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TERMS & CONDITIONS
For Participation

TERMS OF REFERENCE

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  • In these terms and conditions for participation the term “Exhibitor” shall include all employees, servants and agents of any individual company, partnership firm or organisation who have applied for participation in Philippines Digital Travel Fair. 

  • The term “Exhibition” shall mean: Philippines Digital Travel Fair 2023

  • The term “Organiser/UEE” shall be: Unique Event & Exhibition Pte Ltd (UEE)

  • The term “Contract: shall mean: Details filled/application submitted in Website for Participation Purposes

 

WHEREAS

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  • UEE is the organiser of Philippines Digital Travel Fair 2023 (the “Event”), an online travel fair hosted on UEE ’s proprietary digital travel platform accessible at https://philippinesdigitaltravelfair.com/ (the “Website).

  • The Exhibitor is a company engaged in the business of offering travel services and/or products to consumers.

  • The Exhibitor is desirous of participating in the Event to promote and market the Exhibitor’s business on the Website.

  • The Parties have agreed to enter into an agreement to set out the terms & conditions upon which the Exhibitor may participate in the Event to advertise and promote its travel services and/or products on the Website.

 

IT IS AGREED as follows:

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DEFINITIONS & INTERPRETATION

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  • In the Contract & Terms & Conditions, unless the context otherwise requires, the following definitions shall apply:

    • Business Day: a day other than a Saturday, Sunday or public holiday in Singapore.

    • Effective Date: the date of this agreement.

    • User: a user who has clicked through to the Exhibitor Website from UEE ’s Website

    • Website: the website located at https://philippinesdigitaltravelfair.com/ and any future version or replacement of that site, at any time and from time to time, including all its web pages. 
       

  • Clause, Schedule and paragraph headings shall not affect the interpretation of the Contract.

  • A “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

  • A reference to a “company” shall include any company, corporation or other body corporate, wherever and however incorporated or established.

  • Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

  • Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

  • A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

  • A reference to “writing” or “written” includes email and any other form of written communication.

  • References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.

  • Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, descriptions, definitions, phrases or terms preceding those words.

 

CONTRACT FOR PARTICIPATION
 

  • All applications and registration for participation shall be made on the Website which shall be submitted to the Organiser: UEE.

  • The contract shall be established when the Exhibitor submits the application form on Website to the Organiser.  The Organiser, however, may defer or refuse the acceptance of an application in the event that website is not available, or the announced exhibits are considered by the Organiser not germane to the Fair. Full refund will be made to the Exhibitor in the event if UEE refuse the acceptance of an application.

  • No refund will be made in the event if Exhibitor submitted the application form on Website to the Organiser & but to request for withdrawal afterward. The contract shall be established upon submission of the application form on Website to the Organiser.  

 

EXHIBITOR’S OBLIGATIONS

 

  • In connection with the Exhibitor’s participation in the Event, the Exhibitor warrants, represents and undertakes that:

    • the descriptions of any products and/or services it offers on the Website shall be truthful, accurate and up-to-date, and comply with the Product / Service Content Guidelines set out in Annex A of this Terms & Conditions and further as informed to the Exhibitor in writing from time to time;

    • the Exhibitor is duly incorporated and is validly existing under the laws of its place of incorporation, and has power to carry on its business as now being conducted and to own its own property and other assets;

    • the Exhibitor has full power and authority to execute, deliver and perform its obligations under the Contract, is legal binding and is enforceable against the Exhibitor in accordance with its terms;

    • the Exhibitor’s operations and business have at all times and will at all times be conducted in compliance in all respects with all applicable laws.; 

    • the Exhibitor has obtained all necessary authorisations to enable it to lawfully enter into and comply with its obligations under the Contract and such authorisations are in full force and effect;

    • the Exhibitor’s trade name, logo, trademarks and/or service marks and other intellectual property and information posted on the Website by the Exhibitor or provided by the Exhibitor in connection with the Event will not infringe the rights of any third-party; and

    • the Exhibitor has taken reasonable steps and made reasonable enquiries to provide the foregoing representations and warranties to UEE.
       

  • The Exhibitor may, from time to time, be required by UEE to provide additional information in connection with the Event, including but not limited to company registration information, descriptions of products and/or services, country of origin, and business licenses. The Exhibitor agrees to provide such information to UEE in a timely, accurate and complete manner and shall maintain and promptly update such information to ensure that it remains accurate and complete at all times. 
     

  • The Exhibitor acknowledges and agrees that:

    • the Exhibitor shall bear sole responsibility for any content provided by the Exhibitor to UEE in connection with the Event and/or the Contract;

    • UEE is not a party to any transaction in relation to any products or services offered by the Exhibitor to customers through the Event or the Website; and

    • UEE has the right to suspend the Exhibitor’s participation in the Event and/or terminate the Contract in the event that UEE reasonably believes that the content and/or information provided by the Exhibitor is inaccurate, misleading or outdated; or if the Exhibitor fails to provide information sought by UEE within the timeframes requested.
       

  • The Exhibitor shall provide UEE with its fullest cooperation in connection with the Event and the Contract as is necessary for the proper performance of UEE ’s obligations under the Contract (including but not limited to providing access to such information as requested by UEE to the Exhibitor).


UEE ’S OBLIGATIONS
 

  • UEE shall use reasonable commercial efforts to market and promote the Website and the Event.

  • UEE shall be responsible for organising the Event and developing, operating and maintaining the Website. In particular but without limiting the generality of the foregoing, UEE shall be responsible for the proper functioning and maintenance of all hyperlinks to the Exhibitor’s website and/or social media (in accordance with the details and information provided by the Exhibitor).

  • UEE acknowledges and agrees that it has no authority to legally bind the Exhibitor in relation to Users, other users or anyone else and that it has not been appointed and is not the agent of UEE for any purpose. 

  • UEE agrees that it shall not make to anyone any representation or commitment about the Exhibitor or any of the products or services available on offer on the Exhibitor’s Website.

  • UEE reserves the sole and absolute discretion to defer or refuse to accept the Exhibitor’s application to participate in the Event or be featured on the Website.

  • UEE shall have the sole and absolute discretion the determine the design of the Website including the display of different Exhibitor’s products and/or services on the Website. The Exhibitor shall have no claim for compensation in the event the display of the Exhibitor’s products and/or services are changed on the Website.
     

EXCLUSIVITY
 

  • For the avoidance of doubt, the Contract is non-exclusive and does not prevent or restrict either Party from entering into similar or different agreements or arrangements with third-parties.

  • Each Party makes no representation that the terms of the Contract are similar to or the same as the terms of any other agreement or arrangement it has entered or may enter into with any third-party. 
     

CHARGES & PAYMENT
 

  • The Exhibitor shall make payment to UEE the Service Fee set out in Website.

  • All sums payable under the Contract or Invoice are to be made in Singapore Dollars and are exclusive of applicable taxes.

  • Where payment remains outstanding, UEE reserves all rights to deny the Exhibitor participation in the Event and to refuse to display the Exhibitor’s products and/or services on the Website.
     

POSTPONEMENT OF EVENT & CANCELLATION
 

  • In view of the changing circumstances surrounding the novel coronavirus (COVID-19 pandemic), UEE reserves the sole and absolute discretion to postpone or cancel the Event, in which case UEE shall notify the Exhibitor as soon as reasonably practicable.

  • In the event of postponement, UEE shall offer the Exhibitor the option to re-register for the rescheduled Event or issue the Exhibitor a full refund of the Event Fees paid under the Website.

  • In the event of cancellation, UEE shall issue the Exhibitor a full refund of the Event Fees paid under the Website.

  • In the event of any cancellation or postponement under this Clause 6, UEE ’s liability to the Exhibitor shall be limited to the amount of Event Fees paid under the Contract and UEE shall not be liable to the Exhibitor for any additional losses, costs, expenses, and damages including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) arising out of such cancellation or postponement.
     

INTELLECTUAL PROPERTY
 

  • During the period commencing on the Effective Date of the Contract and ending sixty (60) days after the conclusion of the Event, each Party grants to the other Party a limited license as follows:

    • the Exhibitor grants UEE a limited, worldwide, non-exclusive, non-transferable, royalty-free right and license to use, display and publish the Exhibitor’s trade name, logo, trademarks, service marks and/or other intellectual property provided by the Exhibitor to UEE on the Website and other media, solely for the purposes of promoting and advertising the Event and the Exhibitor’s business in accordance with this terms & conditions; and

    • UEE grants the Exhibitor, in its capacity as a participant in the Event, a limited, worldwide, non-exclusive, non-transferable, royalty-free right and license to use, display and publish UEE ’s trade name, logo, trademarks and/or service marks on its website and other media, solely for the purposes of promoting and advertising the Event and the Exhibitor’s business in accordance with this terms & conditions.
       

  • The Exhibitor acknowledges and agrees that all intellectual property rights subsisting in respect of the Website and all of UEE ’s products and/or services (if applicable) belong to UEE . Except as expressly stated herein, the Contract for does not grant the Exhibitor any rights to any patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences belonging to UEE. All such rights are reserved to UEE. 

  • UEE acknowledges and agrees that the Exhibitor and its licensors own all intellectual property rights in the Exhibitor’s products and services. Except as expressly stated herein, the Contract does not grant UEE any rights to any patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences belonging to the Exhibitor.

  • The Exhibitor represents, warrants and undertakes to UEE that:

    • it owns or has the necessary rights, licenses, consents, releases and/or permissions to use and authorise UEE to use all copyright, trademark or other proprietary or intellectual property rights in and to any content provided by the Exhibitor to UEE ; and

    • neither the Exhibitor’s provision of any content to UEE nor the publication or upload of the content on the Website will infringe or violate any intellectual property or other proprietary rights of any third-parties, or result in the violation of any applicable laws, rules or regulations.
       

CONFIDENTIALITY
 

  • Each Party undertakes that it shall not at any time during this agreement, and for a period of two (2) years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other Party or of any member of the group of companies to which the other Party belongs, except as permitted by Clause 7.2 below. 
     

  • Each Party may disclose the other Party's confidential information:

    • to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Clause 8; and 

    • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
       

  • No Party shall use any other Party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

  • Neither Party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third-party.

  • This Clause 8 shall survive termination of the Contract, however arising.
     

DATA PROTECTION
 

  • Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) Personal Data Protection Act 2012 (of Singapore). This clause is in addition to, and does not reduce, remove or replace, a party's obligations arising from such requirements.
     

INDEMNITY
 

  • The Exhibitor shall indemnify and hold harmless UEE , its affiliates and subsidiaries, and their respective officers, directors, employees, contractors, agents, suppliers, successors and assigns from and against any liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) arising out of or in connection with the Exhibitor’s participation in the Event, use of the Website, the Exhibitor’s violation of this Terms & Conditions, or the Exhibitor’s infringement of any intellectual property or other right of any third-party.
     

RELEASE, DISCLAIMERS & LIMITATION OF LIABILITY
 

RELEASE: 
 

  • The Exhibitor acknowledges and accepts that UEE ’s role is limited to providing the use of the Website as a platform through which the Exhibitor advertises and promotes its travel products and/or services to potential customers, and UEE shall not be held responsible for the actions or omissions of other Exhibitors, Users and/or third-parties, whether on or off the Website.

  • The Exhibitor therefore agrees to release UEE , its affiliates and subsidiaries, and their respective officers, directors, employees, contractors, agents, suppliers, successors and assigns from and against any liabilities, costs, expenses, damages and losses including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) in connection with the Website and/or the Event or any product or service advertised on the Website or during the Event.
     

 

DISCLAIMERS: The Exhibitor acknowledges and accepts that:
 

  • electronic websites, such as the Website, are subject to interruption or breakdown, and UEE cannot and does not make any warranty or representation with respect to the completeness, security, reliability, quality, accuracy or availability of the Website, Event and/or any content on the Website and/or Event;

  • the Website, the Event and the Exhibitor’s use and/or access to the Website and/or Event are provided at the Exhibitor’s own risk and on an “as is” and “as available” basis, without any warranties of any kind, either express or implied;

  • UEE shall not be liable for any loss or damage caused by any distributed denial-of-service attack, virus, malware or other technologically harmful material that may affect the Exhibitor’s computer equipment, programs, data or other proprietary material due to the Exhibitor’s use of the Website and/or participation in the Event; and

  • except as expressly and specifically provided in this Terms & Conditions, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Terms & Conditions. 
     

LIMITATION OF LIABILITY: 
 

  • This Clause 11.3 sets out the entire financial liability of UEE (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Exhibitor, whether arising under or in connection with this Terms & Conditions, or in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Terms & Conditions.

  • Nothing in this Clause 11.3 shall exclude the liability of UEE for death or personal injury caused by UEE ’s negligence; or for fraud or fraudulent misrepresentation.

  • Subject to Clause 11.3(b):

    • UEE shall not be liable whether in tort, contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under the Contract; and

    • UEE's total aggregate liability in tort, contract, misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Terms & Conditions shall be limited to the amount paid under the Contract by the Exhibitor to UEE.
       

DURATION & TERMINATION
 

  • The Contract shall commence on the Effective Date and shall end sixty (60) days after the conclusion of the Event, unless otherwise terminated as provided in this Clause 12.

  • Without affecting any other right or remedy available to it, 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 any term of this Terms & Conditions and (if such a breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

    • the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;

    • the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;

    • a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other Party (being a company);

    • an application is made to Court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other Party (being a company, partnership or limited liability partnership);

    • any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clauses 11(b) to 11(d) (inclusive);

    • the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

    • the other Party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy.
       

CONSEQUENCES OF TERMINATION
 

  • On termination of the Contract for any reason: 

    • all licences and benefits granted under the Contract shall immediately terminate; 

    • each Party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other Party; and

    • the accrued rights of the Parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
       

NO PARTNERSHIP OR AGENCY
 

  • Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, nor authorise any Party to make or enter into any commitments for or on behalf of any other Party.

  • For the avoidance of doubt, the Exhibitor enters into agreements directly with Users and its customers, and UEE is hereby expressly excluded as a party to any and all of such agreements.
     

NOTICES
 

  • Notices under the Contract will be in writing and sent to the person and address set out in the Contract or as otherwise notified in writing to the other party. They may be given, and will be deemed received:

    • by registered post: two Business Days after posting;

    • by hand: on delivery;

    • by e-mail: on successful transmission.
       

  • This Clause 15 does not apply to the service of any proceedings or other documents in any legal action.
     

MISCELLANEOUS
 

Force Majeure
 

  • Neither Party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if that delay or failure result from events, circumstances or causes beyond its reasonable control, including but not limited to:

    • acts of God; 

    • flood, fire, earthquake, explosion or other casualty;

    • war or insurrections, terrorist acts or threats of terrorism, acts of domestic or foreign enemies, riot or other civil unrest; 

    • government law, regulation or order (including governmental advisories, quarantines and curfews) or travel advisory;

    • epidemics, pandemics, or any other threat or fear of any infectious or communicable disease in humans, including (without limitation) the current or any future outbreak of the novel coronavirus (COVID-19), whether actual or perceived, without requiring the issuance of any travel advisory or warning, or the imposition of quarantine or restriction in movement of people by any government authority or national or international body or agency of any government in connection with, or related to any infectious or communicable disease in humans; or

    • postponement or cancellation of the Event.
       

  • If the period of delay or non-performance continues for three (3) months. Either Party may terminate the Contract by giving fourteen (14) days’ written notice to the other Party. In the event of such termination, UEE shall reimburse the Event Fees paid to the Exhibitor after deducting expenses incurred by UEE in connection with the Contract (e.g. marketing and advertising costs; operating costs) but in not case shall the amount of reimbursement exceed the amount of Event Fees paid. 
     

Assignment and other dealings.
 

  • The Exhibitor shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without UEE ’s prior written consent. UEE may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this agreement.
     

Entire agreement.
 

  • This Terms & Conditions constitutes an integral part of the Contract between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.


Variation.
 

  • No variation of this Terms & Conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 


Waiver.
 

  • A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not: (a) waive that or any other right or remedy or (b) prevent or restrict the further exercise of that or any other right or remedy.


Severance.
 

  • If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If that modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement. In such event, the Parties agree that they shall attempt in good faith negotiate to substitute for any such illegal, invalid or unenforceable provision a legal, valid and enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the relevant illegal, invalid or unenforceable provision.


Third party rights.
 

  • No one other than a party to the Contract, their successors and permitted assignees, shall have any right to enforce any of its terms. 


Continuing and Surviving Obligation.
 

  • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination/expiry of the Contract shall remain in full force and effect.
     

GOVERNING LAW & JURISDICTION
 

  • The Contract shall be governed by, and construed in accordance with, the laws of Singapore. 

  • Without prejudice to the rights of the Party to seek urgent relief from the Singapore courts, with regard any dispute, controversy or claim (including any non-contractual dispute, controversy or claim) arising out of or in connection with this agreement, including any question regarding its existence, validity, formation or termination (“Dispute”), the Parties agree to enter into mediation in good faith to settle such a dispute by mediation administered by an institute recognised as a partner of the Singapore International Mediation Institute. To initiate the mediation, a party must give notice in writing (“ADR Notice”) to the other parties to the dispute, referring the dispute to mediation. Unless otherwise agreed, the mediation will start not later than twenty (20) Business Days after the date of the ADR Notice. The commencement of a mediation will not prevent the parties commencing or continuing court proceedings.

  • Each party to the Contract irrevocably agrees that the courts of Singapore shall have exclusive jurisdiction to hear, settle and/or determine any Dispute. For these purposes, each party irrevocably submits to the jurisdiction of the Singapore courts.


ANNEX A

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Product / Service Content Guidelines
 

All content published on the Website and/or during the Event shall not:
 

  • contain any material which is obscene, indecent, abusive, offensive, harassing, defamatory, violent, hateful, inflammatory or otherwise incites hatred against any individual or group; 

  • promote sexually explicit, violent or pornographic material;

  • promote or support terror or hate groups;

  • infringe any intellectual property or other rights of any other person;

  • be deceptive or misleading;

  • promote or advocate for any illegal activity, unlawful act or any fraudulent or dubious business schemes or transactions;

  • contain false or misleading claims about health, travel, medical or vaccination safety; or

  • contravene any applicable law.

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