Terms and Conditions

Global Underwater Hub Membership - Terms and Conditions
 
Definitions

For the purposes of this agreement “GUH” shall mean Global Underwater Hub, (hereinafter referred to as GUH), a not-for-profit trade association, located at its
offices at 1 Abercrombie Court, Arnhall Business Park, Westhill, AB32 6FE.

Customer shall mean any party paying a membership subscription (service).

The current rates shown are displayed on our website and are fixed until the end of the year. Membership fees will be invoiced following approval of your
application. Fees are shown excluding VAT at the standard rate.

Ordinary Membership of the Company shall be open to companies with an operational base in the United Kingdom, which are engaged in any aspect of subsea
technology or ocean related technology or underwater technology. Membership scales are based on number of employees working with the company.

Employees are counted as members of staff on the payroll and contractors who have been working with the company for three months or more.

Overseas Membership of the company shall be open to companies with no operational base in the UK, which are engaged in any aspect of subsea technology or
ocean related technology or underwater technology. Membership scales are based on number of employees working with the company. Employees are counted
as members of staff on the payroll and contractors who have been working with the company for three months or more.

The Agreement
 
All orders for services are accepted by GUH subject to these terms and conditions of sale. No other terms will apply to the supply of services unless agreed in
writing by GUH.

This Agreement contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous
agreements or understandings, whether oral or written.

No waiver of any term, provision, or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, will be deemed to be, or be
construed as, a further or continuing waiver of that term, provision or condition or any other term, provision or condition of this Agreement.

The Customer may not assign, charge, sub-contract or otherwise transfer this Agreement, or any of his rights or obligations arising under this Agreement. Any
attempt by the customer to do so shall be null and void. GUH may assign, charge, sub-contract or otherwise transfer this Agreement, or any of our rights or
obligations arising under this Agreement, at any time – providing such action does not serve to reduce the guarantees benefiting the customer under this
Agreement.

This Agreement may only be varied by an instrument in writing signed by both GUH and the Customer. GUH may at its sole discretion revise these terms from
time-to-time without prior notification.

This Agreement is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any other person. The right of the parties to
terminate, rescind, or agree any amendment, variation, waiver or settlement under this Agreement is not subject to the consent of any person who is not a party
to this Agreement.

Prices

Membership shall be subject to the scale of fees as detailed on GUH’s website.

Prices are GUH prices ruling at the date of placement of order. All prices quoted are net of taxes including, but not limited to, VAT, importation duty and other
levies that may be applicable.

If extra expense is incurred as a result of the Customer's instructions, GUH shall be entitled to recover such extra expense from the Customer.

Placement of Order

Orders shall be placed by completing registration online and submitting a booking form and returning it signed by an authorised person, accompanied by a valid
purchase order reference. This order shall be binding, and the customer shall be liable for payment in full upon placement of order.

The customer is responsible for ensuring the accuracy of information on the registration form, including company name and address, contact details and company
information.

Confirmation of Order

After receiving an order GUH shall acknowledge receipt and shall invoice the amount payable to the customer.

GUH reserves the right to decline any order that in its sole belief is inappropriate, may cause offence or harm, or is not relevant to the order.

Terms of Payment

All sales of services shall be chargeable at the time of booking, and an invoice shall be submitted by GUH to the customer. Payment terms are 100% on order
placement, payable within 30 days from date of invoice. In the event that payment is not received within 30 days, GUH reserves the right to put the membership
benefits on hold until payment is received. Members will also lose access to the Members’ Centre and other membership services, including

SubseaIntel:
• 30 days after their membership has lapsed unless they have been invoiced.
• 30 days from the date of their invoice (only if invoice date is after membership end date)

Payment may be made by cheque, bank transfer or by credit card facilities.

Change of Order & Cancellation

In the event that the customer wishes to alter their membership status, then this shall be subject to the agreement of GUH. Membership is paid for the full calendar
year and is non-refundable.

Risk & Liability
 
Except as expressly provided in these terms and conditions of sale all implied warranties, terms and conditions (whether statutory or otherwise) are excluded to
the fullest extent permitted by law.

GUH shall not be held liable for any loss, whether material or otherwise, except where required by law, for any act or omission in relation to this contract.
The customer shall be responsible for insuring their property for allrisks, and GUH shall be indemnified for any and all claims in relation to the customer’s property
or actions.

Every member of the Company undertakes to contribute such amount as may be required (not exceeding one pound) to the Company's assets if it should be
wound up while still a member or within one year after ceasing to be a member, for payment of the Company's debts and liabilities contracted before ceasing to
be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves.
Members can access the GUH Memorandum of Association via the Members’ Centre on the GUH website.

Proceedings at General Meetings

Ordinary Members shall be entitled to receive notices of and attend meetings of the Company, apart from meetings of the Board and shall be entitled to vote and
to nominate any individual to be a Board Member. Each Ordinary Member shall be entitled to nominate a specific individual to be their Member's representative
to attend meetings of the Company to represent their interests.

Every Member shall have one vote and no more. All votes shall be given personally or by the duly authorised representative of the Member in terms of Articles
5, 6 or 7 or by the alternate in terms of Article 8 or by proxy for the Member. In the case of an equality of votes, the Chairman shall on a show of hands or a poll
(as the case may be) have a second or casting vote.

Force Majeure

a. If the performance of the contract shall be delayed by any circumstances or conditions beyond the control of GUH including (but without prejudice to the
generality of the foregoing): war, industrial disputes, strikes, lockouts, riots, fire, storm, Act of God, accidents, non-availability or shortage of materials or labour,
any statute, rule, by law, order or requisition made or issued by any Government or Government Department, local or other duly constituted authority, then GUH
shall have the right to suspend further performance of the contract until such time as the cause of the delay shall no longer be present.

b. If the performance of the contract by GUH shall be prevented by any such circumstances or conditions beyond the control of GUH, then GUH shall have the
right to be discharged from further performance of and liability under the contract. If GUH exercises such right the Customer shall thereupon pay the contract
price.
 
Enforceability

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain
in full force and effect, and such invalid or unenforceable provisions or portion thereof shall be deemed omitted.

Prevailing Law

The contract shall be subject to and interpreted in accordance with the laws of Scotland and both GUH and Customer agree to submit to the non-exclusive
jurisdiction of the Scottish courts
Global Underwater Hub Events - Terms and Conditions
 

1.        Definitions

For the purposes of this agreement: 

“GUH”:  shall mean Global Underwater Hub Limited a private company limited by guarantee without share capital (Registered Number SC 266233) with its registered office at 1 Abercrombie Court, Arnhall Business Park, Westhill, Aberdeen AB32 6FE.

Customer /Exhibitor:  shall mean any party purchasing exhibition service including but not limited to, exhibition space, furnishings, fittings, conference seats, dinner places or other services provided within the GUH event.

Member:  shall mean a paid-up member of GUH, for the grade of membership as defined in the GUH scale of fees. Exhibitor shall mean any party entering into an agreement to rent space for the purposes of exhibiting their products and/or services within the GUH event.

2.    The Agreement

2.1     All orders for services are accepted by Global Underwater Hub Limited (hereinafter referred to as GUH) subject to these terms and conditions of sale. No other terms will apply to the supply of services unless agreed in writing by GUH.

2.2.    This Agreement contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written.

2.3    No waiver of any term, provision, or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, will be deemed to be, or be construed as, a further or continuing waiver of that term, provision or condition or any other term, provision or condition of this Agreement.

2.4    The Customer may not assign, charge, sub-contract or otherwise transfer this Agreement, or any of his rights or obligations arising under this Agreement. Any attempt by the customer to do so shall be null and void. GUH may assign, charge, sub-contract or otherwise transfer this Agreement, or any of our rights or obligations arising under this Agreement, at any time – providing such action does not serve to reduce the guarantees benefiting you under this Agreement.
 
2.5    This Agreement may only be varied by an instrument in writing signed by both GUH and the Customer.

2.6    This Agreement is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any other person. The right of the parties to terminate, rescind, or agree any amendment, variation, waiver or settlement under this Agreement is not subject to the consent of any person who is not a party to this Agreement.

3.    Availability

3.1    Exhibiting at any GUH event is open to companies which are engaged in any aspect of subsea technology, or ocean related technology, or underwater technology, or offer a service related directly to any aspect of subsea technology, or ocean related technology, or underwater technology. GUH reserves the right to decline any order that in its sole belief is inappropriate, may cause offence or harm, or is not relevant to the event.
 
4.    Prices

4.1     This event shall be subject to the scale of fees as detailed in the pricing schedule.

4.2     Ordinary and Overseas members shall be entitled to the discounted member rate as listed in the pricing schedule as long as their membership subscription is fully paid and no other money is overdue from the Member to the Company at the time of the event. Non members shall not be entitled to a discount, and shall be required to pay the non-members’ rate for services as defined in the price schedule.

4.3     Prices are GUH prices ruling at the date of placement of order. All prices quoted are net of taxes including, but not limited to, VAT, importation duty and other levies that may be applicable. If extra expense is incurred as a result of the Customer's instructions, GUH shall be entitled to recover such extra expense from the Customer.

4.4     In the event that a company intends sharing a stand with others, then an additional levy shall be applied to the stand-holder of £300.00 + VAT (GUH members) or £360.00 + VAT (non-members) to have additional stand- holders’ information included in the directory.

4.5     Members who wish to share stand space with a non member shall be liable for the non members’ rate as detailed in the schedule of prices.

5.     Placement of Order

5.1      Orders shall be placed by completing a booking form and returning it signed by an authorised person of the Customer, accompanied by a valid purchase order reference. This order shall be binding on the Customer and the Customer shall be liable for payment in full upon placement of order with GUH.

5.2      The Customer is responsible for ensuring the accuracy and completeness of information on the booking form, including its company name and address, contact details and relevant company Information required on the booking form.

5.3     GUH shall provide details of available space for exhibitors and will, wherever possible, endeavour to meet the Customer’s requirements. However GUH shall be under no obligation to meet specific customer requirements and shall allocate space in its sole discretion.

5.4     GUH shall provide an internet link to the compiled exhibitor information. The Exhibitor shall be responsible for verifying the accuracy of the listing information and for advising of any errors or omissions. This should be done immediately upon receipt of the link information, but in all cases, notification of errors must be received in by email no later than 4 weeks before the event.

5.5     Where bookings are made for the exhibition within 6 weeks of the event commencing, GUH will endeavor to provide listing information in the exhibition catalogue. However, GUH will be under no obligation to provide such a listing.

6.    Confirmation of Order

6.1     After receiving an order GUH shall acknowledge receipt and shall invoice the amount payable to the Customer. Where exhibition space is purchased, GUH shall advise a provisional stand number and shall provide details of the location and dimensions of the space that the Exhibitor will be occupying.

6.2     GUH reserve the right to decline any order that in its sole belief is inappropriate, may cause offence or harm, or is not relevant to the event.

6.3     GUH reserves the right to alter the layout of the exhibition area for operational reasons, and to add or remove exhibit locations at its sole discretion.

6.4     The Exhibitor may request an alternative space allocation in the event that the space allocated materially changes, but any offer of alternative location shall be at the sole discretion of GUH.

7.    Terms of Payment

7.1     All sales of services shall be chargeable at the time of booking, and an invoice shall be submitted by GUH to the customer. Payment terms are 100% on order placement, payable within 30 days from date of invoice. In the event that payment is not received within 30 days, GUH reserve the right to re-allocate space and/or cancel the order.

7.2     In the event that the Customer makes a booking within 30 days of the event commencement, full payment shall be forwarded immediately upon booking. GUH reserves the right to decline access to any part of the event for customers who have not made payment prior to the event.

7.3     Payment may be made by cheque, bank transfer or by credit card facilities.

8.    Use of Space

8.1     Exhibitors may use their allocated space for the purposes of exhibiting trade products and/or 
services in relation to their business.

8.2     Exhibits shall be safe and shall comply with all applicable laws. Moving objects shall be suitably guarded and shall at all times be supervised by competent personnel.

8.3    GUH reserves the right to require any device that does not meet these requirements to be switched off, isolated and/or removed.

8.4     The exhibitor shall maintain their respective stand boundary within the allocated space.

9.    Change of Order

9.1     If the Customer wishes to alter their booking, then this shall be subject to the agreement of GUH which shall be at its sole discretion.
 
9.2     For exhibition space, should the Customer wish to reduce or cancel the order, then GUH shall endeavor to re- sell the space. In the event that the space is re-sold, a handling fee of 25% of the value of the space shall be levied. If the space is not re-sold, then the Customer shall be liable for the full fee in respect of the commitment within the order, and this shall be payable in full to GUH.

9.3    For event tickets, cancellations one month before the event will receive a 50% refund of booking fee. Within one month (30 days) of the event, no refunds will be permitted. Bookings fees can be held over to future events by contacting events@theguh.co.uk

10.    Risk & Liability

10.1     Except as expressly provided in these terms and conditions of sale all implied warranties, terms and conditions (whether statutory or otherwise) are excluded to the fullest extent permitted by law.

10.2     GUH will not be liable for any loss, whether material or otherwise, except where required by law, for any act or omission in relation to this event.

10.3     The Customer shall be responsible for insuring their property for all risks, and GUH shall be indemnified for any and all claims in relation to the exhibitor’s property.

11.    Force Majeure

11.1     If the performance of the contract shall be delayed by any circumstances or conditions beyond the control of GUH including (but without prejudice to the generality of the foregoing): war, industrial disputes, strikes, lockouts, riots, fire, storm, Act of God, accidents, non-availability or shortage of materials or labour, any statute, rule, by law, order or requisition made or issued by any Government or Government Department, local or other duly constituted authority, then GUH shall have the right to suspend further performance of the contract until such time as the cause of the delay shall no longer be present.

11.2     If the performance of the contract by GUH shall be prevented by any such circumstances or conditions beyond the control of GUH, then GUH shall have the right to be discharged from further performance of and liability under the contract. If GUH exercises such right the Customer shall thereupon pay the contract price.
 
12.    Enforceability

12.1     If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect, and such invalid or unenforceable provisions or portion thereof shall be deemed omitted.
 
13.    Prevailing Law

13.1     The contract shall be subject to and interpreted in accordance with the laws of Scotland and Customer agree to submit to the non-exclusive jurisdiction of the Scottish courts.
 
Global Underwater Hub Advertising - Terms and Conditions
 
1.    Interpretation

1.1    In these Conditions, the following definitions apply:

Advertising Benefits: the benefits which attach to and derive from an advert published in any media by GUH.

Advertising Booking Form: the Advertising Booking Form completed by Global Underwater Hub (“GUH”) and the Advertiser.

Conditions: these terms and conditions.

Contract: the contract between GUH and the Advertiser, comprising the Advertising Booking Form and these Conditions, formed in accordance with clause 2.

GUH: Global Underwater Hub Limited a private company limited by guarantee without share capital (Registered number SC266233) having its registered office at 1 Abercrombie Court Prospect Road Arnhall Business Park Westhill AB32 6FE.

Member: a fully paid-up member of GUH.

Privacy Policy: the policies (Privacy Policy and Data Protection Policy) covering GUH use of personal data which can be viewed at https://guh.powerappsportals.com/terms-and-conditions/

Advertiser: the company specified in the Advertising Booking Form.

Advertising Amount: the amount payable by the Advertiser to GUH, as set out in the Advertising Booking Form.
 
1.2    In these Conditions, the following rules of interpretation apply:
 
         (a) words in the singular include the plural and vice versa and words in one gender include any other gender; and
         (b) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted and includes any subordinate legislation made under that statute or statutory provision, as amended or re- enacted.
 
2.    Basis of Contract

2.1    The signed Advertising Booking Form is an offer by the Advertiser in accordance with these Conditions and does not constitute a contract between GUH and the Advertiser.
 
2.2    The Contract between GUH and the Advertiser shall only be formed when GUH confirms acceptance of the Advertising Booking Form in writing.

2.3    These Conditions apply to the Contract to the exclusion of any other terms that the Advertiser seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
 
2.4    The Advertiser warrants that the person submitting and signing the Advertising Booking Form is fully authorised to enter into the Contract on behalf of the Advertiser.
 
3.    Advertising Amount and Payment

3.1    The Advertiser shall pay the Advertising Amount within 30 days of receipt of an invoice from GUH and prior to the publication date. GUH shall issue an invoice for the Advertising Amount on the date of the Contract.
 
3.2    The Advertising Amount is exclusive of any VAT that may be or become payable at the applicable rate.
 
3.3    The Advertiser must pay the Advertising Amount in cleared funds prior to publication. In the event that payment is not made GUH may at its sole discretion not publish the advert in question.
 
3.4    No deductions may be made from, nor purported right of set-off exercised in relation to the Advertising Amount.
 
3.5    Advertisers that book in bulk ("block booking") commit to pay for multiple adverts and will receive a discounted block booking rate. GUH will invoice for each advert booked one month (30 days) prior to each magazine's advertising deadline in which the advert will appear. Cancellation of a block booking by the Advertiser or GUH at any point will forfeit the discount and the Advertiser will be liable for the remaining balance due.
 
4.    Advertisers' Obligations

4.1    The Advertiser shall not exercise or use the Advertising Benefits in any way which, in the reasonable opinion of GUH, is prejudicial to the image or reputation of GUH.
 
4.2    The Advertiser shall:
 
         (a) in consultation with GUH, publicise and promote the Publication in which the advert appears in such manner as the Advertiser thinks fit in the course of exercising the Advertising Benefits; and
         (b) cooperate with GUH in any promotion possibilities for the marketing exposure of the Publication.
 
4.3    The Advertiser shall be fully responsible for the delivery of its advert by the deadlines as specified by GUH in the agreement.
 
4.4    The Advertiser shall indemnify and keep indemnified GUH (and any third parties including any other attendees) against any claims, losses, damages, costs (including all reasonable legal costs), expenses, demands or liabilities resulting from or arising from any breach of this clause 4.
 
5.    Cancellation
 
5.1    GUH has the right to cancel the Publication due to circumstances beyond its reasonable control. In such circumstances, if publication is rescheduled the Advertiser may carry over the advert to the next edition. For the avoidance of doubt, the Advertiser shall not be entitled to a refund of Advertising or any other expenses. If the publication is cancelled, GUH shall refund to the Advertiser any Advertising Amount paid in respect of the cancelled Publication. For the avoidance of doubt, any refund shall be limited to the Advertising Amount, and shall not include expenses incurred by the Advertiser.
 
5.2    If GUH cancels the Publication other than pursuant to clause 5.1, GUH shall refund a reasonable proportion of the Advertising Amount to the Advertiser, except that GUH shall not refund Advertising Amount to the extent that GUH has already committed expenditure or irrevocably agreed to commit expenditure in respect of the Advertiser's advert in the publication.
 
6.    Liability

6.1    Nothing in the Contract limits or excludes GUH's liability for:
 
a. fraud or fraudulent misrepresentation; or
b. any other liability which cannot by law be limited or excluded during or become apparent as a result of publication of the advert;
c. direct loss of profits or revenue;
d. direct loss of anticipated profits or revenue;
e. direct loss of contracts;
f.  direct loss of savings or anticipated savings;
g. any costs or expenses incurred by the Advertiser or its Representatives in connection with the cancellation or rescheduling of publication; or
h. any other indirect or consequential loss.

6.2    Subject to clause 6.1, GUH's maximum aggregate liability in contract, tort (including negligence) or otherwise, howsoever arising, out of or in connection with this Contract, shall be limited to the Advertising Amount paid under this Contract.
 
6.3    GUH shall have no liability whatsoever or howsoever arising in respect of any claim of which it is not notified in writing prior to the first anniversary of this publication.

7.    Publicity
 
7.1    GUH may use information provided by the Advertiser in publicity and sales materials prior to publication. GUH is not responsible for any translation of the information provided by the Advertiser, and the Advertiser is advised to check the accuracy of any translation.
 
8.    Termination

8.1    GUH has the right to terminate the Contract with immediate effect by giving written notice to the Advertiser if the Advertiser fails to pay any monies due to GUH (including membership fees), whether under this Contract or otherwise.
 
8.2    If the Contract is terminated by GUH under clause 8.1, the Advertiser shall not be entitled to a refund of any Advertising Amount paid.
 
8.3    The Advertiser has the right to terminate the Contract at will with immediate effect by giving written notice to GUH, provided that it has paid the Advertising Amount to GUH in cleared funds. If the Advertiser terminates the Contract under this clause
8.3 and the date of cancellation is:
 
(a) more than three months prior to publication, GUH shall refund 75% of the Advertising Amount;
(b) between two months and three months prior to publication, GUH shall refund 50% of the Advertising Amount; or
(c)  less than two months prior to the Event, GUH shall not refund any of the Advertising Amount.
 
Any refund by GUH shall be paid within 90 days of termination of the Contract.
 
8.4    Either party has the right to terminate the Contract immediately by notice in writing if the other party:
 
(a)  is in material breach of any term of the Contract which would reasonably be regarded as serious. If such a breach is capable of being remedied so that it would no longer be a breach, the right to terminate only exists if the party at fault fails to take steps to remedy the breach within 30 days of notice from the innocent party; and
(b) becomes insolvent, bankrupt or has a receiver, manager, administrative receiver or liquidator appointed (as applicable).
 
8.5    The Contract will automatically terminate once Publication has taken place (or if the Contract is for a series of adverts, once the last advert has taken place).

8.6    Termination or expiry of the Contract will not affect the rights and obligations of the parties held prior to the Contract being terminated, and clauses 6.1, 7, 14 and 15 shall survive termination or expiry of the Contract.
 
8.7    On termination of the Agreement GUH will remove the Advertising Material and the Advertiser shall pay within seven (7) days for all fees and charges payable up to the date of termination. Termination of this Agreement shall be without prejudice to any rights of a party accrued before termination.  
 
9.    Force Majeure

9.1    Neither party shall be liable for any failure to perform, or delay in performance of, any of its obligations under the Contract which is caused by acts, events, omissions or non-events outside its reasonable control (these are commonly known as "Force Majeure Events").
 
9.2    Force Majeure Events include, amongst others, interruptions in power supply, severe weather conditions, fire, flood, storm, earthquake, volcanic eruption, epidemic, pandemic, war, acts of terrorism, riots, uprisings, strikes and restrictions in obtaining materials and labour.
 
10.    Errors

It is the responsibility of the Advertiser to check upon the first appearance of the Advertising Material and notify GUH immediately of any errors. GUH assumes no responsibility for the correction of any  errors unless notified by the Advertiser. In the event of any error or omission in the appearance of Advertising Material which is caused by GUH , GUH will at its sole discretion either republish the Advertising Material (or relevant part thereof or make any reasonable refund or adjustment to the Advertising Amount. No republication, refund or adjustment will be made where the error, misprint or omission does not materially detract from the advertisement.
   
11.    Warranties

The Advertiser warrants to GUH:
 
(i) the reproduction of the Advertising Material shall not infringe any copyright, trade mark, right of privacy, right of publicity, or personality or any other right of any nature of any third party 
(ii) where any advertising material contains the name or pictorial representation (photographic or otherwise) of any living person and/or any part of a living person and/or any copy by which any living person is or can be identified, the Advertiser has obtained the authority of such living person to make use of such name, representation and/or copy 
(iii) in relation to any investment advertisement the Advertising Material has been approved by a person authorized under the relevant legislation; 
(iv) the Advertising Material and any claims made therein comply with all relevant laws regulations and advertising codes (e.g The UK Code of Non-Broadcasting, Advertising, Sales, Promotion and Direct Marketing) and any other standards communicated to the Advertiser by GUH from time to time; 
(v) do not contain any material that is misleading, deceptive, obscene, blasphemous, defamatory, infringing of any rights of any third party or is otherwise legally actionable under any civil or criminal laws in force in any jurisdiction than which the Advertising Material will be accessible,
(vi) do not contain and will not distribute any viruses, spyware, malware, or other malicious or destructive code; and (vii) do not contain any material which might bring GUH, its products or partners into disrepute.
 
12.    Intellectual Property Rights
 
The Advertiser warrants and undertakes that it is and shall remain the owner (or expressly authorized by the owner ) of all intellectual property rights in the Advertising Material . The Advertiser hereby grants GUH a non-exclusive license to use the Advertising Material and to publish the Advertising Material as agreed in the Booking. Where any third party claims that any Advertising Material infringes the intellectual property rights of a third party the Advertiser shall notify GUH immediately and GUH may modify the Advertising Material or delete or replace any part of the Advertising Material or information contained in the Advertising Material.
 
12.1    Confidentiality and Data
 
Each Party agrees to keep confidential the terms of this Agreement and all other Information concerning the business and officers of the other party. This obligation will not apply in the case of any disclosure required by law or information which is already publicly available or in the possession of a party at the time of disclosure  by the other (other than as a result of a breach of any confidentiality obligation). The Advertiser agrees that it will not make any disclosure or public statement concerning the subject matter of this agreement without GUH’s prior written approval. The Advertiser will comply with all applicable data protection legislation including GDPR GUH’s privacy policy sets out how it will collect, use, store and destroy any personal data held by it.
 
13.    Information

13.1    The information which the Advertiser or Representatives supply to GUH may be used for publication (where the Advertiser or Representative provides details for inclusion in GUH's directories, catalogues or Advertiser lists and on GUH's website) and to provide the Advertiser with information about similar events.
 
13.2    The Advertiser acknowledges that the transmission of information over the internet is not completely secure, and any transmission of information by the Advertiser over the internet is at its own risk.
 
13.3    The Advertiser shall indemnify, and keep indemnified, GUH against all costs, expenses, damages, loss, liabilities, demands, claims, fines, actions or proceedings which GUH may suffer or incur arising out of the breach of this clause.
 
14.    General

14.1    The Contract sets out the entire agreement and understanding between the parties in respect of Publication and supersedes any prior agreements, arrangements, representations or understandings (whether oral or written) between the parties in relation to publication. Each party has entered into the Contract in reliance only on the terms specifically contained in the Contract, and except where stated in the Contract, neither party shall have any liability in respect of any other representation, warranty or promise made prior to the Contract.

14.2    Any notice to a party under the Contract shall be email as set out in the Advertising Booking Form (the Advertiser) and page one of these Conditions (GUH). If a notice is given in accordance with this clause it shall be deemed to have been received
if delivered by email, at the time of sending or, if the email is sent after 5pm or on a day other than a business day, at 9am on the following business day.
 
14.3    The Contract shall not be assigned or transferred in whole or in part by the Advertiser without the prior written consent of GUH.
 
14.4    If GUH fails to enforce a right under the Contract, that failure shall not prevent GUH from enforcing other rights, or the same type of right on a later occasion.
 
14.5    If a court or other authority decides that any provision of the Contract is not valid, or any such provision becomes illegal and unenforceable, the rest of the provisions of the Contract will not be affected.
 
14.6    No purported variation of the Contract shall be effective unless it has been recorded in writing and signed on behalf of each of the parties by their authorised representatives.
 
14.7    No term of the Contract is enforceable pursuant to the Contracts (Third Party Rights) (Scotland)  Act 2017 by any person who is not a party to it (including, but not limited to, the Representatives).
 
14.8    The Contract and any dispute, claim or obligation (whether contractual or non- contractual) arising out of or in connection with it, or its subject matter or formation shall be governed by Scottish law. The parties irrevocably agree that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) arising out of or in connection with it, or its subject matter or formation.
 
Global Underwater Hub Sponsorship - Terms & Conditions
 
 
 
1.    Interpretation
1.1    In these Conditions, the following definitions apply:

Sponsorship Booking Form: the Sponsorship Booking Form completed by GUH and the Sponsor.

Conditions: these terms and conditions.

Contract: the contract between GUH and the Sponsor, comprising the Sponsorship Booking Form and these Conditions, formed in accordance with clause 2.

GUH: Global Underwater Hub Limited a private company limited by guarantee without share capital (Registered Number SC266233) whose registered office is at 1 Abercrombie Court Westhill Aberdeenshire AB32 6FE.

Event: the event specified in the Sponsorship Booking Form.

Member: a fully paid-up member of GUH.

Privacy Policy: the policies (Privacy Policy and Data Protection Policy) covering GUH use of personal data which can be viewed at www.globalunderwaterhub.com/9367/privacy-policy

Representative: an individual employed by the Sponsor who may attend the Event on behalf of the Sponsor.

Sponsor: the company specified in the Sponsorship Booking Form.

Sponsorship Amount: the amount payable by the Sponsor to GUH, as set out in the Sponsorship Booking Form.

Sponsorship Benefits: the benefits available to the Sponsor set out in the Sponsorship Booking Form.
 
1.2    In these Conditions, the following rules of interpretation apply:
 
(a)    words in the singular include the plural and vice versa and words in one gender include any other gender: and
 
(b)    a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted and includes any subordinate legislation made under that statute or statutory provision, as amended or reenacted.
 
2.    Basis of Contract
2.1    The signed Sponsorship Booking Form is an offer by the Sponsor in accordance with these Conditions and does not constitute a contract between GUH and the Sponsor.
 
2.2    The Contract between GUH and the Sponsor shall only be formed when GUH confirms acceptance of the Sponsorship Booking Form in writing.
 
2.3    These Conditions apply to the Contract to the exclusion of any other terms that the Sponsor seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
 
2.4    The Sponsor warrants that the person submitting and signing the Sponsorship Booking Form is fully authorised to enter into the Contract on behalf of the Sponsor.
 
3.    Sponsorship Amount and Payment
3.1    The Sponsor shall pay the Sponsorship Amount within 30 days of receipt of an invoice from GUH. GUH shall issue an invoice for the Sponsorship Amount on the date of the Contract.
 
3.2    The Sponsorship Amount is exclusive of any VAT that may be or become payable at the applicable rate.
 
3.3    The Sponsor must pay the Sponsorship Amount in cleared funds prior to the Event.
 
3.4    No deductions may be made from, nor purported right of set-off exercised in relation to the Sponsorship Amount.
 
4.    Sponsors' Obligations
4.1    The Sponsor shall not exercise or use the Sponsorship Benefits in any way which, in the reasonable opinion of GUH, is prejudicial to the image or reputation of GUH or the Event.
 
4.2    The Sponsor shall:
 
(a)    in consultation with GUH, publicise and promote the Event in such manner as the Sponsor thinks fit in the course of exercising the Sponsorship Benefits; and
(b)    cooperate with GUH in any promotion possibilities for the marketing exposure of the Event.
 
4.3    The Sponsor shall ensure that all of its materials and products promoted, published, distributed or sold and which are associated with the Event are safe and fit for their intended use and shall comply with all relevant statutes, regulations, directives and codes in force. The Sponsor shall provide all such materials and products to GUH in advance for prior approval.
 
4.4    The Sponsor shall be fully responsible for the delivery of its materials and products to the Event.
 
4.5    The Sponsor shall be fully responsible for obtaining any permits, visas or other authorisations required for its Representatives to attend the Event and for ensuring that these are valid and up to date. GUH shall not be responsible for any losses suffered by the Sponsor as a result of the failure to obtain any such permits, visas or other authorisations or their withdrawal.
 
4.6    The Sponsor shall procure that each Representative adheres to all rules, procedures and policies that are notified to the Sponsor or the Representative and shall comply with all reasonable and lawful 
 
4.7    instructions given by any employee, officer or representative of GUH or the Event organiser or host (if not GUH).
 
4.8    Unless expressly agreed as part of the Sponsorship Benefits, the Sponsor shall procure that its Representatives do not use any photographic equipment, mobile or other device to record or transmit any data, images or presentations given at the Event without prior written permission from GUH.
 
4.9    GUH may refuse entry to, or expel from the Event, any Sponsor and/or Representative whose conduct breaches, or (in GUH's sole discretion) is likely to breach, clause 4.6 or whose conduct prejudices the proper and safe running of the Event or the enjoyment of the Event by other attendees. If this occurs, GUH shall not refund any Sponsorship Amount to the Sponsor.
 
4.10    The Sponsor shall indemnify and keep indemnified GUH (and any third parties including any other attendees) against any claims, losses, damages, costs (including all reasonable legal costs), expenses, demands or liabilities resulting from or arising from any breach of this clause 4.
 
5.     Event
5.1    GUH reserves the right to make changes to the published programme of the Event but not limited to, changes to the number of stands, timings, speakers or venue) at any time and does not guarantee the quality or content of the Event or the number of other sponsors (unless the Sponsor is the sole sponsor of the Event) attendees.
 
5.2    The views and opinions expressed by any speaker, sponsor, exhibitor or attendee at the Event are their own. GUH shall not be responsible for any advice given or view expressed by any speaker, exhibitor or attendee at the Event.
 
5.3    GUH has the right to cancel the Event due to circumstances beyond its reasonable control (which, for the avoidance of doubt, shall include insufficient numbers of bookings by exhibitors or attendees). In such circumstances, if the Event is rescheduled the Sponsor may attend the rescheduled Event. For the avoidance of doubt, the Sponsor shall not be entitled to a refund of Sponsorship Amount or any other expenses if it cannot attend the rescheduled Event. If the Event is not rescheduled, GUH shall refund to the Sponsor any Sponsorship Amount paid in respect of the cancelled Event. For the avoidance of doubt, any refund shall be limited to the Sponsorship Amount, and shall not include any travel, accommodation or other expenses (such as shipping or transport) incurred by the Sponsor in connection with the Event.
 
5.4    If GUH cancels the Event other than pursuant to clause 5.3, GUH shall refund a reasonable proportion of the Sponsorship Amount to the Sponsor, except that GUH shall not refund Sponsorship Amount to the extent that GUH has already committed expenditure or irrevocably agreed to commit expenditure in respect of the Sponsor's attendance at the Event.
 
6.    Event Materials
6.1    All intellectual property rights in and to any materials produced for the Event, excluding the Sponsor Materials, shall vest in or be assigned to GUH.

7.    Liability
7.1    Nothing in the Contract limits or excludes GUH's liability for:

(a)     injury or death as a result of GUH's negligence;
(b)    fraud or fraudulent misrepresentation; or
(c)    any other liability which cannot by law be limited or excluded.
 
7.2    Subject to clause 7.1 GUH shall not be liable for:

(a)    loss of or damage to any property belonging to the Sponsor or which may be sustained during or become apparent as a result of attendance at the Event;
(b)    direct loss of profits or revenue;
(c)    direct loss of anticipated profits or revenue;
(d)    direct loss of contracts;
(e)    direct loss of savings or anticipated savings;
(f)    any costs or expenses incurred by the Sponsor or its Representatives in connection with the cancellation or rescheduling of an Event; or
(g)    any other indirect or consequential loss.
 
7.3    Subject to clause 7.1, GUH's maximum aggregate liability in contract, tort (including negligence) or otherwise, howsoever arising, out of or in connection with this Contract, shall be limited to the greater of a sum equal to the Sponsorship Amount paid under this Contract and £10,000. Any sums refunded to the Sponsor shall not exceed GUH's maximum liability pursuant to this clause 7.3.
 
7.4    GUH shall have no liability whatsoever or howsoever arising in respect of any claim of which it is not notified in writing prior to the first anniversary of this Event.
 
8.    Travel and Freight Arrangements
8.1    GUH may recommend travel or freight agents or accommodation. Sponsors follow these recommendations at their own risk, and GUH shall not accept any liability whatsoever for any loss suffered by Sponsors or their Representatives as a result of following such recommendations.
 
8.2    GUH recommends that Sponsors make flexible travel and accommodation arrangements. If an Event is rescheduled, GUH shall not be responsible for the cost of cancelled arrangements.
 
9.    Export Control
9.1    The Sponsor shall be entirely responsible for obtaining and complying with the terms of any licences required under applicable law for the export and import of equipment, software, technology or materials used, required or displayed at Events.

9.2    The Sponsor shall indemnify and keep indemnified GUH (and any third parties including the Event organiser or host and other attendees) against any claims, losses, damages, costs (including all reasonable legal costs), expenses, demands or liabilities resulting from or arising from any breach of this clause 9.
 
10.    Publicity
10.1    GUH may use information provided by the Sponsor in publicity and sales materials prior to the Event. GUH is not responsible for any translation of the information provided by the Sponsor, and the Sponsor is advised to check the accuracy of any translation.

10.2    GUH may use photographs or quotes taken at Events in publicity and marketing materials, including on the GUH website at www.globalunderwaterhub.com . The Sponsor shall inform each Representative that if the Representative does not wish to be included in any photographs, the Representative must notify GUH staff prior to the photographs being taken.
 
11.    Termination
11.1    GUH has the right to terminate the Contract with immediate effect by giving written notice to the Sponsor if the Sponsor fails to pay any monies due to GUH (including membership fees), whether under this Contract or otherwise.
 
11.2    If the Contract is terminated by GUH under clause 11.1, the Sponsor shall not be entitled to a refund of any Sponsorship Amount paid.
 
11.3    The Sponsor has the right to terminate the Contract at will with immediate effect by giving written notice to GUH, provided that it has paid the Sponsorship Amount to GUH in cleared funds. If the Sponsor terminates the Contract under this clause 11.3 and the date of cancellation is:
 
(a)    more than four months prior to the Event, GUH shall refund 75% of the Sponsorship Amount;
(b)    between two months and four months prior to the Event, GUH shall refund 50% of the Sponsorship Amount; or
(c)    less than two months prior to the Event, GUH shall not refund any of the Sponsorship Amount.
 
Any refund by GUH shall be paid within 60 days of termination of the Contract.
 
11.4    Either party has the right to terminate the Contract immediately by notice in writing if the other party:
 
(a)    is in material breach of any term of the Contract which would reasonably be regarded as serious. If such a breach is capable of being remedied so that it would no longer be a breach, the right to terminate only exists if the party at fault fails to take steps to remedy the breach within 30 days of notice from the innocent party; and
(b)    becomes insolvent, bankrupt or has a receiver, manager, administrative receiver or liquidator appointed (as applicable).
 
11.5    The Contract will automatically terminate once the Event has taken place (or if the Contract is for a series of Events, once the last Event has taken place).
 
11.6    Termination or expiry of the Contract will not affect the rights and obligations of the parties held prior to the Contract being terminated, and clauses 4.9, 6.1, 7, 10, 11 and 14 shall survive termination or expiry of the Contract.
 
12.    Force Majeure
12.1    Neither party shall be liable for any failure to perform, or delay in performance of, any of its obligations under the Contract which is caused by acts, events, omissions or non-events outside its reasonable control (these are commonly known as "Force Majeure Events").
 
12.2    Force Majeure Events include any event out with the control of a party , and include without prejudice to the foregoing generality  amongst others, interruptions in power supply, severe weather conditions, fire, flood, storm, earthquake, volcanic eruption, epidemic, pandemic, war, acts of terrorism, riots, uprisings, strikes and restrictions in obtaining materials and labour.
 
13.    Insurance
13.1    The Sponsor shall ensure that it and its Representatives are fully insured against accident, injury, loss or damage of any nature including for employers' liability, product liability and public liability. The Sponsor shall comply with any reasonable requirements of GUH, the Event organiser or host and applicable law in this regard.
 
14.    Data Protection
14.1    GUH may require personal information (including contact details and dietary and health information) about Representatives during the booking process to ensure that the requirements of Representatives are met at the Event. This information shall be collected and used in accordance with GUH's Privacy Policy.
 
14.2    The information which the Sponsor or Representatives supply to GUH may be used for publication (where the Sponsor or Representative provides details for inclusion in GUH's directories, catalogues or Sponsor lists and on GUH's website) and to provide the Sponsor with information about similar events.
 
14.3    The Sponsor shall procure permission from each Representative for GUH to collect and process personal information relating to each Sponsor in accordance with this clause 14 and GUH's Privacy Policy.
 
14.4    The Sponsor acknowledges that the transmission of information over the internet is not completely secure, and any transmission of information by the Sponsor over the internet is at its own risk.
 
14.5    The Sponsor shall indemnify, and keep indemnified, GUH against all costs, expenses, damages, loss, liabilities, demands, claims, fines, actions or proceedings which GUH may suffer or incur arising out of the breach of this clause 14.
 
15.    General
15.1    The Contract sets out the entire agreement and understanding between the parties in respect of the Event and supersedes any prior agreements, arrangements, representations or understandings (whether oral or written) between the parties in relation to the Event. Each party has entered into the Contract in reliance only on the terms specifically contained in the Contract, and except where stated in the Contract, neither party shall have any liability in respect of any other representation, warranty or promise made prior to the Contract.
 
15.2    Any notice to a party under the Contract shall be in writing signed by or on behalf of the party giving it and shall be sent by prepaid first class post to the receiving party's address as set out in the Sponsorship Booking Form (the Sponsor) and page one of these Conditions (GUH) or by email to the relevant GUH office. If a notice is given in accordance with this clause, it shall be deemed to have been received by email, at the time of sending or, if the email is sent after 5pm or on a day other than a business day, at 9am on the following business day.
 
15.3    The Contract shall not be assigned or transferred in whole or in part by the Sponsor without the prior written consent of GUH.
 
15.4    If GUH fails to enforce a right under the Contract, that failure shall not prevent GUH from enforcing other rights, or the same type of right on a later occasion.
 
15.5    If a court or other authority decides that any provision of the Contract is not valid, or any such provision becomes illegal and unenforceable, the rest of the provisions of the Contract will not be affected.
 
15.6    No purported variation of the Contract shall be effective unless it has been recorded in writing and signed on behalf of each of the parties by their authorised representatives.
 
15.7    No term of the Contract is enforceable pursuant to the Contracts (Third Party Rights) (Scotland)  Act 2017 by any person who is not a party to it (including, but not limited to, the Representatives).
 
15.8    The Contract and any dispute, claim or obligation (whether contractual or non- contractual) arising out of or in connection with it, or its subject matter or formation shall be governed by Scottish law. The parties irrevocably agree that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) arising out of or in connection with it, or its subject matter or formation.
 
 
 
Subsea Expo Booking Terms & Conditions 
 
 
1.    Interpretation

1.1    In these Conditions, the following definitions apply:

Booking Form: the booking form provided by GUH and completed by the Exhibitor.

Charges: the charges payable by the Exhibitor.

Conditions: these terms and conditions.

Contract: the contract between Global Underwater Hub (“GUH”) and the Exhibitor, comprising the Booking Form and these Conditions and the Exhibitor Manual (if any) as, formed in accordance with clause 2.

Exhibitor: the company specified in the Booking Form.

Exhibitor Manual: the manual for Exhibitors which may be issued by GUH in relation to the Event.

GUH: Global Underwater Hub Limited a private company limited by guarantee without share capital registered in Scotland at 1 Abercrombie Court, Westhill, AB32 6FE with company number SC266233
 
Venue: P&J Live East Burn Road Aberdeen AB21 9FX

Event: Subsea Expo.

Member: a fully paid-up member of GUH.

Privacy Policy: the policies (Privacy Policy and Data Protection Policy) covering GUH's use of personal data which can be viewed at http://www.globalunderwaterhub.com/9367/privacy-policy.

Representative: an individual employed by the Exhibitor who may attend the Event on behalf of the Exhibitor.

1.2    In these Conditions, the following rules of interpretation apply:
 
(a)    words in the singular include the plural and vice versa and words in one gender include any other gender; and
(b       a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted and includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
 
2.    Basis of Contract

2.1    The Booking Form is an offer by the Exhibitor in accordance with these Conditions and does not constitute a contract between GUH and the Exhibitor.

2.2    After the Exhibitor submits the Booking Form, GUH shall send the Exhibitor an email acknowledging that it has received the Booking Form. However, this does not mean that the Booking Form has been accepted or a contract has been formed.
 
2.3    GUH shall confirm acceptance of the Exhibitor's Booking Form when it receives payment in cleared funds by sending a confirmation email. The Contract between GUH and the Exhibitor shall only be formed when the confirmation email is sent.
 
2.4    These Conditions apply to the Contract to the exclusion of any other terms that the Exhibitor seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
 
2.5    The Exhibitor warrants that the person submitting the Booking Form is fully authorised to enter into the Contract on behalf of the Exhibitor.
 
3.    Charges and Payment

3.1    The Exhibitor shall pay the Charges within 30 days of receipt of an invoice from GUH. Invoices shall be issued in accordance with the Booking Form.
 
3.2    If the Customer ceases to be a Member, the Customer shall, on request by GUH, pay any additional Charges applicable to non-Members.
 
3.3    GUH may adjust the charges relating to the provision of space and stand construction based on actual costs and the Exhibitor shall pay any additional amount on demand. The Exhibitor shall pay the costs of any additional site services, including but not limited to group telephones, refreshments and publicity, on receipt of invoice.
 
3.4    In the event that a company intends sharing a stand with others, then an additional levy shall be applied to the stand-holder of £500.00 + VAT (GUH members) or £750.00 + VAT (non-members) to have additional    stand-holders’    information    included    in    the    directory. Members who wish to share stand space with a non-member shall be liable for the non-members’ rate as detailed in the schedule of prices.
 
3.5    All Charges are subject to VAT at the applicable rate.
 
3.6    The Exhibitor must pay all Charges in cleared funds prior to the Event.
 
3.7    If the Exhibitor fails to make any payment due to GUH under the Contract by the due date for payment, then, without limiting GUH's remedies under clause 12, the Exhibitor shall pay interest on the overdue amount at the rate of eight per cent (8%) per annum. 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 Exhibitor shall pay the interest together with the overdue amount.
 
3.8    GUH may deduct from any sums due or which may become due to the Exhibitor under this or any other contract with GUH, any sum which is due or which may become due to GUH from the Exhibitor under this or any other contract.
 
4.    Exhibitors

4.1    If any Representative has any dietary or access requirements, the Exhibitor shall notify GUH of such in accordance with the terms of the Exhibitor Manual.
 
4.2    The Exhibitor shall be fully responsible for obtaining any permits, visas or other authorisations required for its Representatives to attend the Event and for ensuring that these are valid and up to date. GUH shall not be responsible for any losses suffered by the Exhibitor as a result of the failure to obtain any such permits, visas or other authorisations or their withdrawal.
 
4.3    The Exhibitor shall procure that each Representative adheres to all rules, procedures and policies that are notified to the Exhibitor or the Representative and shall comply with all reasonable and lawful instructions given by any employee, officer or representative of GUH or the Venue.
 
4.4    GUH may refuse entry to, or expel from the Event, any Exhibitor and/or Representative whose conduct breaches, or (in GUH's sole discretion) is likely to breach, clause 4.4 or whose conduct prejudices the proper and safe running of the Event or the enjoyment of the Event by other attendees. If this occurs, GUH shall not refund any Charges to the Exhibitor.
 
4.5    The Exhibitor shall indemnify and keep indemnified GUH (and any third parties including the Event organiser and other attendees) against any claims, losses, damages, costs (including all reasonable legal costs), expenses, demands or liabilities resulting from or arising from any breach of this clause 4.
 
5.    Event

5.1    GUH reserves the right to make changes to the published programme of the Event (including, but not limited to, changes to the number of stands, timings, speakers or venue) at any time and does not guarantee the quality or content of the Event or the number of other exhibitors or attendees.
 
5.2    The views and opinions expressed by any speaker, exhibitor, sponsor or attendee at the Event are their own. GUH shall not be responsible for any advice given or view expressed by any speaker, exhibitor, sponsor or attendee at the Event or in any material provided to the Exhibitor or its Representatives.
 
5.3    GUH has the right to cancel the Event due to circumstances beyond its reasonable control (which, for the avoidance of doubt, shall include insufficient numbers of bookings by Exhibitors or attendees). In such circumstances, if the Event is rescheduled the Exhibitor may attend the rescheduled Event. For the avoidance of doubt, the Exhibitor shall not be entitled to a refund of Charges or any other expenses if it cannot attend the rescheduled Event. If the Event is not rescheduled, GUH shall refund to the Exhibitor any Charges paid in respect of the cancelled Event. For the avoidance of doubt, any refund shall be limited to the Charges, and shall not include any travel, accommodation or other expenses (such as shipping or transport) incurred by the Exhibitor in connection with the Event.
 
5.4    If GUH cancels the Event other than pursuant to clause 5.3, GUH shall refund a reasonable proportion of the Charges to the Exhibitor, except that GUH shall not refund Charges to the extent that GUH has already committed expenditure or irrevocably agreed to commit expenditure in respect of the Exhibitor's attendance at the Event.
 
5.5    GUH may provide an Exhibitor Manual including additional information about the Event and the Exhibitor's responsibilities. The Exhibitor shall be responsible for reading and complying with any Exhibitor Manual and GUH shall not be responsible for any failure by the Exhibitor to do so. The terms of the Exhibitor Manual are deemed included in these terms and compliance with the terms of any  Exhibitor Manual shall be deemed a material condition. 
 
6.    Exhibition Stand and Space

6.1    Individual stands are allocated on a first-come, first-served basis. GUH shall use its reasonable efforts to provide the size of stand and Shell Scheme/Space only requested by the Exhibitor but cannot guarantee in advance the hall, position, Shell Scheme, configuration of stand or total stand size. GUH may adjust Charges based on actual costs in accordance with clause 3.3
 
6.2    GUH reserves the right to move the location of the Exhibitor's stand, or to alter the size of an Exhibitor's stand but only to the minimum extent necessary. The Exhibitor shall be liable for any consequential increase in charges.
 
6.3    GUH shall take reasonable care to allocate space to Exhibitors which avoids inclusion of pillars and other obstructions or physical restrictions but the Exhibitor acknowledges that this shall not always be possible.
 
6.4    The Exhibitor shall ensure that the space, stand and Shell Scheme allocated to it are adequate for its needs.
 
6.5    The Exhibitor shall not:
(a)    embellish the identity panels of its stand by using graphics outside or above the allocated stand space dimensions or 2.5 metres high;
(b)    use any materials, logos or displays that are obscene, offensive or defamatory or which would otherwise bring the reputation of GUH or the Event into disrepute; or
 
6.6    The Exhibitor shall be liable for any damage it or its Representatives cause to the Shell Scheme
and stand and any other facilities provided by GUH or the Venue, except that the Exhibitor shall not be liable for fair wear and tear.

7.    Liability

7.1   Nothing in the Contract limits or excludes GUH's liability for:
 
(a)    personal injury or death as a result of GUH's negligence; 
(b)    fraud or fraudulent misrepresentation; or
(c)    any other liability which cannot by law be limited or excluded.
 
7.2   Subject to clause 8.1, GUH shall not be liable for:

(a)    property damage which may be sustained during or become apparent as a result of attendance at the Event;
(b)    direct loss of profits or revenue;
(c)    direct loss of anticipated profits or revenue;
(d)    direct loss of contracts;
(e)    direct loss of savings or anticipated savings;
(f)     any costs or expenses incurred by the Exhibitor or its Representatives in connection with the cancellation or rescheduling of an Event; or
(g)    any other  indirect or consequential loss.
 
7.3    Subject to clause 8.1, GUH's maximum aggregate liability in contract, tort (including negligence) or otherwise, howsoever arising, out of or in connection with this Contract, shall be limited to the higher of a sum equal to the Charges paid or payable under this Contract and £10,000. Any sums refunded to the Exhibitor shall not exceed GUH's maximum liability pursuant to this clause 8.3.
 
7.4    GUH shall have no liability whatsoever or howsoever arising in respect of any claim of which it is not notified in writing prior to the first anniversary of this Event.
 
8.    Travel and Freight Arrangements

8.1    GUH may recommend travel or freight agents or accommodation. Exhibitors follow these recommendations at their own risk, and GUH shall not accept any liability whatsoever for any loss suffered by Exhibitors or their Representatives as a result of following such recommendations.
 
8.2    GUH recommends that Exhibitors make flexible travel and accommodation arrangements. If an Event is rescheduled, GUH shall not be responsible for the cost of cancelled arrangements.
 
9.    Export Control

9.1    The Exhibitor shall be completely responsible for any necessary applicable licences for export and import of equipment used, required or displayed at Events.

9.2    The Exhibitor shall indemnify and keep indemnified GUH (and any third parties including the Event organiser or host and other attendees) against any claims, losses, damages, costs (including all reasonable legal costs), expenses, demands or liabilities resulting from or arising from any breach of this clause 10.
 
10.    Publicity

10.1    GUH may use information provided by the Exhibitor in publicity and sales materials prior to the Event. GUH is not responsible for any translation of the information provided by the Exhibitor, and the Exhibitor is advised to check the accuracy of any translation.
 
10.2    GUH may use photographs or quotes taken at Events in publicity and marketing materials, including on the GUH websites at www.SubseaExpo.com and www.globalunderwaterhub.com The Exhibitor shall procure permission from each Representative for the taking and use of such photographs. The Exhibitor shall inform each Representative that if the Representative does not wish to be included in any photographs, the Representative must notify GUH staff prior to the photographs being taken.
 
11.    Termination

11.1     GUH has the right to terminate the Contract with immediate effect by giving written notice to the Exhibitor if the Exhibitor fails to pay any monies due to GUH (including membership fees), whether under this Contract or otherwise.
 
11.2    If the Contract is terminated by GUH under clause 12.1, the Exhibitor shall not be entitled to a refund of any Charges paid.
 
11.3    The Exhibitor has the right to terminate the Contract at will with immediate effect by giving written notice to GUH provided that it has paid 100% of the Charges in cleared funds. If the Exhibitor terminates the Contract under this clause 12.3 and the date of cancellation is:
 
(a)    6 months or more prior to the Event, GUH shall refund 75% of the Charges;
(b)    Between 6 months and 3 months prior to the Event, GUH shall refund 50% of the Charges; or
(c)    3 months or less prior to the Event, GUH shall not refund any Charges.
 
11.4    Either party has the right to terminate the Contract immediately by notice in writing if the other party:
 
(a)    is in material breach of any term of the Contract which would reasonably be regarded as serious. If such a breach is capable of being remedied so that it would no longer be a breach, the right to terminate only exists if the party at fault fails to take steps to remedy the breach within 30 days of notice from the innocent party; and
(b)    becomes insolvent, bankrupt or has a receiver, manager, administrative receiver or liquidator appointed (as applicable).
 
11.5    The Contract will automatically terminate once the Event has taken place.
 
11.6    Termination or expiry of the Contract will not affect the rights and obligations of the parties held prior to the Contract being terminated, and clauses 4.7, 6.6. 7.1, 8, 11, 12 and 15 shall survive termination or expiry of the Contract.
 
12.    Force Majeure

12.1    Neither party shall be liable for any failure to perform, or delay in performance of, any of its obligations under the Contract which is caused by acts, events, omissions or non-events outside its reasonable control (these are commonly known as "Force Majeure Events").
 
12.2    Force Majeure Events means any event out with the control of a party and  includes (without prejudice to the foregoing generality) , amongst others, interruption in power supply, severe weather conditions, fire, flood, storm, earthquake, volcanic eruption, epidemic, pandemic, war, acts of terrorism, riots, uprisings, strikes and restrictions in obtaining materials and labour.
 
13.    Insurance

13.1    The Exhibitor shall ensure that it and its Representatives are fully insured against accident, injury, loss or damage of any nature including for employers' liability, product liability and public liability. The Exhibitor shall comply with any reasonable requirements of GUH and the Venue and applicable law in this regard.
 
14.    Data Protection
 
14.1    GUH may require personal information (including contact details and dietary and health information) about Representatives during the booking process to ensure that the requirements of Representatives are met at the Event. This information shall be collected and used in accordance with GUH's Privacy Policy.
 
14.2    The information which the Exhibitor or Representatives supply to GUH may be used for publication (where the Exhibitor or Representative provides details for inclusion in GUH's Exhibitor lists and on GUH's websites) and to provide the Exhibitor with information about similar events.
 
14.3    The Exhibitor shall procure permission from each Representative for GUH to collect and process personal information relating to each Representative in accordance with this clause 15 and GUH's Privacy Policy.
 
14.4    The Exhibitor acknowledges that the transmission of information over the internet is not completely secure, and any transmission of information by the Exhibitor over the internet is at its own risk.
 
14.5    The Exhibitor shall indemnify, and keep indemnified, GUH against all costs, expenses, damages, loss, liabilities, demands, claims, fines, actions or proceedings which GUH may suffer or incur arising out of the breach of this clause 15.
 
15.    General

15.1    The Contract sets out the entire agreement and understanding between the parties in respect of the Event and supersedes any prior agreements, arrangements, representations or understandings (whether oral or written) between the parties in relation to the Event. Each party has entered into the Contract in reliance only on the terms specifically contained in the Contract, and except where stated in the Contract, neither party shall have any liability in respect of any other representation, warranty or promise made prior to the Contract.
 
15.2    Any notice to a party under the Contract shall be in writing signed by or on behalf of the party giving it and shall be sent by email to events@theguh.co.uk in the case of GUH and in the case of the Exhibitor to the email address provided in the Booking Form. If a notice is given in accordance with this clause 14.2, it shall be deemed to have been received at the time of sending or, if the email is sent after 5pm or on a day other than a business day, at 9am on the following business day. A business day being any day which is not a Saturday or Sunday or a public holiday in the United Kingdom.
 
15.3    The Contract shall not be assigned or transferred in whole or in part by the Exhibitor without the prior written consent of GUH.
 
15.4    If GUH fails to enforce a right under the Contract, that failure shall not prevent GUH from enforcing other rights, or the same type of right on a later occasion.
 
15.5    If a court or other authority decides that any provision of the Contract is not valid, or any such provision becomes illegal and unenforceable, the rest of the provisions of the Contract will not be affected.
 
15.6    No purported variation of the Contract shall be effective unless it has been recorded in writing and signed on behalf of each of the parties by their authorised representatives.
 
15.7    No term of the Contract is enforceable pursuant to the Contracts (Third Party Rights) (Scotland) Act 2017 by any person who is not a party to it (including, but not limited to, the Exhibitor's Representatives).
 
15.8    The Contract and any dispute, claim or obligation (whether contractual or non-contractual) arising out of or in connection with it, or its subject matter or formation shall be governed by Scottish law. The parties irrevocably agree that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) arising out of or in connection with it, or its subject matter or formation.
 
COMPETITION COMPLIANCE STATEMENT

We recognise the importance of ensuring that Global Underwater Hub (“GUH”) and the underwater
sectors as a whole are and remain compliant with competition law and anti-trust law. We also want to
be able to demonstrate to our members, partners and regulators that we encourage competition in
the UK subsea market fairly, lawfully and with integrity at all times.

This statement describes the general principles which underlie competition law and principles with
which we abide and encourage our members to abide by. This statement should be regarded as a tool
which raises awareness to promote and support compliance with competition law.

Overview of the law

Competition law in the UK is primarily contained in the Competition Act 1998, which brings into force
certain EU competition rules from the Treaty of the Functioning of the European Union. The object of
these competition laws is to:
 
  • prohibit agreements or contracts which seek to restrict competition;
  • prohibit abuse of a dominant position in a market; and
  • make hardcore cartel activity a criminal offence.

Although competition law is generally enforced worldwide, there is no single global competition
statute. All members and employees of GUH should be aware that, wherever they do business in the
world, they need to comply with relevant national competition laws. In particular, dealings in the US
may be subject to federal and state anti-trust laws. In this respect it is important to recognise that
actions taken in one country may have an impact in others, and certain actions can be subject to the
laws of various countries.

The Competition and Markets Authority (“CMA”) is the main regulator and enforcer of competition
law in the UK, responsible for investigating potential breaches of competition law and relevant merger
situations which may substantially lessen competition in a particular market.

Penalties for breaching competition law are severe, and include:
 
  • fines of up to 10% of global turnover;
  • contracts being considered null and void, which means they cannot be enforced;
  • criminal liability punishable by imprisonment and / or fines (this extends to individuals involved
    in cartel activity);
  • disqualification of directors;
  • reputational damage; and
  • lengthy and costly regulatory investigations.
Regulatory investigations in particular can impact a whole industry, as often competitors, suppliers,
customers and trade associations are required to assist and input into an investigation into one party.
The CMA also has the power to conduct market-wide investigations into competition.

Due to the severity of the potential sanctions which may be enforced as a result of a breach of
competition law, it is of utmost importance that any member of GUH suspecting any potentially
breaching behaviour reports this to the Chief Executive of GUH as soon as possible.

Competition law and the UK subsea industry

GUH’s role is to promote and champion the UK subsea industry. Facilitating the sharing of information
and market intelligence between parties that could be considered competitors is a significant part of
this role. This work is essential for our legitimate purposes of identifying issues within the industry
which require to be addressed, identifying new opportunities for all of our members, and encouraging
collaboration between parties which can benefit the market as a whole.

We recognise that the sharing of commercially sensitive information between competitors which
may influence the independent determination of commercial strategies is often an indication of
prohibited co-ordination or a cartel.

We encourage our members to follow the guidelines below to ensure that competition compliance is
maintained in balance with the fulfilment of our legitimate functions. The examples in this list are not
exhaustive.
 
 
AppropriateNot Appropriate
• Discussions between parties who do
not directly compete with each other
• Closed discussions between parties who
are direct competitors about other
competitors, suppliers and customers
• Discussions about non-confidential or
non-sensitive information (such as
publically availably information about
issues affecting the industry as a whole)
• Discussions about confidential or
commercially sensitive information not
in the public domain (such as private
pricing information, sales or customer
information, or trade secrets)
• Entering into non-exclusive agreements.
Exclusive agreements are not prohibited
but should be balanced and not contain
any hardcore anti-competitive
restrictions
• Binding a customer or supplier to
unreasonable exclusivity conditions
• Independently determining which
customers / territories to pursue
• Colluding with a direct competitor to
each only pursue certain customers /
territories (i.e. carving up the market)
• Independently entering bids / tenders
for opportunities, or working with other
parties on bids where you cannot
submit an independent bid
• Deciding with a competitor to set agreed
prices and other conditions for bid (or
“bid-rigging”), and each agreeing to only
pursue certain bids (carving up bids)
• Independently deciding not to work
with a particular customer or supplier
for objectively justifiable reasons (such
as a negative credit check)
• Agreeing with other parties to “boycott”
a particular customer or supplier to
drive them out of the market for no
objective reason
• Collaborating with other parties to
develop and produce new technologies,
which all parties involved are free to
exploit commercially
• Developing technology based on
information which was improperly
obtained from a competitor
• Setting prices based on independent
market conditions, or depending on the
existing relationship / arrangement with
a specific customer
• Agreeing with a competitor to set prices
for the market, or to otherwise work
together to influence the price (such as
limiting production to increase demand
and, as a result, prices)
 

Industry Meetings Disclaimer

GUH regularly facilitates meetings and events between members and other organisations involved at
each level of the UK subsea supply chain in pursuance of our legitimate interests as a representative
body of the industry. Discussions at these meetings should be open and conducted in accordance with
the guidelines set out in our Competition Compliance Statement.

Members acknowledge that the role of GUH in respect of industry meetings and events is to act as a
neutral facilitator of discussions on issues affecting the industry as a whole. GUH does not take
ownership of, or responsibility for, any individual or collective decision or action that may be made and
/ or agreed between members, whether in attendance at a meeting or event organised by GUH or
otherwise. Unless expressly confirmed by GUH in writing, any decision made as a result of the
discussions at a GUH meeting or event is not condoned or agreed to by GUH.