All Exhibitor sales shall be subject to the following terms and conditions:
1.1. The Brake the Maze event to be held in Paphos, Cyprus, inclusive (“Event”), is organised and managed by I. E. Athletic Tourism (CYPRUS) LTD, a company registered in Cyprus with registered office at Andrea Tseleppou, Paphos 8010, Cyprus.
1.2. These terms and conditions (the “Agreement”) set out the terms on which you agree to attend, exhibit in and occupy an event space at the Event. Please read the Agreement carefully and make sure you understand it before continuing. You understand that by ticking ‘I agree’, and paying the applicable fee set out on our website (“event Fee”), you agree to comply with and be bound by this Agreement.
1.3. Defined terms in this Agreement shall have the meaning given to them within its terms.
1.4. References to “we”, “us” and “our” shall be references to Cyprus Athletic Tourism. In light of the meaning given above to “you”, references to “your” shall be construed accordingly.
2. INTELLECTUAL PROPERTY RIGHTS
2.1. The parties acknowledge as follows:
2.1.1. All intellectual property rights (including, but not limited to, copyright, trademarks and design rights) in the Exhibitor Marks shall be solely and exclusively owned by you, together with any goodwill therein, and we shall not acquire any rights in the Exhibitor Marks, other than as expressly set out in this Agreement; and
2.1.2. All intellectual property rights (including, but not limited to, copyright, trademarks and design rights) in or arising out of or in connection with the Event (including but not limited to any rights accruing in the Event Marks) shall be solely and exclusively owned by us, together with any goodwill therein, and you shall not acquire any intellectual property rights in the Event, other than as expressly set out in this Agreement, but always without prejudice to clause 2.1.
2.2.You shall indemnify us and keep us indemnified from and against all claims, damages, losses, costs (including all reasonable legal costs), expenses, demands or liabilities arising out of a claim that our use of your intellectual property rights in accordance with the Agreement (including without limitation the Exhibitor Marks) infringes any intellectual property rights (including, but not limited to, copyright, trademarks and design rights) of any third party.
2.3. 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 marks, or do anything which will or may affect any registration of the other party’s marks.
2.4. You agree that you shall not use our intellectual property relating to the Event in any way that, in our reasonable opinion, connotes that we are forming a partnership or any trading arrangement (other than the event at the Event), or that we endorse any part of your business, trading name or style.
2.5. If during the Term, either party becomes aware of any threatened or actual unauthorised use or any misuse of the other’s intellectual property rights (including, but not limited to, copyright, trademarks and design rights), then it shall promptly notify the same to the other in writing. The non-owner of the intellectual property rights will, at the owning party’s reasonable request and cost, provide all reasonable co-operation (including, without limitation, the provision or completion of any documentation) in any action, claim or proceedings brought or threatened in respect of such intellectual property rights, but shall not be obliged to take any further action.
3. CANCELLATION, POSTPONEMENT & FORCE MAJEURE
3.1. We may, in our sole discretion, be entitled to cancel or postpone the Event for any reason. We shall not be deemed to be in breach of this Agreement or otherwise liable to you for any such cancellation or postponement, or any failure or delay in performing our obligations under this Agreement for commercial reasons (including but not limited to, an event of force majeure where such event though not directly affecting the Event, may have an adverse effect on the commercial success of the Event).
3.2. We shall give written notice to you of a decision to cancel or postpone the Event as soon as reasonably practicable, and upon receipt of such notice:
3.2.1. in the case of cancellation of the Event, you shall be entitled to terminate this Agreement.
3.3. In the event of termination under clause 3.2, we reserve the right to refuse any refund, in our sole discretion, and in any event any refund to you shall be reduced by the reasonable expenses already incurred by us.
3.4. Where you elect to apply the event Fee to another of our events, we are under no obligation to provide the same Exhibitor Rights for the same event Fee.
3.5.We shall not be deemed to be in breach of this Agreement or otherwise liable to you for any failure or delay in performing our obligations under this Agreement as a result of an event or series of connected events outside our reasonable control (including, without limitation, acts of God, floods, lightning, storm, fire, explosion, war, military operations, acts or threats of terrorism, strike action, lock-outs or other industrial action or a pandemic, epidemic or other widespread illness).
3.6. Other than as expressly set out in this Agreement, no refunds will be given in respect of any cancellations.
3.7. You acknowledge that the terms of this clause 3 represent a genuine pre-estimate of our losses.
4. TERM AND TERMINATION
4.1. This Agreement shall take effect on the date that you pay the event Fee (the “Effective Date”) and shall continue until completion of the Event (the “Term”), unless terminated early in accordance with its terms.
4.2. We may terminate this Agreement within fourteen (14) days of the Effective Date, for any reason and with written notice to you. In the event that we terminate under this clause 4.2, we shall refund the event Fee to you as soon as reasonably practicable.
4.3. 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:
4.3.1.has committed a material breach of any of its obligations under this Agreement (including 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
4.3.2. 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.
4.4. 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.
4.5. Upon termination of this Agreement by us in accordance with this clause 9, all outstanding sums owing to us at the date of termination shall become due and payable without deduction or set-off.
4.6. Upon expiry or termination of this Agreement, the parties agree that:
4.6.1.our obligations to provide any further Exhibitor Rights shall cease;
4.6.2. subject to clause 4.6.3, any licences granted pursuant to this Agreement shall immediately cease;
4.6.3. this clause 4, (Term and Termination) and clauses 3 (Intellectual Property Rights), 5 (Liability and Indemnity), 6 (Confidentiality ) and 7 (General) shall continue in force; and
4.6.4.you shall cease to exercise the Exhibitor Rights.
4.7. Other than as expressly set out in this Agreement, no refunds will be given in respect of any termination.
5. LIABILITY AND INDEMNITY
5.1. Subject to clause 5.3, our aggregate liability to you, whether such liability arises in contract, tort (including negligence) or otherwise, for any damages, loss, costs, claims or expenses of any kind howsoever arising, out of or in connection with this Agreement or otherwise in connection with the Event, shall be limited to the event Fee paid by you.
5.2. Subject to clause 5.3, we shall not be liable to you for: (i) any loss of profit, loss of or damage to data, loss of anticipated savings or interest, loss of or damage to reputation or goodwill; or (ii) any indirect, special or consequential damages, loss, costs, claims or expenses of any kind.
5.3. Nothing in this Agreement shall limit or exclude a party’s liability for:
5.3.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
5.3.2. fraud or fraudulent misrepresentation; or
5.3.3. any other liability which cannot be limited or excluded by applicable law.
5.3.4. You hereby indemnify us and shall keep us indemnified against all costs, claims, damages or expenses suffered or incurred by us or for which we may become liable due to any failure by you or your employees or agents to comply with any of your obligations under this Agreement.
6.1. Each party shall treat in confidence all information obtained from the other pursuant to this Agreement that is confidential in nature (which shall include details of the event Fee) and shall use such confidential information solely for the purpose of exercising its rights or performing its obligations under this Agreement.
6.2. 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 Agreement; and (ii) to the extent that such confidential information is required to be disclosed by law.
7.1. This Agreement contains the entire agreement and understanding between the parties and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement.
7.2. You may not assign, sub-licence or otherwise transfer any of your rights or obligations under this Agreement without our prior written agreement.
7.3. Notices shall be sent by email to the other party at the address provided. In the absence of proof of non-delivery, notices are deemed received one working day after being sent.
7.4. You acknowledge that you have 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 Agreement (save that this shall not apply so as to limit or exclude either party’s liability for fraud).
7.5. This Agreement shall not create, nor shall it be construed as creating, any partnership or agency relationship between the parties.
7.6. If any part of this Agreement is deemed unlawful, void or for any reason unenforceable then that provision shall be deemed to be severable from this Agreement and shall not affect the validity and enforceability of any of the remaining provisions of the terms.
7.7. This Agreement is governed by the law of Cyprus, and is subject to the exclusive jurisdiction of the courts of Cyprus.