligence.
8. CANCELLATION BY THE ORGANISER
8.1 The Organiser shall have no liability to the Customer if the Organiser cancels, postpones or re-sites the Exhibition, or reduces the planned period for preparation, display or dismantling the Exhibition for any reason.
8.2 In the event that clause 8.1 is applicable, the Organiser shall not be liable to the Customer for any direct losses or any Losses (as defined at clause 6.4).
9. OTHER TERMS
9.1 The Customer acknowledges that the Organiser will use the buyer’s personal data as necessary for performance of these Terms and Conditions, including for the Organiser to comply with its obligations in Schedule A, and otherwise in accordance with its privacy policy which is available at http://adhost1.ntmllc.com/twxads/privacy_0404.htm (“Privacy Policy”). To the extent that the Customer is the employer of the buyer, the Customer agrees to provide the Privacy Policy to the buyer. In particular, the Customer acknowledges that the buyer’s personal details (name, job title, country, industry, business name, email and address) will be shared with (a) Exhibitors and sponsors in connection with the buyer’s attendance at the Exhibition; and (b) to Exhibitors who have been contacted by the buyer to request a Pre-scheduled Appointment using the meetings programme software provided by the Organiser, regardless of attending the appointment or not.
9.2 The Organiser reserves the right to alter the content of the Programme and / or timings.
9.3 If it appears to the Organiser that the buyer may be engaged in activities which are deemed by the Organiser in its absolute discretion to be contrary to the best interests of the Exhibition and/or the Organiser, or which appear to the Organiser in its absolute discretion unethical or in breach of any law, the Organiser may exclude or eject any persons from the Exhibition. The Customer will be liable for any liabilities arising thereby, save where the Customer establishes negligence or bad faith by the Organiser and to the fullest extent permitted by law the Organiser will not be liable for any direct or indirect loss, including loss of revenue, loss of goodwill, excess costs or consequential loss suffered by the Customer, its employees, visitors, customers, staff, agents or contractors or by the buyer however so arising resulting from an exclusion under this clause.
9.4 Failure by the Organiser to insist upon strict performance by the Customer of any of these Terms and Conditions shall not operate as a waiver or otherwise release or in any way affect the liability of the Customer under these Terms and Conditions.
9.5 The Organiser shall be under no liability for any failure, delay or omission on its part or resulting from any event of Force Majeure.
9.6 The Contracts (Rights of Third Parties) Act 1999 and any legislation amending or replacing this Act shall not apply in relation to these Terms and Conditions and nothing in these Terms and Conditions shall confer on any third party the right to enforce any provision of them.
9.7 Each party shall procure that its employees, agents, and sub-contractors shall always act in an ethical business manner and shall not at any time contravene or breach the provisions contained in the Bribery Act 2010 or any legislation relating to anti bribery. Breach of this clause will be regarded as a material breach of this agreement which cannot be remedied and shall lead to immediate termination.
10. Governing Law
This Agreement 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 Singapore law.
11. Jurisdiction
Each Party irrevocably agrees that the courts of Singapore 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).
Schedule
(A) The services to be provided by the Organiser (clause 3.1)
- For buyers (applicable to hosted buyers only) who are travelling to Singapore, flight allowance is at lowest economy airfare will be reimbursed by the Organiser. These arrangements are non-transferable and non-refundable.
The Customer agrees that it will procure that the buyer will read and comply with the terms and conditions available on the relevant transport provider’s website. The travel times will be booked to ensure maximum time at the Exhibition. Any travel changes requested by the Customer are subject to availability. Any additional costs for travel changes will be the responsibility of the Customer;
- For buyers (applicable to hosted buyers only) who are travelling to Singapore, arrangements (at the organisers’ discretion) for return transfer from arrival airport in Singapore to the Venue and transfer to the events in the programme
- All meals and refreshments scheduled in the Programme; and
- Access to the tool enabling the buyer to book Pre-Scheduled Appointments with Exhibitors and (where relevant) apply for Pre and Post FAM Tours.
(B) The responsibilities of the Customer (clause 3.2)
- Personal expenses such as extra room night, mini bar, additional drinks, refreshments, spa treatments, telephone etc.;
- Travel insurance; and
- Upgrades for room
- Where a Pre and Post FAM Tour have been arranged, the Customer accepts that the flights/rail travel, accommodation, and any other services are booked by the Exhibitor host of the Pre and Post FAM Tours and the contract arising therefore will be between the buyer and the relevant Exhibitor host of the Pre and Post FAM Tour and the Organiser will not be a party to it.
- Where a Pre and Post FAM Tour has been arranged, the Customer is responsible for attending the tour as per the itinerary provided and for all costs of travel between the arrival point in Singapore following the Pre and Post FAM Tour and the buyer’s final point of departure.
(C) Attendance required (clause 4.6)
- The buyer will be obliged to attend twenty-two 20-minute Pre-scheduled Appointments across both days with Exhibitors at the Exhibition.
(D) The obligations of the Customer (clause 4.7)
- Book and attend Pre-scheduled Appointments over both days at the Exhibition.
(E) Cancellation by the Customer (clause 5)
- If the buyer only has accommodation booked, the cancellation charge will match the cost of accommodation if less than the appropriate Cancellation Fee (See Cancellation Fees below).
- The email address to which notices must be sent to is: tmsapac.buyer@ntmllc.com
- If the cancellation is notified after 18 March 2024 (the Final Cancellation Date), and subject to clause 5.5, an appropriate Cancellation Fee will be charged to the Customer. (See Cancellation Fee below.)
Cancellation Fee: Customers will be charged a USD 500 cancellation fee should your company not provide a qualified substitute that is available to attend the event as your replacement.
