TERMS AND CONDITIONS

*The Exhibitor's attention is specifically drawn to the provisions of clauses 4, 5, 6, 8, 9 and 10, which have consequences regarding risk and liability of the Exhibitor*

1. DEFINITIONS In these Terms and Conditions the following definitions shall apply.

• "Application" shall mean the application to exhibit at the Exhibition, completed by the Exhibitor contemporaneously with signature of these Terms and Conditions.
• "Application Fee" shall mean the total amount payable for the review of each Application, which amount shall be non-refundable.
• "Contract" shall mean the agreement established between the Exhibitor and the Organiser, comprising of the Application, these Terms and Conditions and the Exhibitor Manual.
• "Exhibition" shall mean the Investec Cape Town Art Fair 2021.
• "Exhibitor" shall mean the person or entity described in the Application and shall include all employees, officers, agents, contractors or representatives of such person or entity and shall also include permitted sub-licensees of the Exhibitor.
• "Exhibition Centre" shall mean the Cape Town International Convention Centre (CTICC).
• "Exhibitor Fee" shall mean the total amount payable for the use of the Exhibition Space, as stipulated in the Application.
• "Exhibition Hours" shall mean the hours specified in the Exhibition Manual as being the hours during which the Exhibition will take place, or such other hours as are determined by the Organiser and notified to the Exhibitor in writing.
• "Exhibitor Manual" shall mean the manual supplied by the Organiser to the Exhibitor which contains information relating to the Exhibition and the Exhibition Space.
• "Exhibition Space" shall mean any space in the Exhibition Centre licensed to the Exhibitor by the Organiser for the purpose of the Exhibition and shall include the space and walls.
• " Force Majeure Event" means any event outside the Organiser's reasonable control including, without limitation (i) acts of God, fire, earthquake, drought, flood or other natural disaster; (ii) epidemic or pandemic, (iii) any terrorist attack, civil war, civil commotion or riot, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off diplomatic relations; (iv) nuclear, chemical or biological contamination or sonic boom; (v) any law or any action taken by a government or public authority, including without limitation, imposing an export or import restriction or prohibition, the closure or requisition of premises, imposing a restriction or prohibition on the production of product or the movement of people or products, or failing to grant a necessary licence or consent; (vi) collapse of buildings, fire, explosion or accident; and (vii) any interruption or failure of electricity or other utility service.
• "Organiser" shall mean Fiera Milano Exhibitions Africa Proprietary Limited.
• "RSA" shall mean the Republic of South Africa.
• "Terms and Conditions" shall mean these terms and conditions.

2. THE RULES AND REGULATIONS OF THE EXHIBITION CENTRE The Exhibitor shall observe and comply with the rules and regulations of the Exhibition Centre and as set out in the Exhibitor Manual.

3. APPLICATION FEE AND EXHIBITOR FEE

Application Fee:

An Application Fee of ZAR 1,725 (incl. VAT) per Application, shall be due and payable by the Exhibitor to the Organiser no later than 8 October 2020. Applications will only be reviewed if the full amount is paid by the due date. The applicant shall not be entitled to a refund of any amount even if the Application is rejected by the Organiser or the Selection Committee. As soon as reasonably possible following receipt of an Application and the related Application Fee, but in any event by no later than 31 October 2020, the Organiser shall inform the relevant applicant in writing whether or not its Application was successful.

Exhibitor Fee:

In order to secure the relevant Exhibition Space, the Exhibitor shall pay to the Organiser, a deposit equal to 30% of the aggregate Exhibitor Fee by no later than 13 November 2020. Failure to do so will result in the relevant Exhibition Space being forfeited and the Organiser shall be free after that date to license that space to any other prospective exhibitor.

The Exhibitor Fee is inclusive only of the Exhibition Space and the other items expressly stipulated in the Application. Any additional services or goods required by the Exhibitor must be negotiated separately with the Organiser.

The 70 % balance of the Exhibitor Fee shall be paid by the Exhibitor by no later than 4 January 2021. Failure to do so will result in the relevant Exhibition Space being forfeited and the Organiser shall be free after that date to license that space to any other prospective exhibitor.

The Application Fee, Exhibitor Fee and any other amounts owing to the Organiser in terms of this Contract shall be paid into the following bank account (or such other bank account nominated by the Organiser in writing) in South African Rand, in immediately available funds and without deduction or set-off of any nature:

Fiera Milano Exhibitions Africa

Nedbank, Sea Point

Current account: 1069329819

Swift code: NEDSZAJJ

4. LICENSING AND APPLICATION OF EXHIBITION SPACE

The Organiser reserves the right to change the venue for the Exhibition, to change the Exhibition Space allocated to the Exhibitor, to alter the size and dimensions of the Exhibition Space, to change or close entrances and exits and access to the Exhibition Space, and to undertake other structural alterations as it deems fit. Such changes shall be at the discretion of the Organiser and the Exhibitor shall have no claim for compensation as a result of any changes, provided such changes are reasonable in the circumstances.

Walls are all erected according to a standard pattern. Exhibits and displays may not exceed the height of the walls unless written permission has been obtained from the Organiser. All Exhibitors will be provided with stand services as per the schedule in the Exhibitor's Manual.

The Organiser reserves the right at any time to order the alteration or removal of any stand which differs from the approved specifications or which does not conform to the rules and regulations of the Exhibition Centre. The cost of such alteration and removal shall be entirely borne by the Exhibitor.

5. EXHIBITS

All exhibits and stand furnishings must be confined to the area of the Exhibition Space. Any advertising literature may be distributed from the Exhibitors own stand(s) only. The Organiser reserves the right to remove at the Exhibitors expense, any exhibits or publicity materials which it considers to be hazardous, illegal, immoral, undesirable, inappropriate, harmful, offensive, obscene or otherwise objectionable to the Organiser/Exhibition Centre or which does not conforming to the theme of the Exhibition.

All fire, electrical and safety laws and regulations of the Exhibition Centre must be strictly observed. Aisles, fire exits, fire protection systems and security systems must be kept clear and accessible at all times. No storage behind exhibits is provided or permitted. All materials used in the construction and decoration of Exhibition stands shall be flame retardant in accordance with local regulations and be subject to inspection by the Exhibition Centre personnel or its appointed agent. Electricity, whether from the mains, batteries or generators shall be supplied only by the Exhibition Centre. Connections into permanent distribution boxes may be made only by the Exhibition Centre or its official contractor. The official electrical contractor will be solely responsible for the installation of electrical cables and necessary switchgear between the mains supply and the Exhibitor's requirements. The Organiser reserves the right to disconnect any installation, which in its opinion, is dangerous or likely to cause annoyance to visitors or other exhibitors. Display of any working or moving exhibits must have the prior written approval of the Organiser. Precautionary measures such as the provision of guards or other means of protection must be taken at the Exhibitor's cost to protect the public from such moving or working exhibits.

Moving or working exhibits shall only be demonstrated or operated by persons authorised by the Exhibitor and shall not be left running in the absence of such persons.

Written approval of the Organiser must be obtained prior to any telecasting, broadcasting, or use of radio transmitting equipment.

The use of devices which produce sound must comply with the maximum permitted noise level stipulated by the Organiser. If more than two requests by the Organiser to keep the volume of the equipment down are not adhered to by the Exhibitor, the Organiser reserves the right to:

(1) Switch off the power supply; and/or

(2) Close the Exhibition Space,

The erection and removal of stands, materials and exhibits must take place within the time limits specified by the Exhibition Centre. Repairs or alterations by removal or addition of materials may be carried out only when the premises are closed to the public and with the written consent of the Organiser.

At such time after the close of the Exhibition as the Organiser may specify or on sooner termination of the Contract, all exhibits shall be removed and cleared from the Exhibition Space and vacant possession of the Exhibition Space shall be delivered to the Organiser in as good and clean order and condition as it was when initially licensed to the Exhibitor. Any property remaining after the last day designated by the Organiser for material to be removed shall become the property of the Organiser and may be sold or otherwise disposed of by the Organiser at the Exhibitor's expense and without recourse to the Organiser. No exhibits may be removed from the Exhibition before the Exhibition ends, without the written consent of the Organiser.

6. GALLERY & ARTIST HANGING REGULATIONS

Items placed on the floor or anywhere else in the Exhibition Centre are done so at the sole risk of the Exhibitor.

Artwork displays must be to the satisfaction of the Organiser who reserves the right to direct the Exhibitor to make any changes to any display which the Organiser deems necessary in its reasonable discretion. Without derogating from the generality of the aforementioned, unless otherwise directed by the Organiser in writing:

(1) artwork must not lean on the stand walls or in front of tables, chairs or other objects not strictly designed for the purposes of displaying artwork;

(2) all artwork must be mounted on walls or displayed on the floor. Sculptures must be placed in plinths. Any sculptures that are to be placed directly on the floor must be pre-approved by the Organiser in writing;

(3) hammering is not permitted. Only drilling may be performed for the purposes of displaying artwork and any drilling or other activities which may impair any walls or structures must be performed by a suitably qualified and experienced person;

(4) only lighting and signage which has been pre-approved by the Organiser may be used;

(5) the Exhibitor may not alter the colour or fabric of the walls or floors without preapproval from the Organiser in writing;

(6) any advertising or publicity materials used by the Exhibitor must be pre-approved by the Organiser in writing;

(7) no competing wine brand can be distributed by the Exhibitor within the Fair, as this conflicts with the rights of the Fair Sponsor.

(8) the Exhibitor may not use any other exhibitor's walls; and

(9) the Exhibitor may not put up any other decorative elements.

Damaged panels with multiple holes greater than 1cm in diameter or single holes greater than 2cm in diameter or with cuts/incisions will be charged for at ZAR 2,000 (exl. VAT) per panel.

Painted panels requiring restoration will be charged for at ZAR 654 (exl.VAT) per panel. Any such amounts shall be payable by the Exhibitor immediately upon demand by the Organiser, who shall determine when such amounts are payable by exercising its reasonable discretion.

7. CONDUCT IN THE EXHIBITION CENTRE

The Organiser may in its reasonable discretion have removed any employee, agent, contractor or other person from the Exhibition Centre who does not comply as aforesaid. The Exhibitor may not alter or in any way affect the structure or fixtures of the Exhibition Centre.

The Exhibitor will pay immediately upon demand by the Organiser, the cost of making good any damage caused to the Exhibition Centre or its fixtures by the Exhibitor and/or its employees, agents, contractors or sub-contractors.

8. INSURANCE

9. LIABILITY

If the Exhibition is cancelled or postponed due to a Force Majeure Event, or if there is an alteration in character or reduction in scale of the Exhibition, the Exhibitor shall have no claim against the Organiser for any loss of profit, consequential loss or any other form of indirect loss or damages suffered as a result.

10. TERMINATION AND ALTERATION

(1) the holding of the Exhibition or the performance of the Contract by the Organiser is substantially or materially interfered with, due to the occurrence of a Force Majeure Event

(2) the Exhibition Centre and/or the Exhibition Space becomes unfit for occupancy and use;

(3) the Organiser is not satisfied that proper use is being made of the Exhibition Space during the installation period or at any time during the term of the Exhibition;

(4) the Exhibitor is, for any reason, unable to utilise the Exhibition Space allocated to it;

(5) the Exhibitor fails to pay any amount owing to the Organiser on the due date therefor.

In the instance of termination by the Organiser on any of the grounds specified above, the Organiser shall be entitled to 15% of the total Exhibitor Fee, through payment forthwith by the Exhibitor if the 30% deposit had not yet been paid, or if the deposit had been paid, through retention from the deposit.

In addition to the grounds for termination specified above, the Organiser shall further be entitled to terminate this Contract for convenience, upon 7 working days written notice to that effect to the Exhibitor. In such event, the Exhibitor shall be entitled to a refund of all or any part of the Exhibitor Fee already paid by it as at the time of the Organiser's termination notice.

Notwithstanding anything to the contrary elsewhere in this Contract, the Organiser shall be entitled, on written notice to the Exhibitor to be given no later than 45 days prior to the scheduled date/s for the Exhibition, to postpone the Exhibition to any other date falling within the 2021 calendar year.

If the Exhibitor withdraws, for whatever reason, at any time prior to :-

(1) prior to 30 November 2020, the Organiser shall be entitled to payment on demand or retention (as the case may be) of the 30% deposit ; or

(2) after 30 November 2020, the Organiser shall be entitled to payment on demand or retention (as the case may be) of the total Exhibitor Fee

If this Contract is terminated due to a breach by the Exhibitor, at any stage, any amount paid by it towards the Exhibitor Fee shall be forfeited by the Exhibitor and the Organiser shall be entitled to claim the balance of the Exhibitor Fee and for any loss or damages suffered by it as a consequence thereof, which shall be payable immediately upon written demand by the Organiser. The Organiser shall be at liberty to re-allocate the Exhibition Space booked by that Exhibitor to any other prospective exhibitor without any compensation or refund to the Exhibitor.

Upon termination of this Contract for whatever reason, all of the Exhibitor’s property must be removed by the Exhibitor from the Exhibition Space immediately, failing which such property shall be removed and the Exhibition Space cleared by the Organiser at the Exhibitor’s expense.

The Organiser reserves the right to exercise a general lien over any property of the Exhibitor in the Exhibition Centre in respect of all amounts, of whatsoever nature, including in respect of claims for damages, which may at any time be due or payable by the Exhibitor to the Organiser.

If the Organiser commits a material breach of this Contract and fails to remedy such breach within 15 days of receiving written notice from the Exhibitor requesting remedy, the Exhibitor shall be entitled to terminate this Contract and be refunded any amounts paid in respect of the Exhibitor Fee.

11. GOVERNING LAW AND JURISDICTION

These Terms and Conditions shall be governed and construed in all respects in accordance with the laws of RSA and the Exhibitor submits to the non-exclusive jurisdiction of the High Court of South Africa, Western Cape Division, Cape Town.

By signing this document the signatory confirms that he/she has read these Terms and Conditions and agrees on behalf of the Exhibitor to abide by them and any additional rules deemed reasonably necessary by the Organiser and notified in writing to the Exhibitor.

ADMISSION PROCEDURE

The selection committee, in consultation with the Organiser, shall make the selection of all applications and may accept or reject any applications at their unrestricted discretion. Only Exhibitors operating in the field of contemporary art will be admitted.