📢 Exhibitor Rules & Regulations

Agreement

AGREEMENT: Each exhibitor (each such party an «Exhibitor») at the 2025 HLTH Europe event (the «Event») hereby agrees to abide by the terms and conditions of this agreement (this «Agreement»), together with such additional terms and conditions as may be adopted by HLTH Europe Ltd, a company registered in England and Wales, with an address at 1 & 2 Studley Court, Guildford Road, Chobham, Surrey, GU24 8EB («HLTH Europe») and provided to Exhibitor from time to time.

1. Term

1.1 This Agreement shall remain in force from the date entered into by the parties until the last day of the Event (the «Term») unless terminated earlier in accordance with the provisions of this Agreement.

1.2 Without prejudice to the termination rights set out in Section 6 or 7 below, either party has the right at any time to terminate this Agreement immediately by giving written notice to the other in the event that the other: (i) has committed a material breach of any of its obligations under this Agreement (including a failure to pay any amounts due under this Agreement) and has not remedied any such breach (if capable of remedy) within fourteen (14) days of being required to do so by written notice; or (ii) files a voluntary petition in bankruptcy or a petition seeking any reorganization, liquidation, dissolution, or similar relief under any applicable law relating to bankruptcy, insolvency, or relief for debtors, or the admission by such other party of its inability to pay debts as they mature, or the making by such other party of an assignment for the benefit of creditors or the taking of similar action for the benefit of creditors, or (iii) suffers the entry by a court of competent jurisdiction of an order, judgment, or decree approving a petition filed against such other party seeking any reorganization, liquidation, dissolution, or similar relief under any applicable law relating to bankruptcy, insolvency, or other relief for debtors and the expiration of the period, if any, allowed by applicable law in which to appeal therefrom.

1.3 If this Agreement is terminated by HLTH Europe in accordance with Section 2.2: (i) where such termination occurs prior to commencement of the Event, Exhibitor shall be obliged to pay the Exhibit Fees and any sums outstanding as at the date of termination shall be payable by Exhibitor within fourteen (14) days of the date of HLTH Europe’s notice of termination; (ii) HLTH Europe shall be entitled to re-sell the exhibit space assigned to Exhibitor to a third party; (iii) there shall be no obligation on HLTH Europe to refund any sums paid by Exhibitor pursuant to Section 5; and (iv) if applicable, any of the Exhibitor’s property at the Event shall be removed by Exhibitor immediately, failing which the property shall be removed by HLTH Europe at the Exhibitor’s expense.

1.4 Termination of this Agreement 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.

2. Assignment of Exhibit Space and Event Rights

In exchange for a stand-alone exhibit fee or for an exhibit fee included as part of sponsorship fee (in either case, referred to herein as the «Exhibit Fee»), HLTH Europe shall provide Exhibitor with an assigned exhibit space for certain hours defined by HLTH Europe during the Event. Where the Exhibitor informs HLTH Europe prior to entering into the Agreement, that there is a specific exhibit space that is desired, HLTH Europe shall use commercially reasonable efforts to allocate that specific exhibit space to the Exhibitor. However, Exhibitor acknowledges and agrees that HLTH Europe cannot guarantee availability of any preferred exhibit space. HLTH Europe reserves the right to assign, or relocate, exhibit areas or reconfigure the exhibition area for the betterment of the Event or otherwise in its sole discretion with no liability to you provided the exhibit area continues to be similar to the exhibit area as originally presented to the Exhibitor. Without limiting any of the foregoing, exhibit space assignments may be revoked by HLTH Europe at any time, including onsite during the Event, upon breach of the terms and conditions of this Agreement. Exhibit space assignment shall be conditional on payment in full of all amounts due hereunder or under any other contract with HLTH Europe. The exhibit space assigned to Exhibitor is for the use of the named Exhibitor only. Exhibit space sharing in whole or in part with any third party is expressly prohibited.

3. Operation of Exhibits

Displays in exhibit spaces must be designed and operated in a manner that respects the rights of other Exhibitors and attendees. Displays shall not (x) block or obstruct the view of or (y) create noise or other disturbance for a neighbouring or other Exhibitor. All lighting within the exhibit space must be arranged and operated so as not to be distracting to adjacent Exhibitors. Exhibitor, together with any employee, agent or independent contractor of Exhibitor, will conduct itself/himself/herself in a manner lending proper dignity, decorum and professionalism to the Event. HLTH Europe may, in its sole discretion, remove Exhibitor, or any employee, agent or independent contractor of Exhibitor, from the premises for behaviour that HLTH Europe determines in its sole discretion to be inappropriate. Without limiting the foregoing, the following activities are expressly prohibited in exhibit spaces: preparation of food or beverages, promotional contests that require physical skill, unauthorised taking of photographs, derogatory advertisements of other Exhibitors, competitive or like-mannered businesses, or activities (including, but not limited to, materials promoting Exhibitor’s attendance at the Event) which would be deemed inaccurate, defamatory, abusive, profane or offensive by a reasonable person. Exhibitor warrants to HLTH Europe that it is legally entitled by ownership or licence to use the items exhibited or materials relating to the activities carried out in exhibit space, and that the same shall not infringe the rights of any third party, or otherwise be unlawful, or be detrimental to HLTH Europe or its general commercial interests. Exhibitor indemnifies HLTH Europe against all costs, expenses, damages, claims, losses and liabilities suffered or incurred by HLTH Europe as a result of the Exhibitor carrying out any of the aforementioned prohibited activities or breaching the aforementioned warranty. HLTH Europe reserves the right, in its sole discretion, to exclude the showing of any products in the exhibit area that are deemed objectionable. Exhibitor is responsible for payment of fees, royalties or fines for use of any third-party work that is protected by copyright, patent or trademark. Exhibit space must be staffed by at least one member of the Exhibitor’s employees at all times during scheduled exhibit hours. Unless prior written permission is received from HLTH Europe, all Exhibitor personnel must be 18 years of age or older. Exhibitor personnel must be dressed appropriately and confine their activities on behalf of Exhibitor to the exhibit space of Exhibitor. Any food or beverage that is distributed at exhibit spaces may be subject to additional fees from the Event venue. Distribution of certain food and beverage items may be prohibited and advance approval is required. Operation of exhibit spaces is subject to any applicable rules and regulations of the Event venue and Exhibitor hereby acknowledges and agrees with the terms thereof, a copy of which has been made available to Exhibitor. The Exhibitor shall ensure that the exhibit space is left in good order and in a clean condition at the end of the Event and in accordance with the aforementioned rules and regulations, provided that in the event of any failure to do so, HLTH Europe may elect to carry out these obligations and has sole discretion to dispose of any items remaining at the exhibit space and Exhibitor shall be liable to HLTH Europe for any costs so incurred in doing so.

4. Terms of Payment

Payment of the Exhibit Fee is due in accordance with and as stated in the applicable invoice sent by HLTH Europe to Exhibitor.

5. Cancellation By Exhibitor

Exhibitor acknowledges and agrees that actual occupancy of the exhibit space reserved by the Exhibitor is of the essence of this Agreement during and throughout the Event. In the event that Exhibitor does not occupy its allocated exhibit space by the opening time on the first day of the Event, HLTH Europe may occupy, re-allocate to a third party or cause said space to be occupied in its sole discretion without in any way releasing the Exhibitor from any liability hereunder. Furthermore, if Exhibitor does not occupy and staff its allocated exhibit space in accordance with the terms of this Agreement, all rights of Exhibitor to such exhibit space shall terminate and Exhibitor shall be obliged to pay the full Exhibit Fee, with any outstanding sums payable by the Exhibitor within fourteen (14) days. Exhibitor acknowledges and agrees that HLTH Europe will likely sustain losses if Exhibitor cancels its commitment for some or all of its assigned exhibit space. Accordingly, Exhibitor shall forfeit the full amount of its Exhibit Fee in the event that Exhibitor cancels its commitment for some or all of its assigned exhibit space. Each party acknowledges and agrees, after taking into account the terms of this Agreement and all relevant circumstances at the date hereof, that the forfeiting of such Exhibit Fee represents a reasonable and genuine pre-estimate of the damages which would be suffered by HLTH Europe in the event of Exhibitor’s cancellation and does not constitute a penalty. In addition, any fees included within the Exhibit Fee (or any sponsorship fee) for any attendees of Exhibitor who do not attend the Event, for any reason, are not reimbursable, in whole or in part.

6. Cancellation of Exhibit Space by HLTH Europe

Exhibit space may be cancelled by HLTH Europe for failure to make payments when due or failure by Exhibitor to comply with the applicable terms and conditions of this Agreement. If exhibit space is so cancelled by HLTH Europe, Exhibitor shall forfeit all payments made and HLTH Europe shall have the right to reassign such cancelled space to another exhibitor in its sole discretion without mitigation of such forfeited amounts.

7. Alteration or Cancellation of Event by HLTH Europe

It may be necessary for HLTH Europe to alter the advertised content, timing, date and/or location of the Event. HLTH Europe reserves the right to do this at any time during the Term and without liability to Exhibitor, provided that the Event, as altered, is substantially similar to the Event as originally advertised. HLTH Europe will provide Exhibitor with notice of any alterations as soon as is reasonably practicable. In the event that HLTH Europe cancel the Event (pursuant to this Section 8) or materially alter the advertised content, timing, date and/or location of the Event, HLTH Europe shall notify the Exhibitor thereof as soon as reasonably practicable and the Exhibitor shall be entitled to either: (i) a credit for a future event held by HLTH Europe of your choice (up to the value of the Exhibit Fee paid by Exhibitor in respect of the Event); or (ii) terminate this Agreement with immediate effect and obtain a refund (calculated by HLTH Europe in good faith) of an amount that reflects the total sums paid by Exhibitor at the date of cancellation minus the value of any rights received by Exhibitor prior to the date of cancellation (e.g. in relation to marketing and promotions). Any such refund shall be paid by HLTH Europe within 60 days upon written request.

8. Attendance

HLTH Europe shall use its commercially reasonable efforts to market the Event and attract attendees, but does not guarantee specific levels of attendance at the Event or any particular exhibit space location. HLTH Europe makes no representations or warranties, express or implied, regarding attendance levels at the Event.

9. Insurance

It is a condition of this contract that the Sponsor arranges adequate insurance to protect themselves and others attending the show. The minimum limit of Public Liability expected is €2 million each occurrence. 

To provide you with this level of minimum cover and further additional covers for your benefit, HLTH Europe has arranged for Sponsors to be protected under their insurance policy for an Insurance Participation Fee charged with your exhibit stand/space rental. 

An “Evidence of Insurance as an Exhibitor” document, summarising the cover provided, will be issued by email when payment of the Insurance Participation Fee (€100) is made with your invoice. Please note the Insurance Participation Fee must be paid to initiate your insurance protection and payment must be made no later than 7 June 2024.  

The Standard Limits and Cover provided to our participating Exhibitors are:

If you believe you already have adequate Public Liability cover in place you will receive email instructions of how this can be uploaded onto InEvexco Ltd’s online portal. This will then be reviewed by InEvexco Ltd, who are a specialist insurance broker who administer the HLTH Europe Exhibitor Insurance. This should be uploaded at least 30 days prior to the exhibition opening. 

If for any reason your Evidence of Alternative Insurance is deemed inadequate by InEvexco then they will inform you why this is the case and what you need to do to satisfy HLTH Europe contract conditions regarding insurance. If you disagree with InEvexco’s decision you may make use of InEvexco’s appeals procedure.

Please do not send any insurance documentation to HLTH Europe. A full specimen policy wording, showing the terms, conditions and exceptions of the cover and the Exhibitors Insurance Product Information Document is available from InEvexco via their website https://www.inevexco.co.uk/our-services/event-and-exhibition-exhibitors-insurance. We strongly recommend you read the Inevexco policy wording as some exclusions apply. This service is provided on a non-advised basis and you should make sure the limits offered are sufficient for your needs.

The Organiser accepts no liability in contract, tort, negligence, statutory duty or otherwise (to the maximum extent permitted by applicable law) arising out of the use of, quality, fitness for purpose or access to or provision of the insurance policy by InEvexco Ltd. The Organiser has no responsibility to you for, and hereby disclaims all liability arising from, the acts or omissions of InEvexco Limited or any third parties required to provide the insurance policy and related services hereunder.

The Organiser requires Exhibitors to have adequate Public Liability insurance cover when they exhibit at its events. This is incidental to the services the Organiser provides as the event organiser. InEvexco Ltd are authorised and regulated by the Financial Conduct Authority (FCA) to provide relevant insurance mediation services, under number 579079. The FCA’s register can be accessed through www.fca.gov.uk.

Any exhibitor appointed company providing a service and/or supervision during HLTH Europemust provide a copy of Public Liability and Employer’s Liability insurance certificates at the point of submitting stand plans for approval.

10. Security

In no case will HLTH Europe be responsible for theft, loss or damage to Exhibitor’s products or exhibit space or display. Exhibitor agrees that it is wholly responsible for protecting its property on and off the Event premises. Exhibitor is encouraged to have guards or security cages and should insure their property (from the time it leaves their warehouse or place of business until it returns) at their own expense.

11. Taxes and Licences

Exhibitor agrees to be responsible for obtaining any licences, permits, or approvals required under European or local law, applicable to its activities at the Event. Exhibitor is responsible for all applicable music licensing fees and for obtaining relevant licence/s from the appropriate Combined Management Organisations (CMO).

12. Indemnification

Without prejudice to the indemnity given by Exhibitor in Section 4 above or Section 14 below, Exhibitor shall indemnify, defend and hold harmless HLTH Europe, its affiliates and each of their respective officers, directors, managers, employees, agents, representatives and invitees, and their respective successors, assigns and heirs, from and against any and all losses, liabilities, costs, damages, claims, or expenses, including without limitation attorneys’ fees, resulting from any claims, demands, suits or other actions arising from or out of or by reason of Exhibitor’s participation in the Event, occupancy and use of the exhibit space or by virtue of any other actions or omissions by or on behalf of the Exhibitor at the Event venue or any part thereof. In addition, HLTH Europe and/or the Event venue shall not be held responsible for, and Exhibitor shall defend and hold HLTH Europe and/or the Event venue harmless from, any claim or damage resulting from the loss of lighting, air conditioning, electricity, water, gas, heating, or other utilities, facilities or services not caused by the intentional wrongful act of HLTH Europe an/or the Event venue. HLTH Europe reserves the right to assume the exclusive defence and control of any matter subject to indemnification by Exhibitor, which action shall not be deemed to excuse Exhibitor’s indemnification obligations hereunder.

13. Compliance with Laws

Exhibitor must be in full compliance with all applicable laws and regulations, including, without limitation, European Accessibility Act, Bribery Act 2010 and the Foreign Corrupt Practices Act 1977. Exhibitor warrants to comply with HLTH Europe’s anti-bribery and anti-corruption policies as notified of from time to time and to report to HLTH Europe any request or demand for any undue financial, or other advantage of any kind, received by or on behalf of the Exhibitor in connection with the performance of this Agreement. Breach of this Section 14 shall be deemed a material breach of this Agreement. Exhibitor indemnifies HLTH Europe against all costs, expenses, damages, claims, losses and liabilities suffered or incurred by HLTH Europe as a result of the Exhibitor breaching this Section 13.

14. Force Majeure

HLTH Europe shall not be liable for any performance delay or failure, loss, or damage due to any event or series of connected events outside its reasonable control including without limitation fire, explosion, power blackout, earthquake, flood, storm, tsunami, volcanic ashcloud, extreme adverse weather conditions, pandemic, strikes or other industrial disputes, failure of a utility service or transport network, cyber-attacks, malicious acts of third parties, breakdown of plant or machinery, embargo, labour disputes, acts, omissions or failures of vendors, suppliers or independent contractors outside the control of HLTH Europe, acts of terrorism, acts of civil or military authority, acts of regulatory or governmental authorities, acts of God, or other similar events (each such event, a «Force Majeure Event»). HLTH Europe’s performance under this Agreement shall be deemed to be suspended for the period that a Force Majeure Event continues, and Exhibitor agrees that HLTH Europe may have an extension of time for performance for the duration of that period, including where appropriate by an extension to the Term. HLTH Europe will use commercially reasonable efforts to find a solution by which its obligations under this Agreement may be performed despite the Force Majeure Event. It is further agreed that should a Force Majeure Event makes it impossible or inadvisable for HLTH Europe to hold the Event or portion thereof at the date, time, and place agreed: (i) HLTH Europe shall have the right to cancel all or a portion of the Event; (ii) this Agreement shall terminate with immediate effect on written notification thereof by HLTH Europe; (iii) Exhibitor shall and does hereby waive any claim for property or other damage or compensation; and (iv) there shall be no further liability on the part of either party to the other.

15. Assignment

This Agreement may not be assigned, re-sold, transferred or otherwise disposed of by Exhibitor without the prior written consent of HLTH Europe, which consent may be granted or withheld at the sole discretion of HLTH Europe.

16. Publicity

HLTH Europe shall have the right, but not the obligation, to make, or cause to be made, any press release or public announcement including but not limited to announcements on social media regarding, or to otherwise publicise and announce in marketing materials or otherwise, Exhibitor’s participation in the Event, and to use Exhibitor Marks (as defined below) in connection therewith, without the prior consent of Exhibitor. Such announcements shall not be disparaging or otherwise adverse to your business.

17. Notices

All notices required or permitted to be given under this Agreement shall be deemed delivered on receipt if delivered by hand, nationally recognised overnight delivery service, certified mail, postage prepaid, return receipt requested, or confirmed fax, at the information on file for the parties first listed above, or to such other address as may be designated by either party by notice given as provided by this Section.

18. Additional Terms and Conditions

Exhibitor acknowledges and agrees that any additional terms and conditions for the Event adopted from time to time by HLTH Europe are made a part hereof as though fully incorporated herein. HLTH Europe shall have full and exclusive power in the matter of the interpretation, amendment and enforcement of all said terms and conditions. If a dispute or disagreement shall arise between the parties concerning the allotment or permitted use of exhibit space or concerning interpretation of any of the terms and conditions hereof, the decision of HLTH Europe shall be final and the Exhibitor hereby agrees to abide by such decision.

19. Governing Law; Venue

This Agreement shall be governed by and construed and interpreted in accordance with the laws of England and Wales.

20. Intellectual Property Rights

20.1 Exhibitor grants to HLTH Europe a worldwide, non-exclusive, royalty free, sub-licensable licence to use their logos and trademarks (the «Exhibitor Marks») provided to HLTH Europe in accordance with the terms of this Agreement, during the Term, on the Event website and other marketing and publicity materials. Exhibitor shall provide HLTH Europe with samples of the Exhibitor Marks in a suitable format within five days of this Agreement being entered into (or within one day where this Agreement is entered into less than ten days before the start of the Event). Any changes to the Exhibitor Marks for subsequent Events shall be notified to HLTH Europe no later than ten days before the start of the Event.

20.2 HLTH Europe grants to Exhibitor a non-transferable, non-exclusive, royalty free licence to use the HLTH Europe logos and trademarks (the «HLTH Europe Marks»), during the Term, solely to promote Exhibitors attendance at the Event. Exhibitor acknowledges that all intellectual property and similar and related rights (including, without limitation, trademarks, copyright, design rights, know-how, confidential information and goodwill) in and relating to the Event and any materials provided by or produced by HLTH Europe in relation to the Event shall be owned by HLTH Europe (or the applicable third party licensor) and Exhibitor undertakes not to use any such rights without prior written consent from HLTH.

21. Exhibitor Conduct

Exhibitor agrees to behave responsibly and treat all event participants with respect, kindness and compassion at all times. HLTH Europe reserves the right, without refund, to revoke the credentials of exhibitors, and their stakeholders, whose conduct is deemed inappropriate, discriminatory, abusive, harassing, threatening, disorderly, or offensive. 

Exhibitor is permitted to conduct business at HLTH Europe events in accordance with this agreement. Only authorised representatives of the Exhibitor are permitted to (i) display or demonstrate any products, processes, or services, or to fulfil orders; (ii) to wear identification of Exhibitor’s company or organisation; or (iii) to distribute advertising or other materials within the applicable sponsorship or exhibit space. 

Exhibitor will not distribute sales and marketing materials outside of their exhibit space, including at the registration desk, in the registration area, in meeting rooms, on the exhibit floor, in public areas, in hotels within the HLTH Europe room blocks or in transportation areas under lease to HLTH Europe, without prior consent from HLTH Europe. 

Exhibitor will not spam and/or distribute unsolicited sales and marketing materials to event participants before, during, and after the event, post content that is obscene or otherwise objectionable, use HLTH Europe materials for commercial or advertising purposes without prior consent, publish HLTH Europe copyrighted content without prior consent.

Any Exhibitor communication to any conference attendee prior to the event is only permitted with EXPRESSED CONSENT and EXPLICIT OPT-IN to Exhibitor’s database and prior marketing and sales activities. 

Unacceptable behaviour will not be tolerated at HLTH Europe events. Violating this agreement will result in a permanent participation ban from all future events operated by HLTH Europe without a refund of any deposits and/or fees.

21. Miscellaneous

This Agreement contains the entire agreement of the parties hereto and supersedes all prior discussions, agreements and undertakings, both written and oral, between the parties hereto with respect to the subject matter hereof, and shall be binding upon and inure to the benefit of the parties hereto and their respective successors, permitted assigns and legal representatives. This Agreement shall not create, nor shall it be construed as creating, any partnership or agency relationship between the parties. The waiver by either party of a breach of any provision of this Agreement shall not operate as or be construed as a waiver of any prior or subsequent breach thereof, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. No amendment or alteration of the terms of this Agreement shall be valid unless made in a writing signed by each of the parties hereto and specifically referencing this Agreement. The holding of any provision of this Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect any other provision of this Agreement, which shall remain in full force and effect. HLTH Europe’s liability in connection with this Agreement will not exceed the amounts paid by Exhibitor under this Agreement. HLTH Europe, its employees, representatives and agents shall not be liable to Exhibitor or any third party for any indirect, incidental, special, punitive, or consequential damages, even if advised of the possibility of such damages. Any cause of action of Exhibitor against HLTH Europe in connection with this Agreement must be commenced within six (6) months after the completion of the Event or Exhibitor shall be deemed to have released such claim and it shall be barred, notwithstanding any provision of any statute of limitations to the contrary.