Access Displays Ltd Business Customer Terms and Conditions

Effective date: 1 June 2026, Version: 1.0

These Terms explain how Access Displays Ltd supplies goods, hire equipment, exhibition and event services, project coordination services and related services to business customers.

They apply to Orders placed with us on or after the Effective Date above, including Orders agreed by signed quotation, written email approval, proforma invoice, proposal, statement of work, sales invoice, purchase order accepted by us, or any other written order process we agree with you.

Please read these Terms carefully before placing an Order. By placing an Order with us, you agree to be bound by these Terms.

Your attention is particularly drawn to clause 21 (Limitation of Liability), which limits our liability.

1. Interpretation

The following definitions and rules of interpretation apply in these Terms.

1.1 Definitions:
Access, we, us or our means Access Displays Ltd, a company registered in England and Wales with company number 02528447 and registered office at Unit 38, Whitehill Industrial Estate, Whitehill Lane, Swindon, Wiltshire, England, SN4 7DB.

Access Materials means all materials, equipment, tools, documents, drawings, designs, proposals, plans, specifications, data, know-how and other property belonging to Access, or licensed to Access, which are used or supplied in connection with the Contract.

Additional Charges means any additional charges, costs or expenses payable by you under these Terms or an Order, including charges arising from a Variation, Customer Default, late payment, failed delivery, storage, re-delivery, artwork delay, additional venue or organiser requirements, additional Hire Equipment, replacement or repair of damaged Hire Equipment, dedicated transport, or other costs not included in the original Charges.

Artwork means any artwork, logos, branding, copy, images, graphics, files, designs, layouts, print files, specifications or other materials provided by you or on your behalf for use in connection with the Goods, Hire Equipment, Services or an Event.
Business Day means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours means 9.00 am to 5.00 pm on a Business Day.

Charges means the price, fees, costs, expenses and other sums payable by you under the Contract, as set out in the Order or otherwise payable under these Terms.

Commencement Date means the date on which the Contract comes into existence in accordance with clause 2.4, unless a different commencement date is stated in the Order.

Contract means the contract between you and us for the supply of Goods, Hire Equipment, Services, or any combination of them, in accordance with these Terms and the relevant Order.

Customer, you or your means the business, organisation, partnership, sole trader, firm, company or other person placing an Order with us, or on whose behalf an Order is placed.

Customer Default has the meaning given in clause 9.2.

Customer Materials means all materials, information, data, Artwork, specifications, drawings, measurements, plans, images, logos, brand assets, copy, content, instructions, approvals, access details, venue information, exhibitor manual information or other materials provided by you or on your behalf.

Deliverables means any Goods, Hire Equipment, Services, designs, proposals, drawings, plans, specifications, graphics, displays, exhibition stands, project outputs or other deliverables to be supplied by us under an Order.

Delivery Location means the delivery, collection, installation, venue, event, site, warehouse or other location stated in the Order or otherwise agreed in writing.

Event means any exhibition, trade show, conference, museum display, event, installation, activation or other project or location for which we supply Goods, Hire Equipment or Services.

Event Services means Services relating to an Event, including project coordination, supplier coordination, exhibition stand support, installation, handover, dismantling, collection, return to storage, and related services, as set out in the Order.

Force Majeure Event means any event, circumstance or cause beyond a party’s reasonable control.

Goods means any goods, products, components, graphics, printed materials, display cases, showcases, glassware, fragile display items, exhibition materials, display products, fixtures, fittings, furniture, equipment or other items supplied or sold by us under an Order, but excluding Hire Equipment.

Goods Specification means any written description, specification, drawing, measurement, design, technical requirement, product specification or other specification for Goods agreed in writing between you and us.

Hire Equipment means any exhibition stand, display system, frame, showcase, display case, glassware, fragile display item, furniture, AV equipment, lighting, flooring, component, fixture, fitting, graphic, accessory, kit or other equipment supplied to you on hire, loan, rental or temporary use, whether owned by us or by a Third-Party Supplier.

Intellectual Property Rights means patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names, domain names, rights in get-up, goodwill, rights in designs, database rights, rights in confidential information, know-how and all other intellectual property rights, whether registered or unregistered, including all applications, renewals, extensions and equivalent rights anywhere in the world.

Losses means all liabilities, damages, losses, costs and expenses, including reasonable legal and professional costs.

Order means your order for Goods, Hire Equipment, Services or any combination of them, as set out in or formed by any quotation, proposal, proforma invoice, sales invoice, signed quotation, written email approval, statement of work, order confirmation, purchase order accepted by us, or other document or written communication accepted by us and incorporating or referring to these Terms.

Services means any services supplied by us under an Order, including project coordination, design coordination, supplier coordination, exhibition and event services, installation, dismantling, delivery coordination, storage, artwork coordination, print coordination, sourcing, procurement, product support and any other services stated in an Order.

Service Specification means any written description or specification for the Services, including as set out in the Order.

Terms means these Business Customer Terms and Conditions, as amended from time to time in accordance with clause 24.8.

Third-Party Supplier means any manufacturer, supplier, contractor, carrier, installer, venue, event organiser, promoter, electrician, rigger, service provider, subcontractor or other third party involved in the supply, manufacture, delivery, installation, performance, support, warranty or repair of any Goods, Hire Equipment or Services.

Variation means any change to the scope, quantity, timing, design, specification, delivery, installation, method, sequence, venue requirements, organiser requirements, Artwork, Goods, Hire Equipment, Services or other part of an Order, whether requested by you or made necessary by your instructions, delay, missing or inaccurate information, site conditions, event requirements, third-party requirements or other circumstances affecting the Contract.

VAT means value added tax chargeable in the UK.

1.2 Interpretation:

In these Terms:

(a) a reference to a person includes an individual, company, partnership, firm, organisation or other legal entity;

(b) a reference to a party includes its successors and permitted assigns;

(c) a reference to legislation is a reference to that legislation as amended, extended or re-enacted from time to time, and includes any subordinate legislation made under it;

(d) the words including, include, in particular, for example and similar expressions are illustrative only and do not limit the words before them;

(e) a reference to writing or written includes email;

(f) headings are included for convenience only and do not affect interpretation;

(g) if there is any conflict between these Terms and an Order, the Order will prevail only to the extent that it expressly states that it is intended to override these Terms; and

(h) unless the context requires otherwise, references to Goods, Hire Equipment or Services include any part of them.

2. Basis of contract

2.1 These Terms apply to each Order placed by the Customer and accepted by Access.

2.2 Any quotation, proposal, estimate, design, presentation, proforma invoice, sales invoice, price list, catalogue, website page or other document issued by Access does not constitute an offer capable of acceptance by the Customer. It is an invitation for the Customer to place an Order with Access.

2.3 The Customer places an Order when it confirms that it wishes to proceed, including by:

(a) signing or approving a quotation, proposal, proforma invoice, sales invoice, statement of work or other document issued by Access;

(b) sending written approval by email;

(d) making payment or part-payment; or

(e) otherwise confirming in writing that Access should proceed.

2.4 An Order is only accepted, and the Contract only comes into existence, on the Commencement Date, being the date when Access accepts the Order. Access may accept an Order by:

(a) issuing written acceptance or an order confirmation;

(b) issuing an invoice;

(d) starting work;

(e) ordering, reserving or procuring any Goods, Hire Equipment, materials or Third-Party Supplier services for the Order; or

(f) otherwise confirming acceptance in writing.

2.5 The Contract is made up of:

(a) the relevant Order; and

(b) these Terms.

2.6 These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, including any terms contained in or referred to in a purchase order, supplier onboarding document, email footer, procurement portal, acceptance document or other Customer document.

2.7 The Customer waives any right it may otherwise have to rely on any term that is inconsistent with these Terms, unless Access has expressly agreed that term in writing and confirmed that it is intended to override these Terms.

2.8 If there is any conflict between these Terms and an Order, the Order will prevail only to the extent that it expressly states that it is intended to override these Terms. Otherwise, these Terms will prevail.

2.9 Any quotation or proposal issued by Access is valid only for the period stated in it. If no period is stated, it is valid for 30 days from the date of issue, unless Access withdraws it earlier.

2.10 Any samples, drawings, visuals, plans, renders, designs, illustrations, descriptions, dimensions, measurements, photographs, brochures, catalogues, website descriptions or other materials issued by Access are provided to give an approximate idea of the relevant Goods, Hire Equipment, Services or Deliverables only. They do not form part of the Contract unless they are expressly incorporated into the Order.

2.11 The Customer is responsible for checking that the Order is complete and accurate before placing it, including the scope, specifications, quantities, measurements, delivery details, venue details, event dates, payment terms, Customer Materials and any assumptions or exclusions stated in the Order.

2.12 Any change to an Order after the Contract has been formed will be dealt with as a Variation in accordance with clause 13.

3. Access’s role and scope of supply

3.1 Access supplies a range of goods and services, including exhibition and event services, project coordination, design coordination, supplier coordination, product sourcing, product supply, hire equipment, installation, dismantling, delivery coordination, storage and related services.

3.2 The exact Goods, Hire Equipment, Services and Deliverables to be supplied by Access will be set out in the relevant Order.

3.3 Depending on the Order, Access may act as a supplier, reseller, project coordinator, introducer, sales agent, project manager or service provider, or any combination of these roles.

3.4 Access is responsible for supplying the Goods, Hire Equipment and Services that it has agreed to supply under the Contract, subject to these Terms.

3.5 Access may use Third-Party Suppliers to assist with or provide any part of the Goods, Hire Equipment, Services or Deliverables. This may include manufacturers, product suppliers, contractors, installers, carriers, venues, event organisers, promoters, electricians, riggers, printers, storage providers and other service providers.

3.6 Where Goods, Hire Equipment, Services or Deliverables are supplied, manufactured, delivered, installed, repaired, supported or warranted by a Third-Party Supplier, the Customer acknowledges that:

(a) the Third-Party Supplier may have its own terms, conditions, warranties, lead times, approval processes, repair processes and limitations;

(b) Access may need to rely on information, decisions, approvals, availability, inspections, warranties, remedies or performance from that Third-Party Supplier; and

(c) Access will not be responsible for any act, omission, delay, failure, defect, charge or requirement of a Third-Party Supplier, except to the extent caused by Access’s own breach of the Contract, negligence or failure to use reasonable care and skill.

3.7 Nothing in clause 3.6 excludes or limits any responsibility that Access has under the Contract for Goods sold by Access as principal, or for Services performed by Access, where that responsibility cannot lawfully be excluded or limited.

3.8 Access may make reasonable changes to the Goods, Hire Equipment, Services, Deliverables or specifications where required by law, venue rules, organiser rules, safety requirements, supplier availability, manufacturer requirements, product discontinuation, technical requirements or other practical requirements, provided that the change does not materially reduce the overall nature or quality of the relevant Goods, Hire Equipment, Services or Deliverables.

3.9 If any change referred to in clause 3.8 materially affects the scope, timing, Charges or suitability of the Order, Access will notify the Customer where reasonably practicable, and the change will be dealt with as a Variation where appropriate.

4. Goods and Supplier or Manufacturer Products

4.1 Access will supply the Goods set out in the relevant Order.

4.2 The Goods will be described in the Order, the Goods Specification, or any other written specification agreed by Access.

4.3 The Customer is responsible for checking that the Goods, Goods Specification, measurements, drawings, designs, quantities, finishes, colours, materials, technical requirements and any other details stated in the Order are complete, accurate and suitable for the Customer’s requirements before placing the Order.

4.4 Where Goods are manufactured, customised, printed, adapted or supplied in accordance with any Customer Materials, the Customer is responsible for ensuring that those Customer Materials are complete, accurate, suitable and lawful.

4.5 The Customer warrants that Access’s use of any Customer Materials in connection with the Goods will not infringe the rights of any third party. The Customer shall indemnify Access against all Losses suffered or incurred by Access arising out of or in connection with any claim that Access’s use of the Customer Materials infringes a third party’s Intellectual Property Rights.

4.6 Access may supply Goods that are manufactured, supplied, distributed, imported, repaired, assessed, supported or warranted by a Third-Party Supplier.

4.7 Where Goods are supplied by or sourced from a Third-Party Supplier:

(a) the Goods may be subject to the Third-Party Supplier’s own terms, conditions, product specifications, lead times, warranty terms, repair processes, return processes and limitations;

(b) Access may need to rely on the Third-Party Supplier’s stock availability, technical information, product assessments, inspection results, warranty decisions, replacement parts, repair processes and delivery times; and

(c) Access will use reasonable care and skill in liaising with the relevant Third-Party Supplier, but will not be responsible for any act, omission, delay, failure, technical decision, warranty refusal or other matter caused by that Third-Party Supplier, except to the extent caused by Access’s own breach of the Contract, negligence or failure to use reasonable care and skill.

4.8 Access may make reasonable changes to the Goods or Goods Specification where required by law, safety requirements, venue requirements, organiser requirements, manufacturer requirements, product availability, product discontinuation, technical requirements or practical installation requirements, provided that the change does not materially reduce the overall nature or quality of the Goods.

4.9 If a change under clause 4.8 materially affects the scope, timing, Charges or suitability of the Order, Access will notify the Customer where reasonably practicable and the change will be dealt with as a Variation where appropriate.

4.10 Any images, samples, finishes, drawings, renders, visuals, colours, dimensions, weights, measurements, descriptions or product information shown or provided by Access are approximate only, unless expressly stated in the Order to be final and binding.

4.11 The Customer acknowledges that colours, finishes, materials, lighting, scale and appearance may vary between digital visuals, printed materials, samples, website images, manufacturer materials and the final Goods.

4.12 Goods supplied on hire, loan, rental or temporary use are Hire Equipment and are dealt with under clause 10.

5. Delivery, collection and installation

5.1 Access will deliver, make available for collection, arrange delivery of, or install the Goods or Hire Equipment at the Delivery Location, as set out in the Order.

5.2 Any delivery, collection, installation, dismantling or performance dates stated in the Order are estimates only, unless the Order expressly states that a date is guaranteed and that time is of the essence.

5.3 Access will use reasonable efforts to meet estimated dates, but will not be liable for any delay caused by:

(a) a Force Majeure Event;

(b) any act, omission, delay or failure by the Customer;

(d) inaccurate or incomplete delivery, venue, site or access details;

(e) venue, organiser, promoter, landlord, contractor, carrier, customs, border, shipping, supplier, manufacturer or Third-Party Supplier delays or requirements;

(f) site restrictions, failed access, unsafe site conditions or health and safety concerns;

(g) changes to the Order or any Variation; or

(h) any other matter outside Access’s reasonable control.

5.4 The Customer must ensure that the Delivery Location is ready and suitable for delivery, collection, unloading, loading, installation, dismantling or performance, as applicable. This includes ensuring that:

(a) Access and any relevant Third-Party Suppliers have safe, timely and adequate access;

(b) all required permissions, passes, parking, loading bay access, site access, venue approvals and organiser approvals are in place;

(d) the Customer has provided accurate venue, site, access, delivery and contact details;

(e) any required Customer personnel, venue personnel or authorised representatives are available when needed; and

(f) all required organiser, venue, exhibitor manual, health and safety, insurance or contractor requirements have been provided to Access in good time.

5.5 If the Customer fails to comply with clause 5.4 or if delivery, collection, installation, dismantling or performance is delayed, prevented or made more difficult for reasons not caused by Access, then:

(a) Access may charge the Customer for any Additional Charges incurred;

(b) Access may treat the relevant Goods or Hire Equipment as delivered or made available at the time Access attempted delivery, collection, installation or performance;

(d) Access may suspend or delay further performance of the Contract; and

(e) Access will not be liable for any resulting delay, loss, damage, cost or failure to meet an estimated date.

5.6 Delivery of Goods is completed when the Goods are unloaded at the Delivery Location, made available for collection, handed to the Customer or its representative, handed to a carrier, or otherwise delivered in accordance with the Order.

5.7 Delivery or availability of Hire Equipment is completed when the Hire Equipment is delivered to the Delivery Location, collected by the Customer or its representative, made available for use, or otherwise provided in accordance with the Order.

5.8 Installation, dismantling, collection, storage and return services are separate from delivery, unless the Order expressly states otherwise.

5.9 If Access is required to install Goods or Hire Equipment, the Customer must inspect the installation as soon as reasonably practicable following completion or handover. If no Customer representative is available to inspect or sign off the installation, Access may treat the installation as completed when Access reasonably considers the installation to be complete.

5.10 Access may deliver Goods or Hire Equipment by instalments or in stages. Each instalment or stage may be invoiced separately. Any delay in one instalment or stage will not entitle the Customer to cancel any other instalment, stage or part of the Order.

5.11 If the Customer fails to accept delivery, take collection, provide access, or allow installation or dismantling within 5 Business Days, or any shorter period stated in the Order, after Access notifies the Customer that the Goods or Hire Equipment are ready, Access may store the Goods or Hire Equipment and charge the Customer for all related costs and expenses, including storage, insurance, handling, re-delivery and administration costs.

5.12 If the Customer has not accepted delivery, taken collection, provided access, or allowed installation or dismantling within 20 Business Days, or any shorter period stated in the Order, after Access notifies the Customer that the Goods or Hire Equipment are ready, Access may, where reasonable, resell, reallocate, dispose of or otherwise deal with the Goods, Hire Equipment or related materials. The Customer will remain liable for the Charges and any Additional Charges, less any net proceeds actually received by Access from resale or reallocation, after deducting Access’s costs.

5.13 Where delivery, collection, installation or dismantling involves international shipping, customs, import duties, export requirements, local taxes, border checks, shipping documentation or similar matters, the Customer is responsible for any related charges, delays, duties, taxes, fees, documentation and requirements, unless the Order expressly states otherwise.

6. Quality, defects and manufacturer warranties

6.1 Access warrants that, on delivery, the Goods will:

(a) conform in all material respects with the Order or Goods Specification;

(b) be free from material defects in design, material and workmanship; and

6.2 The Customer must inspect the Goods as soon as reasonably practicable after delivery, collection, installation or handover, as applicable.

6.3 The Customer must notify Access in writing of any visible damage, shortage, defect or non-conformity as soon as reasonably practicable and, in any event, within:

(a) 48 hours after delivery, collection, installation or handover, for visible damage, shortages or delivery issues; and

(b) a reasonable time after discovery, for defects that were not reasonably apparent on inspection.

6.4 If the Customer does not notify Access within the relevant period in clause 6.3, the Goods will be deemed accepted, except in respect of defects that could not reasonably have been identified on inspection.

6.5 If the Customer notifies Access of an issue under clause 6.3, the Customer must:

(a) give Access a reasonable opportunity to inspect the Goods;

(b) provide photographs, videos, written details and other evidence reasonably requested by Access;

(c) not continue to use, alter, repair, move, dismantle or interfere with the Goods where doing so may worsen the issue or prevent proper assessment; and

(d) return the Goods to Access, or make them available for collection or inspection, if reasonably requested.

6.6 If Access agrees, acting reasonably, that the Goods do not comply with clause 6.1, Access may, at its option:

(a) repair the Goods;

(b) replace the Goods;

(d) refund the price paid for the defective Goods; or

(e) offer another reasonable remedy.

6.7 Access will not be liable for any failure of the Goods to comply with clause 6.1 to the extent that the issue arises from:

(a) fair wear and tear;

(b) wilful damage, negligence, misuse, abnormal use or abnormal storage conditions;

(c) failure to follow Access’s or a Third-Party Supplier’s instructions for storage, installation, use, maintenance, cleaning or care;

(d) any drawing, design, measurement, specification, instruction, Artwork or Customer Materials provided by or on behalf of the Customer;

(e) the Customer’s failure to check or approve the Order, Goods Specification, proof, drawing, design, measurement or other details before production or supply;

(f) alteration, repair, installation, dismantling, movement or interference by the Customer or any third party without Access’s prior written approval;

(g) site conditions, venue conditions, environmental conditions, power supply issues, lighting, fixtures, fittings or other matters outside Access’s reasonable control;

(h) normal variations in colour, finish, texture, material, lighting, scale or appearance between samples, digital visuals, printed materials, manufacturer materials and the final Goods;

(i) defects or delays caused by a Third-Party Supplier, except to the extent caused by Access’s own breach of the Contract, negligence or failure to use reasonable care and skill; or

(j) changes made to comply with applicable law, safety requirements, manufacturer requirements, venue requirements, organiser requirements or technical requirements.

6.8 Where Goods are manufactured, supplied, repaired, assessed, supported or warranted by a Third-Party Supplier, the Customer acknowledges that:

(a) the Goods may be subject to the Third-Party Supplier’s own warranty terms, repair processes, inspection requirements, exclusions and limitations;

(b) Access may need to refer the issue to the relevant Third-Party Supplier for assessment, approval, repair, replacement or other remedy;

(d) Access will use reasonable efforts to assist the Customer with a valid warranty or defect claim, but Access will not be responsible for any delay, refusal, decision or limitation imposed by the Third-Party Supplier, except to the extent caused by Access’s own breach of the Contract, negligence or failure to use reasonable care and skill.

6.9 Any warranty or remedy given by Access applies only to the Customer and may not be transferred to any other person without Access’s prior written consent.

6.10 Except as set out in this clause 6, Access will have no liability to the Customer for any failure of the Goods to comply with clause 6.1, to the fullest extent permitted by law.

6.11 These Terms apply to any repaired or replacement Goods supplied by Access.

6.12 Nothing in this clause 6 limits or excludes any liability that cannot lawfully be limited or excluded.

7. Title and risk

7.1 This clause 7 applies to Goods sold by Access. Hire Equipment is dealt with separately in clause 10.

7.2 Risk in the Goods passes to the Customer on completion of delivery in accordance with clause 5.

7.3 Title to the Goods will not pass to the Customer until Access has received payment in full, in cleared funds, for:

(a) the Goods; and

(b) any other sums due to Access under the relevant Contract.

7.4 Until title to the Goods has passed to the Customer, the Customer must:

(a) hold the Goods on Access’s behalf;

(b) store the Goods separately from all other goods, where reasonably practicable, so that they remain readily identifiable as Access’s property;

(d) keep the Goods in satisfactory condition;

(e) keep the Goods insured against all risks for their full replacement value from the date risk passes to the Customer;
(f) not sell, pledge, charge, dispose of, alter, modify or otherwise deal with the Goods in a way that is inconsistent with Access’s ownership; and

(g) notify Access immediately if the Customer becomes insolvent, is unable to pay its debts, or becomes subject to any event that may affect Access’s ownership of the Goods.

7.5 If the Customer fails to pay any amount due to Access by the due date, or if the Customer becomes subject to any of the events referred to in clause 22, Access may require the Customer to return any Goods for which title has not passed.

7.6 If the Customer fails to return Goods when required under clause 7.5, Access may enter any premises where the Goods are stored to recover them, and the Customer must ensure that Access is given access for that purpose. Access will act reasonably when exercising this right.

7.7 The Customer may not resell Goods before title has passed to the Customer unless Access has agreed this in writing.

7.8 Title to Hire Equipment, Access Materials, any materials, equipment or property belonging to a Third-Party Supplier, and any equipment, components, frameworks, display systems, furniture, fixtures, fittings, tools, designs, drawings or other materials supplied on hire, loan, rental or temporary use will not pass to the Customer at any time.

7.9 Nothing in this clause 7 prevents Access from claiming payment of the Charges or any Additional Charges.

8. Supply of Services

8.1 Access will supply the Services set out in the relevant Order.

8.2 Access will perform the Services with reasonable care and skill.

8.3 Access will use reasonable efforts to perform the Services in accordance with any Service Specification and any estimated dates set out in the Order.

8.4 Any dates or times stated for the performance of Services are estimates only, unless the Order expressly states that a date or time is guaranteed and that time is of the essence.

8.5 Access may make reasonable changes to the Services or Service Specification where required by law, safety requirements, venue requirements, organiser requirements, manufacturer requirements, supplier availability, technical requirements, practical delivery requirements, site conditions or other circumstances affecting the performance of the Services, provided that the change does not materially reduce the overall nature or quality of the Services.

8.6 If a change under clause 8.5 materially affects the scope, timing, Charges or suitability of the Order, Access will notify the Customer where reasonably practicable and the change will be dealt with as a Variation where appropriate.

8.7 Where the Services involve project coordination, design coordination, supplier coordination, sourcing, procurement support, artwork coordination, print coordination, delivery coordination, installation, dismantling, storage or Event Services, Access’s role is to provide the Services described in the Order. Unless the Order expressly states otherwise, Access does not guarantee the acts, omissions, availability, approvals, decisions, lead times or performance of any Third-Party Supplier.

8.8 Access will not be liable for any delay, failure or additional cost in performing the Services to the extent caused by:

(a) a Customer Default;

(b) late, incomplete, inaccurate or unsuitable Customer Materials;

(c) late or missing approvals, instructions, access details, venue details, exhibitor manual information, Artwork, payment or other information required from the Customer;

(d) any act, omission, delay, requirement, refusal, failure or decision of a Third-Party Supplier;

(e) venue, organiser, promoter, landlord, contractor, carrier, customs, border, shipping, supplier or manufacturer requirements or delays;

(f) site restrictions, failed access, unsafe site conditions or health and safety concerns;

(g) changes to the Order or any Variation; or

(h) a Force Majeure Event or any other matter outside Access’s reasonable control.

8.9 If Access’s performance of the Services is delayed, prevented or made more difficult for any reason set out in clause 8.8, Access may:

(a) suspend or delay the Services;

(b) revise any estimated dates or timetable;

(d) rely on that event to relieve Access from performance of its obligations to the extent that the event prevents, delays or affects Access’s performance.

8.10 Access may subcontract, delegate or appoint Third-Party Suppliers to perform or assist with any part of the Services, provided that Access remains responsible for the Services it has agreed to provide under the Contract, except to the extent that these Terms state otherwise in relation to Third-Party Suppliers.

8.11 The Customer acknowledges that the Services may depend on the Customer giving Access accurate and timely instructions, approvals, information, access, Customer Materials and cooperation.

8.12 Nothing in this clause 8 limits the Customer’s obligations under clause 9.

9. Customer obligations

9.1 The Customer must:

(a) ensure that the Order and all Customer Materials are complete, accurate, suitable and provided in good time;

(b) check all quotations, proposals, specifications, drawings, measurements, designs, visuals, proofs, layouts, finishes, quantities, delivery details, venue details, event dates, assumptions, exclusions and payment terms before placing an Order;

(d) provide Access with all information, instructions, approvals, Artwork, Customer Materials, access details, venue details, exhibitor manual information, technical requirements and other materials reasonably required by Access to perform the Contract;

(e) ensure that all information, instructions, approvals, Artwork and Customer Materials provided by or on behalf of the Customer are accurate, complete, suitable, lawful and not misleading;

(f) provide all required approvals, sign-offs and decisions by the dates reasonably required by Access;

(g) ensure that the Delivery Location, venue, site, stand space, storage location or other relevant location is ready, safe, accessible and suitable for delivery, unloading, loading, installation, dismantling, collection, storage or performance of the Services;

(h) provide Access, its personnel and any relevant Third-Party Suppliers with safe, timely and adequate access to the relevant location, together with any required passes, parking, loading bay access, security clearance, induction, working permits or other access arrangements;

(i) obtain and maintain all permissions, licences, consents, approvals, venue permissions, organiser approvals, landlord approvals, exhibitor approvals and other authorisations required for the Goods, Hire Equipment, Services, Event, installation, dismantling, storage or use of the Deliverables;

(j) comply with all applicable laws, venue rules, organiser rules, exhibitor manual requirements, health and safety requirements, fire safety requirements, insurance requirements and reasonable instructions relating to the Contract;

(k) ensure that any venue, organiser, promoter, contractor, electrician, rigger, carrier, landlord, building manager or other third party engaged by or responsible to the Customer performs its obligations in good time;

(l) ensure that a suitably authorised representative is available when reasonably required by Access, including for delivery, installation, handover, inspection, approval, dismantling, collection or issue resolution;

(m) keep any Goods, Hire Equipment, Access Materials or materials, equipment or property belonging to a Third-Party Supplier in safe custody and in good condition while they are in the Customer’s possession, custody or control;

(n) not move, alter, repair, dismantle, interfere with, misuse, damage, dispose of or allow any third party to interfere with any Goods, Hire Equipment, Deliverables, Access Materials or materials, equipment or property belonging to a Third-Party Supplier without Access’s prior written approval;

(o) ensure that the Customer has all rights needed to allow Access to use the Customer Materials for the purposes of the Contract;

(p) notify Access promptly of anything that may affect the scope, timing, delivery, installation, dismantling, Charges or performance of the Contract; and

(q) comply with any additional customer obligations set out in the Order.

9.2 A Customer Default occurs if Access’s performance of the Contract is delayed, prevented, disrupted or made more difficult because of any act or omission of the Customer, any failure by the Customer to comply with clause 9.1, or any issue with Customer Materials, instructions, approvals, access, site readiness, venue arrangements, organiser requirements, payment or third parties for whom the Customer is responsible.

9.3 If there is a Customer Default:

(a) Access may suspend, delay or reschedule performance of the Contract until the Customer Default is remedied;

(b) Access may revise any estimated timetable, delivery date, installation date, dismantling date, collection date or completion date;

(c) Access will not be liable for any delay, loss, damage, cost or failure to perform to the extent caused by the Customer Default;

(d) the Customer must reimburse Access for any Additional Charges, losses, costs or expenses suffered or incurred by Access as a result of the Customer Default; and

(e) any relevant deadlines, performance dates or delivery dates will be extended by a reasonable period.

9.4 The Customer acknowledges that failure to provide timely Artwork, Customer Materials, approvals, payment, access, venue information or organiser information may affect Access’s ability to manufacture, procure, print, deliver, install, dismantle, collect or perform the Contract.

9.5 Nothing in this clause 9 limits any other right or remedy Access may have under these Terms, the Order or applicable law.

10. Hire Equipment

10.1 This clause 10 applies where Access supplies any Hire Equipment under an Order.

10.2 Hire Equipment is supplied on hire, loan, rental or temporary use only. Title to Hire Equipment will not pass to the Customer at any time.

10.3 Hire Equipment may be owned by Access or by a Third-Party Supplier. The Customer’s obligations under this clause 10 apply in either case.

10.4 The Customer may use the Hire Equipment only:

(a) for the purpose stated in the Order;

(b) at the Event, Delivery Location or other location agreed by Access; and

10.5 Unless the Order states otherwise, the Hire Period starts when the Hire Equipment is delivered, collected, made available, installed, handed over or otherwise provided to the Customer or its representative.

10.6 Unless the Order states otherwise, the Hire Period ends when the Hire Equipment has been safely dismantled, collected, returned to Access or the relevant Third-Party Supplier, or otherwise accepted back by Access.

10.7 During the Hire Period, the Customer is responsible for the safekeeping, proper use and condition of the Hire Equipment.

10.8 The Customer must:
(a) keep the Hire Equipment in good condition and use it only in accordance with any instructions provided by Access or the relevant Third-Party Supplier;
(b) ensure that the Hire Equipment is used only by competent and authorised persons;

(c) not sell, assign, sub-hire, lend, pledge, charge, move, alter, repair, dismantle, misuse, damage, dispose of or interfere with the Hire Equipment without Access’s prior written approval;

(d) not remove, obscure or interfere with any identifying mark, label, serial number or ownership marking on the Hire Equipment;

(e) keep the Hire Equipment safe, secure and protected against loss, theft, damage, misuse, weather damage, fire, water damage and vandalism;

(f) notify Access immediately if any Hire Equipment is lost, stolen, damaged, broken, unsafe, missing or not working properly;

(g) ensure that any required venue, organiser, insurance, health and safety or security requirements relating to the Hire Equipment are complied with; and

(h) allow Access, or the relevant Third-Party Supplier, reasonable access to inspect, repair, replace, dismantle, remove or recover the Hire Equipment.

10.9 The Customer is responsible for any loss, theft, damage, breakage, destruction, missing items, excessive cleaning, misuse, late return or failure to return Hire Equipment during the Hire Period, except to the extent caused by Access’s own breach of the Contract, negligence or failure to use reasonable care and skill.

10.10 If any Hire Equipment is lost, stolen, damaged, broken, destroyed, not returned, returned late or returned in an unsatisfactory condition, the Customer must pay Access on demand for:

(a) the cost of repair;

(b) the full replacement cost, where repair is not reasonably possible or economical;

(d) any hire charges, supplier charges or loss of use charges incurred by Access; and

(e) any other Additional Charges reasonably incurred by Access as a result.

10.11 The Customer must ensure that the Hire Equipment is insured for its full replacement value during the Hire Period, unless Access confirms in writing that insurance is not required for the relevant Order.

10.12 Access may charge the Customer for any Hire Equipment that is not available for collection or return at the agreed time, including any additional hire, transport, storage, waiting time, supplier or administration charges.

10.13 The Customer must not continue to use Hire Equipment after the end of the Hire Period unless Access has agreed this in writing. Any continued use without Access’s approval will be charged as an Additional Charge and does not transfer ownership of the Hire Equipment to the Customer.

10.14 Where Hire Equipment is supplied by a Third-Party Supplier, the Customer acknowledges that the Third-Party Supplier’s own hire, repair, replacement, inspection, late return, damage or loss charges may apply. The Customer must reimburse Access for any such charges incurred by Access, except to the extent caused by Access’s own breach of the Contract, negligence or failure to use reasonable care and skill.

10.15 Nothing in this clause 10 limits the Customer’s responsibility for Hire Equipment during any Event or show period under clause 11.

11. Exhibition and Events Services

11.1 This clause 11 applies where Access supplies Event Services under an Order.

11.2 Access will provide the Event Services set out in the Order. This may include project coordination, supplier coordination, stand or display coordination, delivery coordination, installation, handover, dismantling, collection, return to storage and related services.

11.3 The Customer acknowledges that Event Services may depend on venue rules, organiser requirements, exhibitor manual deadlines, site access, build-up and breakdown windows, contractor rules, health and safety requirements, venue services, Third-Party Suppliers and other matters outside Access’s direct control.

11.4 The Customer must provide Access with all event, venue, organiser, exhibitor manual, access, contractor, health and safety, insurance, technical, build-up, breakdown and site information reasonably required by Access in good time before the Event.

11.5 Unless the Order expressly states otherwise, the Customer is responsible for obtaining and maintaining all venue, organiser, exhibitor, landlord, contractor, health and safety and other approvals, consents, permissions, passes and authorisations required for the Event, the stand space, the Goods, the Hire Equipment and the Services.

11.6 Where Access assists the Customer with venue, organiser or third-party requirements, including by submitting information, ordering services or liaising with the relevant third party, Access does so as part of the Services stated in the Order. Access is not responsible for the acts, omissions, delays, charges, decisions, refusals or requirements of any venue, organiser, promoter, landlord, contractor, electrician, rigger, carrier, internet provider, shell scheme provider, utilities provider or other third party, except to the extent caused by Access’s own breach of the Contract, negligence or failure to use reasonable care and skill.

11.7 The Customer is responsible for any venue, organiser, exhibitor manual, contractor, utility, electrical, rigging, internet, lifting, storage, security, cleaning, waste, parking, access, late working, out-of-hours or other third-party charges, unless the Order expressly states that those charges are included in the Charges.

11.8 Access will use reasonable efforts to complete installation in accordance with the estimated timetable stated in the Order or otherwise agreed in writing. Any installation, handover, completion, dismantling, collection or return dates and times are estimates only, unless the Order expressly states that they are guaranteed and that time is of the essence.

11.9 Installation or handover will be treated as complete when:

(a) Access has completed the installation or relevant part of the Event Services in all material respects;

(b) the Goods, Hire Equipment or stand are made available for use;

(d) no Customer representative is available to inspect or sign off, and Access reasonably considers that the installation or handover is complete.

11.10 The Customer must inspect the Goods, Hire Equipment, stand or Event setup as soon as reasonably practicable following installation or handover and must notify Access promptly of any visible issue, missing item, damage or non-conformity.

11.11 Once installation or handover has taken place, and during the Event or show period, the Customer is responsible for:

(a) the proper use, care and supervision of the Goods, Hire Equipment, stand, graphics, furniture, equipment and other Deliverables;

(b) ensuring that attendees, staff, guests, contractors, visitors and other third parties do not misuse, damage, move, alter, interfere with or remove any Goods, Hire Equipment or Deliverables;

(c) keeping the stand space and any Goods, Hire Equipment or Deliverables safe, secure and protected against loss, theft, damage, misuse, weather damage, fire, water damage and vandalism;

(d) complying with all venue, organiser, health and safety, fire safety, insurance, security and exhibitor requirements during the Event; and

(e) notifying Access promptly of any issue requiring support or rectification.

11.12 If an issue arises during the Event or show period:

(a) Access will use reasonable efforts to assist where reasonably practicable;

(b) if the issue is caused by Access’s breach of the Contract, negligence or failure to use reasonable care and skill, Access will use reasonable efforts to rectify the issue at its own cost; and

(c) if the issue is caused by the Customer, Customer Materials, attendees, staff, visitors, contractors, venue, organiser, third-party services, misuse, damage, late instructions, missing information or any other matter not caused by Access, Access may charge the Customer for all Additional Charges incurred in investigating, attending to, repairing or rectifying the issue.

11.13 The Customer must not move, alter, repair, dismantle, remove, dispose of or interfere with any Goods, Hire Equipment, stand, graphics, furniture, equipment, fixings, fixtures, fittings or other Deliverables during the Event without Access’s prior written approval.

11.14 Unless the Order states otherwise, Access will dismantle, collect, remove or return to storage the Goods, Hire Equipment or other items that Access is responsible for dismantling or collecting under the Order.

11.15 The Customer must ensure that Access and any relevant Third-Party Suppliers have safe, timely and adequate access for dismantling, collection, removal, loading, transport and return to storage, including any venue passes, breakdown access, loading bay access, parking and security clearance required.

11.16 If dismantling, collection, removal or return to storage is delayed, prevented or made more difficult because of the Customer, the venue, organiser, contractor, access restrictions, missing information, unsafe conditions, third-party delay or any other matter not caused by Access, Access may charge the Customer for all Additional Charges incurred.

11.17 Access may reuse, return to stock, return to a Third-Party Supplier, store, repair, dispose of or otherwise deal with any Hire Equipment, reusable components, frames, structures, fixtures, fittings, furniture, graphics or other materials after the Event, unless the Order expressly states that those items are sold to the Customer or must be stored for the Customer.

11.18 The Customer is responsible for removing all personal items, merchandise, stock, samples, valuables, confidential materials and other property belonging to the Customer from the stand or Event space before dismantling begins. Access is not responsible for any Customer property left at the Event, except to the extent caused by Access’s own breach of the Contract, negligence or failure to use reasonable care and skill.

11.19 Nothing in this clause 11 limits the Customer’s obligations under clause 9 or the Customer’s responsibility for Hire Equipment under clause 10.

12. Artwork, Graphics and Customer Materials

12.1 This clause 12 applies where the Customer provides, approves or is required to provide any Artwork or Customer Materials in connection with an Order.

12.2 The Customer must provide all Artwork and Customer Materials by the dates reasonably required by Access and in the format, quality, resolution, dimensions, colour profile and specification reasonably requested by Access or the relevant Third-Party Supplier.

12.3 Unless the Order expressly states that Access is responsible for creating or adapting Artwork, the Customer is responsible for ensuring that all Artwork and Customer Materials are print-ready, complete, accurate, suitable and supplied in good time.

12.4 The Customer is responsible for checking and approving all Artwork, proofs, layouts, designs, visuals, drawings, measurements, colours, finishes, copy, spelling, grammar, logos, branding, dimensions, positioning and specifications before production, printing, manufacture, delivery or installation.

12.5 Access may rely on any approval, sign-off, instruction or confirmation given by the Customer or any person acting on the Customer’s behalf.

12.6 Once Artwork, a proof, layout, design, drawing, visual, specification or other Customer Material has been approved by or on behalf of the Customer, Access will not be responsible for any error, omission, inaccuracy, spelling error, colour issue, sizing issue, positioning issue, design issue or other problem in that approved item, except to the extent caused by Access’s own breach of the Contract, negligence or failure to use reasonable care and skill.

12.7 The Customer acknowledges that colours, finishes, images, lighting, scale and appearance may vary between screens, digital proofs, printed proofs, samples, supplier materials, manufacturer materials and final printed or manufactured outputs.

12.8 If Artwork or Customer Materials are late, incomplete, inaccurate, unsuitable, not print-ready, not approved, or not provided in the format required:

(a) Access may suspend or delay production, printing, manufacture, delivery, installation or performance;

(b) Access may revise any estimated dates or timetable;

(c) Access may charge the Customer for any Additional Charges incurred, including artwork correction, reformatting, supplier charges, printer charges, dedicated delivery, express transport, storage, waiting time, re-printing or re-production costs; and

(d) Access will not be liable for any delay, loss, damage, cost or failure to meet an estimated date to the extent caused by the issue.

12.9 If the Customer asks Access to create, amend, adapt, correct, redraw, resize, reformat, check or otherwise work on Artwork or Customer Materials, Access may charge the Customer for that work unless the Order expressly states that it is included in the Charges.

12.10 Access is not responsible for checking whether Artwork or Customer Materials are legally compliant, accurate, complete, non-infringing or suitable for the Customer’s intended use, unless the Order expressly states otherwise.

12.11 The Customer warrants that:

(a) it owns or has the right to use and provide the Artwork and Customer Materials;

(b) Access, its personnel and relevant Third-Party Suppliers may use, copy, modify, adapt, reproduce, print, manufacture, display and otherwise process the Artwork and Customer Materials for the purposes of performing the Contract; and

(c) the use of the Artwork and Customer Materials in connection with the Contract will not infringe any third-party rights or breach any law.

12.12 The Customer shall indemnify Access against all Losses suffered or incurred by Access arising out of or in connection with any claim that Access’s use of the Artwork or Customer Materials infringes a third party’s Intellectual Property Rights or other rights.

12.13 Access may reject or refuse to use any Artwork or Customer Materials which Access reasonably considers to be unlawful, offensive, defamatory, infringing, unsafe, unsuitable, technically inadequate, poor quality or otherwise inappropriate for the Order.

12.14 Access may retain copies of Artwork and Customer Materials where reasonably required for record-keeping, evidence of approval, legal compliance, accounting, dispute management, repeat orders or legitimate business administration.

12.15 Nothing in this clause 12 transfers ownership of Access’s Intellectual Property Rights to the Customer. Access’s Intellectual Property Rights are dealt with in clause 15.

13. Variations and Additional Charges

13.1 Either party may request a Variation to an Order.

13.2 Access is not required to carry out any Variation unless Access has agreed to it in writing, except where the Variation is required because of a Customer Default, venue requirement, organiser requirement, safety requirement, legal requirement, Third-Party Supplier requirement, site condition, product availability issue, technical issue or other matter affecting the performance of the Contract.

13.3 A Variation may include any change to:

(a) the Goods, Hire Equipment, Services or Deliverables;

(b) the scope, specification, design, quantity, layout, measurement, finish, colour, material or technical requirement;

(d) delivery, collection, installation, dismantling, storage or return requirements;

(e) Event dates, venue details, access arrangements, organiser requirements or exhibitor manual requirements;

(f) timing, deadlines, build-up windows, breakdown windows or performance dates;

(g) Third-Party Supplier requirements, supplier charges or manufacturer requirements; or

(h) any other assumption, exclusion, dependency or requirement stated in the Order.

13.4 A Variation may be agreed by email, signed quotation, revised proposal, proforma invoice, sales invoice, written approval, purchase order accepted by Access, or any other written communication accepted by Access.

13.5 Unless Access confirms otherwise in writing, any Variation will be charged in addition to the original Charges.

13.6 Access may charge the Customer for any Additional Charges arising from or connected with a Variation, including:

(a) additional Goods, Hire Equipment, Services or Deliverables;

(b) additional furniture, equipment, components, graphics, accessories, materials or supplier items;

(d) dedicated delivery, express transport, courier charges, re-delivery, failed delivery, waiting time or out-of-hours work;

(e) additional installation, dismantling, labour, project management, coordination, storage, handling or administration time;

(f) venue, organiser, contractor, electrician, rigger, carrier, customs, shipping, supplier, manufacturer or other third-party charges;

(g) costs arising from late, inaccurate, incomplete or unsuitable Customer Materials, Artwork, instructions, approvals, access details or payment;

(h) costs arising from site conditions, venue restrictions, access restrictions, health and safety requirements or other practical requirements not included in the original Order; and

(i) any other costs or expenses reasonably incurred by Access in connection with the Variation.

13.7 If a Variation affects timing, Access may revise any estimated delivery, installation, handover, dismantling, collection, return, completion or performance date.

13.8 Access will not be liable for any delay, loss, damage, cost or failure to meet an estimated date to the extent caused by a Variation or by the Customer’s delay in approving a Variation.

13.9 If Access provides Goods, Hire Equipment, Services or Deliverables outside the original scope of the Order at the Customer’s request, or because they are reasonably required to complete or protect the Order, those items will be treated as a Variation or Additional Charge even if a formal revised quotation has not been issued before the work is carried out.

13.10 Where a Variation is urgent, time-critical or required during an Event, build-up, show period, breakdown or other live project period, Access may rely on email approval, verbal approval followed by written confirmation, or approval from the Customer’s on-site representative.

13.11 The Customer must pay all Additional Charges in accordance with clause 14 unless Access agrees different payment terms in writing.

13.12 Nothing in this clause 13 requires Access to accept a requested Variation where Access considers, acting reasonably, that the Variation is not practical, safe, lawful, technically suitable, commercially reasonable, or capable of being delivered within the required timeframe.

14. Charges and payment

14.1 The Customer must pay the Charges set out in the Order, together with any Additional Charges payable under these Terms.

14.2 Unless the Order states otherwise, all Charges are exclusive of VAT, delivery charges, transport costs, packaging, insurance, storage, customs charges, import or export duties, bank charges, currency conversion charges, venue charges, organiser charges, third-party charges and any other taxes, duties, fees, costs or expenses.

14.3 Access may require payment in full, a deposit, staged payments, advance payments, milestone payments, payment before manufacture, payment before procurement, payment before printing, payment before delivery, payment before installation, payment before release of Goods, or payment before performance of Services, as set out in the Order or otherwise notified by Access in writing.

14.4 Unless credit terms have been agreed by Access in writing, the Customer must pay each invoice in accordance with the payment dates or payment stages stated in the Order or invoice.

14.5 If no payment date or payment stage is stated, the Customer must pay the invoice within 30 days of the invoice date.

14.6 Payment must be made in full and in cleared funds to the bank account nominated by Access. Payment is not treated as received until Access has received cleared funds.

14.7 Bank transfer confirmations, payment screenshots, remittance advices or similar documents are not proof that Access has received cleared funds.

14.8 Time for payment is of the essence.

14.9 Access is not required to start or continue manufacture, procurement, ordering, reservation, printing, production, delivery, installation, dismantling, release of Goods, release of Hire Equipment, performance of Services, or instruction of Third-Party Suppliers unless Access has received the relevant payment in cleared funds.

14.10 If the Customer fails to make any payment due under the Contract by the due date, Access may, without limiting any other right or remedy:

(a) suspend or delay the Contract or any other contract with the Customer;

(b) suspend or delay manufacture, procurement, production, printing, delivery, installation, dismantling, collection, release of Goods, release of Hire Equipment, performance of Services, or instruction of Third-Party Suppliers;

(d) charge interest under clause 14.13;

(e) recover any Additional Charges, losses, costs or expenses incurred as a result of the late or non-payment; and

(f) terminate the Contract in accordance with clause 22.

14.11 Access will not be liable for any delay, loss, damage, cost or failure to meet any date or deadline to the extent caused by the Customer’s failure to make payment in full and in cleared funds when due.

14.12 If Access agrees credit terms with the Customer, Access may withdraw or amend those credit terms at any time if:

(a) the Customer fails to pay any amount when due;

(b) Access reasonably considers that the Customer’s financial position has deteriorated;

(d) Access otherwise has reasonable concerns about the Customer’s ability or willingness to pay.

14.13 If the Customer fails to make payment by the due date, Access may charge interest on the overdue amount at 4% per year above the Bank of England base rate from time to time, accruing daily from the due date until payment is made, whether before or after judgment.

14.14 The Customer must pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding, except for any deduction or withholding required by law.

14.15 If the Customer disputes an invoice in good faith, the Customer must:

(a) notify Access in writing promptly, and in any event before the due date for payment;

(b) provide full details of the disputed amount and the reason for the dispute;

(d) work with Access in good faith to resolve the disputed amount promptly.

14.16 A dispute about part of an invoice does not entitle the Customer to withhold payment of any undisputed amount.

14.17 The Customer is responsible for any bank charges, currency conversion charges, international payment charges, deductions, transfer fees or similar charges relating to payment. Access must receive the full amount invoiced.

14.18 Access may apply any payment received from the Customer to any outstanding invoice, debt, interest, Additional Charge or other amount owed by the Customer to Access, in any order Access considers appropriate.

14.19 Nothing in this clause 14 limits Access’s right to recover the Charges, Additional Charges, interest, costs or other sums due under the Contract.

15. Intellectual Property Rights

15.1 The Customer will retain ownership of all Intellectual Property Rights in the Customer Materials.

15.2 Access, or its licensors, will retain ownership of all Intellectual Property Rights in:

(a) Access’s designs, concepts, proposals, drawings, plans, layouts, visuals, renders, templates, methods, processes, know-how, specifications, working files and other materials created, developed, owned or used by Access;

(b) any materials, designs, concepts, drawings, plans, layouts, visuals, renders, specifications or proposals created by or for Access before an Order is accepted;

(c) any improvements, adaptations, developments or modifications to Access’s materials, methods, processes, templates, know-how or working files; and

(d) Access Materials or materials.

15.3 Ownership of any materials, equipment, property, software, designs, components, products, images, fonts, stock materials, manufacturer materials or other items belonging to a Third-Party Supplier will remain with the relevant Third-Party Supplier or other third-party owner.

15.4 Unless the Order expressly states otherwise, nothing in the Contract transfers ownership of Access’s Intellectual Property Rights to the Customer.

15.5 Subject to clause 15.6 and payment of all Charges and Additional Charges due under the Contract, Access grants the Customer a non-exclusive, non-transferable, royalty-free licence to use the final Deliverables supplied by Access for the purpose stated in the Order.

15.6 The licence in clause 15.5 is limited to the Customer’s use of the final Deliverables for the relevant Order, Event, display, installation, project or internal business purpose. It does not allow the Customer to:
(a) copy, reproduce, adapt, modify or reverse engineer Access’s designs, concepts, drawings, layouts, specifications, visuals, proposals or working files;

(b) use Access’s designs, concepts, drawings, layouts, specifications, visuals, proposals or working files to obtain goods or services from another supplier;

(c) disclose Access’s designs, concepts, drawings, layouts, specifications, visuals, proposals or working files to another supplier for copying, manufacture, pricing or production;

(d) use Access’s materials for any purpose outside the relevant Order; or

(e) sub-license, assign, transfer or commercially exploit Access’s materials without Access’s prior written consent.

15.7 If Access creates designs, concepts, drawings, layouts, visuals, proposals or other materials before an Order is accepted, those materials remain Access’s property. The Customer must not use, copy, adapt, reproduce, share or disclose those materials to any third party unless Access has agreed this in writing.

15.8 The Customer grants Access a non-exclusive, royalty-free licence to use, copy, modify, adapt, reproduce, print, manufacture, display and otherwise use the Customer Materials for the purpose of preparing proposals, performing the Contract, supplying the Goods, Hire Equipment, Services or Deliverables, managing repeat orders, keeping records and exercising Access’s rights under the Contract.

15.9 The Customer warrants that:

(a) it owns or has the right to use and provide the Customer Materials;

(b) Access, its personnel and relevant Third-Party Suppliers may use the Customer Materials as contemplated by the Contract; and

(c) Access’s use of the Customer Materials in connection with the Contract will not infringe any third-party rights or breach any law.

15.10 The Customer shall indemnify Access against all Losses suffered or incurred by Access arising out of or in connection with any claim that Access’s use of the Customer Materials infringes a third party’s Intellectual Property Rights or other rights.

15.11 Where any Deliverables, Goods, Hire Equipment or Services include materials, software, designs, components, products, images, fonts, stock materials, manufacturer materials or other items owned or licensed by a Third-Party Supplier, the Customer’s use of those items may be subject to the relevant Third-Party Supplier’s licence terms, restrictions or conditions.

15.12 Access may refer to the Customer and the project in Access’s portfolio, marketing materials, website, social media, case studies, credentials, awards submissions and similar materials, unless the Customer has notified Access in writing that the project is confidential or that Access may not do so.

15.13 Nothing in this clause 15 prevents Access from using its general skills, experience, know-how, ideas, techniques, methods, supplier knowledge or expertise in its business.

15.14 This clause 15 will survive termination or expiry of the Contract.

16. Storage, reuse, disposal and Customer property

16.1 Access will only provide storage for Goods, Hire Equipment, Customer Materials, graphics, components, reusable items, stand materials, display materials or other items where this is stated in the Order or otherwise agreed by Access in writing.

16.2 Any storage provided by Access is subject to:

(a) available space;

(b) any storage period stated in the Order;

(d) any storage requirements, restrictions or conditions notified by Access; and

(e) Access’s right to require collection, return, disposal or removal in accordance with this clause 16.

16.3 Unless the Order expressly states otherwise, Access is not required to store any Goods, Customer Materials, graphics, components, stand materials, display materials, packaging, personal items, stock, samples, merchandise, valuables or other Customer property after completion of the Order or Event.

16.4 Hire Equipment, Access Materials, reusable components, frames, structures, fixtures, fittings, furniture, graphics, display systems and other materials owned by Access or a Third-Party Supplier may be returned to stock, reused, repaired, reallocated, returned to the relevant Third-Party Supplier, recycled or disposed of after the Event, unless the Order expressly states otherwise.

16.5 The Customer is responsible for removing all personal items, stock, samples, merchandise, confidential materials, valuables and other Customer property from any stand, Event space, Delivery Location or Goods before dismantling, collection, storage, return or disposal begins.

16.6 Access is not responsible for any Customer property left at a venue, Event space, Delivery Location, stand or other location after handover, completion or dismantling begins, except to the extent caused by Access’s own breach of the Contract, negligence or failure to use reasonable care and skill.

16.7 Where Access agrees to store any Customer property, Goods, graphics, components, stand materials or other items for the Customer, the Customer acknowledges that Access is not an insurer of those items. The Customer is responsible for arranging any insurance required for stored items, unless Access expressly agrees otherwise in writing.

16.8 The Customer must collect or arrange return of any Customer property or stored items within the period stated in the Order or otherwise notified by Access.

16.9 If no collection or storage period is stated, Access may require the Customer to collect or arrange return of the relevant items by giving the Customer not less than 10 Business Days’ written notice.

16.10 If the Customer fails to collect or arrange return of the relevant items within the period required under clause 16.8 or 16.9, Access may:

(a) continue to store the items and charge the Customer for storage, handling, insurance, administration and related costs;

(b) return the items to the Customer at the Customer’s cost;

(d) recover from the Customer any costs or expenses incurred by Access.

16.11 Access may dispose of, recycle, reallocate or otherwise deal with stored items without further notice where:

(a) the items are perishable, unsafe, hazardous, damaged, contaminated, unsuitable for storage or reasonably considered by Access to present a risk;

(b) continued storage would breach any law, lease, venue rule, insurer requirement, health and safety requirement or Third-Party Supplier requirement;

(d) Access has given notice under clause 16.9 and the Customer has failed to collect or arrange return within the notice period.

16.12 If Access sells or recovers value from any Customer-owned items under this clause 16, Access may deduct all unpaid Charges, Additional Charges, storage Charges, disposal costs, sale costs, handling costs, administration costs and other sums due to Access before accounting to the Customer for any net proceeds.

16.13 Access will not be liable for loss of, damage to or deterioration of stored items except to the extent caused by Access’s own breach of the Contract, negligence or failure to use reasonable care and skill.

16.14 Nothing in this clause 16 affects Access’s title to Hire Equipment, Access Materials or any other materials owned by Access or a Third-Party Supplier.

17. Data protection

17.1 Each party must comply with all applicable Data Protection Laws when performing its obligations under the Contract.

17.2 In this clause 17, Data Protection Laws means all applicable laws relating to data protection, privacy, electronic communications or the processing of personal data in force in the United Kingdom from time to time, including the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003.

17.3 Access may process personal data relating to the Customer’s personnel, representatives, delivery contacts, venue contacts, event contacts, exhibitors, contractors, suppliers and other individuals involved in the Order for the purposes of:

(a) responding to enquiries;

(b) preparing quotations, proposals and Orders;

(d) arranging delivery, collection, installation, dismantling, storage and support;

(e) liaising with venues, organisers, Third-Party Suppliers, carriers and other relevant parties;

(f) administering payments, accounts and credit control;

(g) managing customer service, complaints, defects, claims and disputes;

(h) keeping business records; and

(i) complying with legal, regulatory, tax, accounting and insurance requirements.

17.4 The Customer must ensure that it has a lawful basis for providing personal data to Access and that all relevant individuals have been given any privacy information required under Data Protection Laws.

17.5 The Customer acknowledges that Access may share relevant personal data with Access’s employees, officers, contractors, subcontractors, Third-Party Suppliers, manufacturers, carriers, venues, event organisers, payment providers, insurers, professional advisers, IT providers and other third parties where reasonably necessary for the purposes set out in clause 17.3.

17.6 Access will process personal data in accordance with its privacy policy, as updated from time to time.

17.7 Unless otherwise agreed in writing, the parties acknowledge that each party acts as an independent controller in relation to personal data processed for the purposes of managing and performing the Contract.

17.8 If the parties agree, or Data Protection Laws require, that Access processes personal data as processor on behalf of the Customer in connection with a particular Order, the parties will enter into a separate data processing agreement or data processing schedule before that processing begins. The Customer must provide any information reasonably required by Access to complete that agreement or schedule, including the subject matter, duration, nature and purpose of the processing, the type of personal data, the categories of data subjects and the Customer’s instructions.

17.9 Either party may, on not less than 30 days’ written notice, require this clause 17 to be amended, replaced or supplemented by any data protection terms reasonably required to comply with Data Protection Laws, including any controller-to-processor terms, controller-to-controller terms, standard contractual clauses, international transfer terms, recognised certification terms or other legally required data protection terms. The parties will act reasonably and in good faith to agree and implement those terms.

17.10 Where any transfer of personal data outside the United Kingdom is required, the parties will take such steps as are required under applicable Data Protection Laws.

17.11 This clause 17 does not limit either party’s obligations under Data Protection Laws.

18. Confidentiality

18.1 Each party must keep the other party’s Confidential Information confidential and must not disclose it except as permitted under this clause 18.

18.2 Confidential Information means any information relating to a party’s business, customers, suppliers, products, services, pricing, finances, operations, plans, designs, drawings, proposals, know-how, trade secrets, technical information, commercial information, project information or other confidential information, whether disclosed before or after the Contract is formed.

18.3 Access’s Confidential Information includes Access’s quotations, pricing, proposals, concepts, designs, drawings, layouts, specifications, supplier information, project methods, working files, processes, know-how and other materials created or used by Access.

18.4 A party may disclose the other party’s Confidential Information:

(a) to its employees, officers, representatives, contractors, subcontractors, Third-Party Suppliers, insurers, professional advisers and other persons who need to know the information for the purposes of the Contract;

(b) where required by law, a court, regulator, tax authority or other competent authority; or

18.5 Each party must ensure that any person to whom it discloses the other party’s Confidential Information under clause 18.4 keeps that information confidential.

18.6 A party must not use the other party’s Confidential Information for any purpose other than exercising its rights or performing its obligations under the Contract.

18.7 The obligations in this clause 18 do not apply to information that:

(a) is or becomes publicly available other than through breach of the Contract;

(b) was lawfully known to the receiving party before it was disclosed;

(d) is independently developed without use of or reference to the other party’s Confidential Information.

18.8 Nothing in this clause 18 prevents Access from using its general skills, experience, know-how, methods, ideas, techniques, supplier knowledge or expertise in its business, provided that Access does not disclose the Customer’s Confidential Information.

18.9 This clause 18 will survive termination or expiry of the Contract.

19. Customer cancellation, event postponement and committed costs

19.1 The Customer may not cancel an Order except with Access’s prior written agreement.

19.2 If the Customer asks to cancel an Order, Access may agree to cancellation on such terms as Access considers reasonable, including payment by the Customer of:

(a) all Goods, Hire Equipment, Services and Deliverables supplied or performed up to the date of cancellation;

(b) all work in progress;

(c) all materials, graphics, components, print, products, stock, bespoke items or other items ordered, reserved, manufactured, printed, produced or procured for the Order;

(d) all Third-Party Supplier charges, cancellation charges, restocking charges, hire charges, venue charges, organiser charges, carrier charges, storage charges and other committed costs;

(e) any loss of profit, loss of margin or other loss suffered by Access as a result of the cancellation, where reasonable; and

(f) any Additional Charges incurred by Access.

19.3 If Goods, Hire Equipment, Services or Deliverables are bespoke, customised, printed, manufactured to order, sourced specially, reserved for a specific Event, or otherwise not reasonably capable of being reused or resold by Access, the Customer will remain liable for the full Charges relating to those items, unless Access agrees otherwise in writing.

19.4 If an Event is cancelled, postponed, delayed, relocated, reduced in scope, changed or otherwise affected for any reason not caused by Access, the Customer will remain liable for:

(a) all Charges due under the Order;

(b) all Additional Charges incurred by Access;

(c) all Third-Party Supplier charges, cancellation charges, postponement charges, storage charges, rebooking charges, re-delivery charges, venue charges, organiser charges and other committed costs; and

(d) any additional costs of rearranging, storing, reworking, reprinting, adapting, re-delivering, reinstalling, dismantling, collecting or otherwise dealing with the Goods, Hire Equipment, Services or Deliverables.

19.5 Access will use reasonable efforts to reduce avoidable costs following cancellation or postponement, but Access is not required to absorb costs, charges or losses that have already been incurred, committed or become payable.

19.6 If the Customer wishes to move an Order or Event to a new date, venue or scope, this will be treated as a Variation unless Access agrees otherwise in writing.

19.7 Access may cancel, suspend, delay or postpone performance of the Contract if:

(a) the Customer fails to make payment when due;

(b) the Customer fails to provide required Customer Materials, Artwork, approvals, access, venue information, organiser information or instructions;

(d) a Third-Party Supplier is unable or unwilling to supply required Goods, Hire Equipment, Services or support;

(e) a venue, organiser, promoter, landlord, authority or other third party prevents, delays or materially changes performance; or

(f) the Customer is otherwise in material breach of the Contract.

19.8 Any cancellation, postponement, suspension or delay under this clause 19 will not affect any Charges, Additional Charges, committed costs, Third-Party Supplier charges, storage charges, cancellation charges or other amounts already due or incurred.

19.9 Nothing in this clause 19 limits Access’s right to terminate the Contract under clause 22 or any other right or remedy Access may have.

19.10 The Customer’s obligation to pay amounts due under this clause 19 is not limited by the liability cap in clause 21.

20. Force majeure

20.1 Neither party will be liable for any delay or failure in performing its obligations under the Contract to the extent that the delay or failure is caused by a Force Majeure Event.

20.2 A Force Majeure Event includes any event, circumstance or cause beyond a party’s reasonable control, including:

(a) fire, flood, storm, adverse weather, epidemic, pandemic, natural disaster or accident;

(b) war, civil unrest, terrorism, protest, riot or security incident;

(d) transport, shipping, customs, border, carrier, fuel, power, utilities, internet or telecommunications failure or delay;

(e) supplier, manufacturer, venue, organiser, promoter, landlord, contractor or authority failure, restriction, delay or requirement;

(f) changes in law, government action, sanctions, import or export restrictions, or regulatory requirements; and

(g) event cancellation, venue closure, access restriction, health and safety restriction or any other event outside the affected party’s reasonable control.

20.3 The party affected by a Force Majeure Event must notify the other party as soon as reasonably practicable and use reasonable efforts to reduce the effect of the Force Majeure Event where possible.

20.4 If a Force Majeure Event affects Access’s performance, Access may:

(a) revise any estimated dates or timetable;

(b) suspend or delay performance;

(c) substitute unavailable Goods, Hire Equipment, materials or Services with reasonable alternatives, where practical and appropriate;

(d) treat the affected matter as a Variation where the scope, timing, Charges or method of performance is materially affected; and

(e) charge the Customer for any Additional Charges reasonably incurred.

20.5 If a Force Majeure Event continues for more than 30 days, either party may terminate the affected Contract by giving written notice to the other party.

20.6 Termination under clause 20.5 will not affect any Charges, Additional Charges, committed costs, Third-Party Supplier charges, storage charges, cancellation charges or other amounts already due or incurred before termination.

21. Limitation of liability

21.1 The limits and exclusions in this clause 21 apply to liability arising under or in connection with the Contract, whether in contract, tort including negligence, breach of statutory duty, misrepresentation, restitution or otherwise.

21.2 Nothing in the Contract limits or excludes any liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;

(d) defective products under the Consumer Protection Act 1987; or

(e) any other liability that cannot lawfully be limited or excluded.

21.3 Subject to clause 21.2, Access’s total liability to the Customer arising under or in connection with a Contract will not exceed 100% of the Charges paid or payable by the Customer under the relevant Order.

21.4 The cap in clause 21.3 does not apply to, limit or reduce the Customer’s obligation to pay:

(a) the Charges;

(b) any Additional Charges;

(d) any cancellation, postponement, storage, disposal, re-delivery, rebooking, committed cost or Third-Party Supplier charge payable under these Terms;

(e) any repair, replacement, cleaning, late return, loss of use or other charge relating to Hire Equipment;

(f) any amount payable under an indemnity given by the Customer under these Terms; or

(g) any other amount properly due from the Customer to Access under the Contract.

21.5 Subject to clause 21.2, Access will not be liable for any:

(a) loss of profits;

(b) loss of sales or business;

(d) loss of anticipated savings;

(e) loss of or damage to goodwill or reputation;

(f) loss of opportunity;

(g) loss of, damage to or corruption of data, software or information;

(h) loss of use;

(i) loss of revenue;

(j) loss arising from event cancellation, event postponement, missed exhibition opportunity, missed sales opportunity, loss of footfall, loss of leads, loss of sponsorship, loss of marketing exposure or loss of expected event outcomes; or

(k) indirect or consequential loss.

21.6 Subject to clause 21.2, Access will not be liable for any delay, failure, loss, damage, cost or expense to the extent caused by:

(a) the Customer’s breach of the Contract or Customer Default;

(b) late, incomplete, inaccurate or unsuitable Customer Materials, Artwork, approvals, instructions, venue details, access details or payment;

(d) any venue, organiser, promoter, landlord, contractor, carrier, customs, shipping, supplier, manufacturer, authority or other third-party requirement or delay;

(e) the Customer’s use, misuse, alteration, movement, repair, dismantling or interference with any Goods, Hire Equipment or Deliverables

(f) any issue arising during an Event or show period after installation or handover, except to the extent caused by Access’s own breach of the Contract, negligence or failure to use reasonable care and skill; or

(g) any matter outside Access’s reasonable control.

21.7 Subject to clause 21.2, Access will not be liable for any Customer property, stock, samples, merchandise, valuables, confidential materials, personal items or other items left at a venue, Event space, Delivery Location, stand, storage location or other location, except to the extent caused by Access’s own breach of the Contract, negligence or failure to use reasonable care and skill.

21.8 Access has given commitments in these Terms as to the quality of Goods, Hire Equipment and Services. Except as expressly stated in these Terms, and to the fullest extent permitted by law, all warranties, conditions and other terms implied by statute, common law or otherwise are excluded.

21.9 The Customer acknowledges that the limits and exclusions in this clause 21 are reasonable, taking into account the nature of the Goods, Hire Equipment and Services, the Charges, the availability of insurance, Access’s reliance on Third-Party Suppliers, and the Customer’s ability to arrange its own insurance for losses above the limits in this clause 21.

21.10 This clause 21 will survive termination or expiry of the Contract.

22. Termination

22.1 Without limiting any other right or remedy, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party commits a material breach of the Contract and, where the breach can be remedied, fails to remedy that breach within 14 days after being notified in writing to do so.

22.2 Without limiting any other right or remedy, Access may terminate the Contract with immediate effect by giving written notice to the Customer if:

(a) the Customer fails to make any payment due under the Contract by the due date;

(b) the Customer commits a Customer Default which prevents, delays or materially affects Access’s ability to perform the Contract;

(c) the Customer fails to provide required Customer Materials, Artwork, approvals, instructions, venue details, access details, payment or other information reasonably required by Access to perform the Contract;

(d) Access reasonably considers that continuing to perform the Contract would be unsafe, unlawful, impractical or likely to expose Access, its personnel or any Third-Party Supplier to unreasonable risk;

(e) the Customer acts in a way that damages, or is reasonably likely to damage, Access’s reputation or commercial interests;

(f) the Customer refuses to pay any Additional Charges properly payable under these Terms; or

(g) the Customer otherwise acts in a way that makes performance of the Contract materially more difficult, delayed or costly, and does not remedy the issue within a reasonable time after Access asks it to do so.

22.3 Without limiting any other right or remedy, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party:

(a) is unable to pay its debts as they fall due;

(b) becomes insolvent;

(c) enters administration, liquidation, receivership, bankruptcy, a company voluntary arrangement, an individual voluntary arrangement, a moratorium or any similar process;

(d) has a receiver, administrator, liquidator, trustee or similar officer appointed over any of its assets;

(e) suspends, ceases or threatens to suspend or cease carrying on all or a substantial part of its business; or

(f) becomes subject to any event in any jurisdiction that has an equivalent or similar effect to the events listed above.

22.4 Without limiting any other right or remedy, Access may suspend performance of the Contract, or any other contract with the Customer, if:

(a) the Customer fails to pay any amount due by the due date;

(b) the Customer becomes subject to any event listed in clause 22.3;

(d) there is a Customer Default;

(e) the Customer fails to provide information, approvals, access, Customer Materials, Artwork or payment required for Access to perform the Contract; or

(f) Access reasonably considers that continuing performance would be unsafe, unlawful, impractical or commercially unreasonable.

22.5 Access will not be liable for any delay, loss, damage, cost or failure to perform arising from any suspension under clause 22.4.

22.6 If Access suspends performance under clause 22.4, the Customer must reimburse Access for any Additional Charges, losses, costs or expenses incurred by Access as a result of the suspension, delay, restart, remobilisation, storage, rebooking, supplier charges or other related matters.

22.7 Either party may terminate the affected Contract in accordance with clause 20.5 if a Force Majeure Event continues for more than 30 days.

22.8 Termination of the Contract will not affect any Charges, Additional Charges, committed costs, cancellation charges, postponement charges, Third-Party Supplier charges, storage charges, hire equipment charges, indemnity claims or other amounts payable by the Customer under these Terms, including under clause 19.

22.9 Nothing in this clause 22 limits:

(a) Access’s rights under clause 19 in relation to customer cancellation, event postponement and committed costs;

(b) Access’s rights under clause 14 in relation to Charges and payment;

(d) any other right or remedy available to Access under the Contract or applicable law.

23. Consequences of termination

23.1 On termination or expiry of the Contract, the Customer must immediately pay Access:

(a) all unpaid invoices and any interest due;

(b) all Charges and Additional Charges due under the Contract;

(c) all Charges for Goods, Hire Equipment, Services and Deliverables supplied, performed, ordered, reserved, manufactured, printed, procured or made available before termination;

(d) all work in progress;

(e) all committed costs, Third-Party Supplier charges, manufacturer charges, venue charges, organiser charges, carrier charges, hire charges, storage charges, cancellation charges and other costs or expenses incurred or committed by Access before termination;

(f) all amounts payable under clause 19; and

(g) any other amounts due to Access under the Contract.

23.2 Access may submit an invoice for any amounts referred to in clause 23.1, which have not already been invoiced. The Customer must pay that invoice immediately on receipt.

23.3 Termination or expiry of the Contract will not affect any rights, remedies, obligations or liabilities that have accrued before termination or expiry, including any right to claim damages or payment in respect of any breach of the Contract which existed at or before the date of termination or expiry.

23.4 On termination or expiry of the Contract, the Customer must immediately return to Access, or make available for collection by Access:

(a) all Hire Equipment;

(b) all Access Materials;

(d) all unpaid Deliverables; and

(e) any other property belonging to Access or a Third-Party Supplier.

23.5 Until the items referred to in clause 23.4 are returned or collected, the Customer must keep them safe, secure, insured, in good condition and separate from the Customer’s own property where reasonably practicable.

23.6 If the Customer fails to return or make available for collection any items referred to in clause 23.4, Access may:

(a) charge the Customer for any continued hire, storage, insurance, handling, transport, administration, loss of use, repair, replacement or recovery costs;

(b) require the Customer to deliver the items to Access or to a location nominated by Access;

(d) recover from the Customer all costs and expenses incurred by Access in doing so.

23.7 The Customer must immediately stop using any Goods, Hire Equipment, Deliverables, Access Materials, materials, equipment or property belonging to a Third-Party Supplier, or Intellectual Property Rights belonging to Access or a Third-Party Supplier, except to the extent that the Customer has already paid in full and has an ongoing right to use them under these Terms.

23.8 Any storage, collection, disposal, reallocation or return of Customer property after termination or expiry will be dealt with in accordance with clause 16.

23.9 Any provision of the Contract that expressly or by implication is intended to continue after termination or expiry will remain in full force and effect, including clauses relating to:

(a) payment;

(b) title and risk;

(d) storage, reuse, disposal and Customer property;

(e) Intellectual Property Rights;

(f) data protection;

(g) confidentiality;

(h) cancellation, postponement and committed costs;

(i) limitation of liability;

(j) consequences of termination; and

(k) governing law and jurisdiction.

23.10 Termination or expiry of the Contract will not affect the continuation of any other Contract between Access and the Customer, unless Access states otherwise in writing.

24. General

24.1 Assignment and other dealings

(a) Access may at any time assign, transfer, mortgage, charge, subcontract, delegate or otherwise deal with any or all of its rights and obligations under the Contract.

(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Access.

24.2 Notices.

(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or(ii) sent by email to the email address last notified by that party for the purposes of the Contract.

(b) Any notice shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(iii) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

24.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision of the Contract is deemed deleted under this clause 24.3, the parties will negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

24.4 Waiver.

(a) A waiver of any right or remedy is only effective if given in writing and will not be treated as a waiver of any later right or remedy.

(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy will not waive that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy.

24.5 No partnership or general agency. Nothing in the Contract is intended to, or will be deemed to, establish any partnership or joint venture between the parties, or authorise either party to make or enter into commitments for or on behalf of the other party. Unless the Order expressly states otherwise, nothing in the Contract will make Access the Customer’s agent or authorise Access to bind the Customer.

24.6 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties in relation to the relevant Order.

(b) Each party acknowledges that, in entering into the Contract, it does not rely on any statement, representation, assurance or warranty that is not set out in the Contract.

24.7 Third party rights.

(a) Unless the Contract expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 for any third party to enforce any term of the Contract.

(b) The rights of the parties to rescind, vary or terminate the Contract are not subject to the consent of any third party.

24.8 Variation. Except as set out in these Terms, no variation of the Contract will be effective unless it is agreed in writing by Access and the Customer.

24.9 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

24.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Access Displays Ltd Business Customer Terms and Conditions

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