1. APPLICATION AND AGREEMENT

The OHSSAI may at its absolute discretion accept or refuse the Partner’s application for partnership made by submission of a signed Partnership Agreement. The Partner acknowledges and agrees that the Partnership Agreement is a binding contract once it is signed by both, the Partner as well as OHSSAI. In the event of conflict between the various documents forming this agreement between the parties the following order of priority shall apply:

1. The Partnership agreement; followed by
2. These terms and conditions;

2. Partnership Fees and Payment Terms

The Partner agrees to pay the Partnership Fees in accordance with the amounts and payment terms set out in this Partnership Agreement.

Payment for award partnership shall be 100% before the announcement of awards. Event partnership payment shall be made in two installments: 80% of the Partnership Fees on sign up and 20% of the Partnership Fees 15 days prior to the Event. On receipt of the signed Partnership Agreement, OHSSAI will invoice the Partner for 80% of the Partnership Fee. The remaining 20% of the Partnership Fee is due 15days before the event.

If the Partnership Agreement is contracted within 1 months of the Event, then payment shall be made in one installment of 100% of the Partnership Fees. On receipt of the signed Partnership Agreement, OHSSAI will invoice the Partner for the full amount of the Partnership Fee.

Unless otherwise agreed by the parties and stated in the Partnership Agreement, Partnership Fees shall be paid by the Partner within 15days of the invoice date for such Fees. If a shorter payment period for payment of Fees (or part of them) is agreed by the Partner and recorded in the Partnership Agreement, such shorter period shall apply. In all cases Fees shall in any event be paid at least 30 days before the commencement of the Event. Time shall be of the essence regarding payment of Fees.

In the event the Partner fails to meet any payment obligations, (whether as to the amounts or date of payment), then OHSSAI shall be entitled in its sole discretion to deem that the Partner has cancelled its partnership for the event and to exercise its rights pursuant to clause 3 (Cancellation and Resale of Partnership item).

Instructions for payment will be indicated on all invoices which will be issued to the Partner by the OHSSAI. Bank transfer payments: All bank charges payable on transfers must be borne by the Partner.

Partners whose Partnership Fee remains unpaid 30 days before the commencement of the Event will be denied access to the Event/ Venue.

If any amounts payable under this Agreement are not paid to OHSSAI by their due date for payment (whether Fees, Cancellation Charges or otherwise), then the OHSSAI shall be entitled to charge interest on such sum from the due date for payment at the rate of 12% per annum on all late payments post due date as per the invoice.

3. Cancellation by Partner

If the Partner cancels the Partnership 45 days prior to the Event, a Cancellation Charge of 50% of the Partnership Fee will apply.

If a Partner cancels the Partnership within 45days of Event and/or in case of award partnership, the Partner agrees to pay 100% of contracted Partnership Fee as Cancellation Charge.

If a Partner cancels with an outstanding balance due, the Partner remains responsible for the entire balance due, plus reasonable legal fees to collect.

Cancellations must be received in writing by OHSSAI.

Upon receipt of Partnership cancellation notice, OHSSAI shall have the absolute discretion to resell the Partnership item(s) forfeited.

The Partner hereby acknowledges that the Cancellation Charge represents a reasonable pre- estimate of the likely losses and costs that would be incurred by OHSSAI as a result of the Partner’s cancellation and that they do not represent a penalty. For the avoidance of doubt, OHSSAI is not required to mitigate its losses and/or costs in such circumstances and the Cancellation Charge shall remain payable even where the OHSSAI is able to resell the Partnership item.

4. Postponement and Cancellation by OHSSAI

The OHSSAI shall be relieved of its obligations under this Agreement in the event that the holding of the Event by the OHSSAI, the performance by the OHSSAI of any of its material obligations under this Agreement and/or the attendance at the Event by the Partners and/or any other Partner and/or any visitors is impossible, illegal or substantially or materially interfered with, due to any cause or causes beyond the reasonable control of OHSSAI or the providers of the Venue including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion, civil commotion, armed hostilities, act of terrorism, revolution, blockade, embargo, strike, lock-out, lock-down, pandemic, sit-in, industrial or trade dispute, adverse weather, disease, risk to public health, accident to or breakdown of plant or machinery, shortage of any material, labour, transport, electricity or other supply, regulatory intervention, general advice or recommendation of any government (including any government agency or department), regulatory authority or international agency against travel, events and/or public gatherings, or the Venue becomes unavailable and/or unfit for occupancy and/or use (“force majeure”).

In the event of force majeure, OHSSAI may cancel, amend the date of the Event or change the Venue or otherwise alter the Event. Should the Event be cancelled, curtailed or adversely affected by any cause not within the reasonable control of the OHSSAI including but not limited to any of the force majeure events as identified in the preceding paragraph, OHSSAI shall be under no obligation to refund all or part of the sums paid by the Partner in respect of his participation in the Event. OHSSAI shall be under no liability to the Partner or any other person in respect of any actions, proceedings, claims, demands, losses (including consequential losses), costs or expenses whatsoever which may be brought against or suffered or incurred by the Partner as the result thereof.

5. Termination by OHSSAI

On termination of the contract for reasons other than force majeure as mentioned in clause 4, the Partnership Fee paid by the Partner shall be refunded to the Partner without any interest and at the prevalent currency exchange rate by OHSSAI.

6. Event venue, date, time and layout

The OHSSAI reserves the rights to determine, and if it deems necessary, alter at its sole discretion, in each case without liability:

1) The location, layout and/or size of the Venue;

2) The timings for the Event;

3) The term or duration of the Event;

4) The date or dates on which the Event is to be held;

5) The format of the Event

6) The content of the Event

7) The entrances and exits to and from the Event; and

8) Any and all other technical or administrative details in respect of the Event.

OHSSAI will use reasonable endeavors to notify the Partner of any changes or alterations to the Event as a whole which materially and detrimentally impact on the Partner’s rights under this Agreement.

The Partner acknowledges and agrees that such changes and alterations may be required to be made by the OHSSAI to benefit and safeguard the value of the Event as a whole. In the unlikely event that any material changes or alterations are detrimental to the Partner, the Partner further acknowledges and agrees that OHSSAI may at its discretion and without obligation apply a pro rata reduction to the Fees or part of them to compensate the Partner for any material detriment so offered and that this shall be the Partner’s sole remedy in this regard.

7. USE OF BRANDING

7.1 Subject to the Partner complying with the provisions of this Agreement, OHSSAI hereby grants the Partner a non-exclusive, non-transferable, royalty-free, revocable, worldwide license for the period of time between the date of the Agreement and the end of the Event, to use the OHSSAI Branding solely and strictly for the purpose of reasonably promoting, marketing and advertising its participation in the Event.

7.2 Subject to OHSSAI complying with the provisions of this Agreement, the Partner hereby grants OHSSAI a non-exclusive, non-transferable, royalty-free, revocable, worldwide license, to use the Partner Branding solely and strictly for the purpose of promoting, marketing and advertising the Event and the Partner’s involvement in the Event.

8. GOVERNING LAW AND JURISDICTION

These terms and conditions will be governed by the laws of India and disputes under or in connection with them shall be subject to the non-exclusive jurisdiction of the Courts of Mumbai.

9. CONFIDENTIALITY

Neither party shall use, copy, adapt, alter, disclose or part with possession of any information or data of the other party which is disclosed or otherwise comes into its possession directly or indirectly as a result of this Agreement and which is of a confidential nature (“Confidential Information”) except as strictly necessary to perform its obligations or exercise its rights under this Agreement PROVIDED THAT this provision shall not apply to Confidential Information:

i.Which the receiving party is able to prove was already in its possession at the date it was received or obtained or which the receiving party obtains from some other person with good legal title to the same or which is independently developed by or for the receiving party; or

ii. Which comes into the public domain otherwise than through the default or negligence of the receiving party; or

iii. Which the receiving party is required to disclose by law or applicable regulatory authority.

In all cases each party shall inform the other party immediately upon becoming aware or suspecting that an unauthorized person has become aware of Confidential Information, or that an unauthorized disclosure of Confidential Information has been made.

Each party shall ensure that its personnel, sub-contractors and agents who have, or may have, access to the Confidential Information are bound by an undertaking in substantially the same terms as this Clause 9. The provisions of this Clause 9 shall continue in force notwithstanding termination or expiry of this Agreement.

10. LIMITATION OF LIABILITY AND INDEMNITY

This Clause 10 sets out the entire liability of OHSSAI (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Partner in respect of:

i.Any breach of this Agreement;

ii. Any use made by the Partner of the Partnership; and

iii. Any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

Neither OHSSAI nor any of its respective agents shall be liable to the Partner under this Agreement in contract, tort (including negligence and breach of statutory duty) or otherwise for any loss of profits (whether direct or indirect), revenue, goods, use, anticipated savings, goodwill, reputation or business opportunity or for any indirect, incidental special or consequential loss arising under this Agreement (whether or not reasonably foreseeable and even if it had been advised of the other incurring the same).

OHSSAI’s total liability in contract, tort (including negligence or breach of statutory duty) or otherwise arising in connection with this Agreement shall be limited to the total Fees paid by the Partner for the relevant Event in connection with which such liability arises.

All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.

Nothing in this Agreement purports to exclude or limit the Partner’s liability for death or personal injury as a result of its negligence, fraud or fraudulent misrepresentation or any liability that cannot be excluded by law.

The Partner shall on demand indemnify and keep indemnified OHSSAI against all costs, claims, demands, proceedings and losses whatsoever made against or incurred by OHSSAI, its employees, agents or contractors as a result of any breach of any term(s) of this Agreement by the Partner, its agents, contractors or employees.

11. GENERAL

i. Assignment:The Partner shall not be entitled to assign, transfer or delegate to a third party, any rights or obligations of the Partner arising under this Agreement. OHSSAI shall be entitled to assign the benefit (subject to the burden) of this Agreement without notice to or consent from the Partner.

ii. Notices:Any notice required or permitted to be given by either party to the other under this Agreement shall be in writing and may be given either personally or by email or by facsimile transmission or by post. Notice to OHSSAI delivered in person or by post must be to the corporate address. Notice to OHSSAI by email must be sent to [email protected].
Any notices served on the Partner to the details provided by the Partner at the time of executing the contract shall be deemed as correctly notified.

iii. Set-off: OHSSAI reserves the right to set off any indebtedness of the Partner to the OHSSAI against any indebtedness of the OHSSAI to the Partner.

iv. No waiver: No waiver by OHSSAI of any provisions of this Agreement or any of its rights under this Agreement shall have effect unless given in writing and signed by any director of OHSSAI. OHSSAI’s rights shall not be prejudiced or restricted by any concession, indulgence or forbearance extended to the Partner.

v. Cumulative remedies:No remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy, except as expressly provided, and each and every remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing in law or in equity or by statute or otherwise.

vi. Headings: The headings in this Agreement have been inserted for reference only and do not affect their interpretation.

vii. Relationship: Nothing in this Agreement shall create a relationship of landlord and tenant between OHSSAI and the Partner or give the Partner any estate or interest at the Event.

viii. Severability: The provisions contained in each clause, and sub-clause of this Agreement shall be enforceable independently of each of the others and its validity shall not be affected if any of the others is invalid. If any of those provisions is void but would be valid if some part of the provisions were deleted, the provision in question shall apply with such modification as may be necessary to make it valid.

ix. Supplementary regulations and instructions:Notwithstanding any other provision of this Agreement, OHSSAI reserves the right to issue supplementary regulations or instructions in addition to those in this Agreement to ensure smooth management of the Event. Any additional written regulations or instructions shall be deemed to form part of these terms and conditions and shall be binding on the Partner.

12. Privacy Policy

Information supplied to OHSSAI may be used for publication (where the Partner provides details for inclusion in the Event directory or catalogue and website) as well as to provide the Partner with services and also information about the OHSSAI’s products or services in the form of direct marketing activity by phone, fax or post.