Limitations and Conditions to the Seller’s Indemnity Given to the Customer under the terms of a Space Hire Contract.

1. In this document, capitalised words have the meaning set out in clause 1.9.
2. Liability under the Indemnity is limited to:
   1. £2,000,000 for each Claim for Bodily Injury or Property Damage and the Seller will not be liable for the first £250 of each Claim.
   2. The Seller will pay defence costs and expenses only when incurred with the Seller’s prior written agreement in respect of:
      1. Bodily Injury to any person that is not an Employee;
      2. loss of or damage to material property that does not belong to the Customer;
      3. obstruction, trespass, nuisance or interference with any right of way, air, light, water or other easement or false imprisonment caused by the Customer.
3. The Seller will not be liable to pay the Customer under the terms of the Indemnity to the extent that any such payment would expose the Seller to any sanction, prohibition or restriction under United Nations’ resolutions or the trade or economic sanctions, or any laws or regulations of the European Union, the United Kingdom, the home country of the Customer or the country where the Venue is situated.
4. The Seller will not be liable under the Indemnity to the extent that the Claim arises directly or indirectly from:
   1. any proceedings, enforcement, judgement or award within, from or based upon any judgement with any court of law within the United States of America or Canada whether by way of reciprocal agreement or otherwise;
   2. any liquidated Damages clauses or penalty clauses or performance warranties in any contract or agreement which the Customer has entered into unless it is proven by a court judgment that, and then only to the extent that, liability would have attached in the absence of such clauses or warranties;
   3. any fines, penalties, punitive Damages, exemplary Damages, aggravated Damages, treble Damages, or any other increase in Damages, resulting from the multiplication of compensatory Damages;
   4. libel slander defamation of character deceit of injurious falsehood discrimination harassment or advertising injury;
   5. employment dispute issues, refusal or failure to employ, promote or fairly compensate any person, or from supervision of failure to supervise, coercion, reassignment, discipline, intimidation, creation of a hostile work environment, humiliation of or discrimination against any person;
   6. any act, error or omission relating to the provision of Employee benefits by the Customer;
   7. sums payable as required by workmen’s compensation acts, social security or health legislation;
   8. any loss, liability, obligation to defend any claim, suit or costs or expenses caused by happening
      through or in consequence of asbestos and/or any asbestos containing materials;
   9. Nuclear Risks;
   10. loss of or damage to property owned by the Customer or held in trust by the Customer or under the Customer’s custody or control. This exclusion does not apply to the personal effects of any Customer or their Employee or visitor;
   11. damage caused by the application of tools to the structure, mechanics or fixtures or fittings of the Venue
   12. damage to ground and or underground services at the Venue;
   13. Bodily Injury or Property Damage caused by any deliberate or wilful act, or any act of vandalism at or to the Venue;
   14. the ownership, possession or use by Customer or on Customer’s behalf of any motor vehicle, trailer or mobile machine or plant when compulsory insurance is required by road traffic legislation or regulation;
   15. legal liability that is required to be insured under the compulsory motor insurance provisions of any Road Traffic Act legislation;
   16. the ownership, possession or use of any aircraft or other aerial device, hovercraft, watercraft, or mechanically propelled vehicles and their trailers unless this has been agreed by Seller. This limitation does not apply to watercraft or mechanically propelled vehicles whilst within the confines of the Venue for the purpose of display, exhibition or demonstration;
   17. Property Damage or Bodily Injury caused by the sale or supply of goods, except food and drink supplied by Customer during the course of the Exhibition;
   18. actual or alleged sexual molestation, physical or mental abuse, assault or battery;
   19. the use or provision of any Hazardous Activities;
   20. professional or other advice, design, specification or treatment, application of cosmetics or the failure to provide such advice, design, specification or treatment, or professional negligence or malpractice of any kind other than the provisions of first aid facilities at the Exhibition;
   21. directly or indirectly caused by Pollution other than when caused by a sudden identifiable, unintended and unexpected incident which takes place in its entirety at a specific time and place during the Exhibition. All Pollution which arises out of one incident shall be deemed to have occurred at the time such incident takes place;
   22. directly or indirectly caused by any Pollution happening anywhere in the United States of America or Canada;
   23. any liability assumed by the Customer by contract;
   24. transmission of any Communicable Disease;
   25. loss or damage caused by the defective erection, use or dismantlement by the Customer or on the Customer’s behalf of any staging, marquees or temporary structures;
   26. the ownership, possession or use of any animal;
   27. any claims caused by or happening through War;
   28. loss, damage, legal liability, cost or expenses directly or indirectly caused by resulting from or in connection with Terrorism; or
   29. any liability caused by or arising out of the use or operation, as a means for inflicting harm, of any computer, computer system, computer software programme, malicious code, computer virus or process or any other electronic system.
5. The Seller’s liability under the Indemnity is conditional on the Customer:
   1. complying with the procedures set out in clause 1.8;
   2. taking reasonable care to prevent accidents, maintain premises plant and equipment and keep everything used in connection with the Exhibition in proper repair;
   3. employing only competent Employees;
   4. acting in accordance with statutory obligations and regulations; and
   5. acting on any defect or damage as soon as they become apparent, to either remedy or repair any such defect or danger or take such additional precautions as the circumstances require to avoid such defect or danger.
6. If the Customer makes a fraudulent Claim under this Indemnity the Seller is not liable to pay the Claim and may recover from the Customer any sums paid to the Customer in respect of the Claim.
7. The Seller will not be liable under this Indemnity to the extent that insurance is in force covering Claims arising out of the Exhibition and the Seller will only pay any amount under the Liability in excess of the sum due from such insurance.
8. If any third party brings a claim against the Customer, or notifies the Customer of its intention to do so, and that claim may be reasonably considered likely to give rise to a liability for Claim the Customer shall:
   1. as soon as reasonably practicable, give written notice of the Claim to the Seller or the person nominated by them, specifying the nature of the Claim in reasonable detail;
   2. allow the Seller, at the Seller’s cost, to conduct all negotiations and proceedings in relation to the Claim and to settle or compromise the Claim, provided that the Seller must not settle or compromise the Claim without the prior written consent of the Customer (consent not to be unreasonably withheld or delayed) unless it involves only the payment of money by the Customer and includes a complete releasee of the Customer
   3. not make any admission of liability, settlement or compromise in relation to the Claim without the prior written consent of the Seller;
   4. provide the Seller with reasonable information, assistance and co-operation in responding to and defending the Claim. This duty includes the Customer giving the Seller, the Seller’s nominee and the Seller’s professional adviser access at reasonable times to:
      1. its officers, directors, employees, agents, representatives or advisers involved in the Claim; and
      2. any relevant documents and records within the power or control of the Customer,
         so that the Seller, the Seller’s nominee and the Seller’s professional advisers can examine them and
         take copies for the purpose of assessing and handling the Claim.
9. In this document, words where capitalised have the following meanings:

   Accident means sudden and unforeseen circumstances resulting in Bodily Injury and/or Property Damage;

   Bodily Injury means death, physical injury, illness or disease;

   Claim means each claim by the Customer to the Seller for payment under the terms of the Indemnity relating to an Accident or series of Accidents originating from one cause.

   Communicable Disease means any illness capable of being transmitted from any organism to another organism by means of any substance or agent;

   Damages means amounts for which the Customer becomes legal responsible to pay as a direct result of Bodily Injury or Property Damage;

   Employee means a person under formal or casual contract to work the Customer in connection with the Exhibition including:

   1. temporary employees (paid or unpaid)
   2. labour only sub-contractors
   3. person hired to or borrowed by the Customer
   4. self-employed persons
   5. work experience trainees
   6. authorised volunteers
      and those deemed by a court to be the Customers Employee;

   Hazardous Activities means activity organised by the Customer or on Customer’s behalf or for which the
   Customer is responsible, including but not limited to:

   1. fireworks, bonfires or pyrotechnical devises
   2. inflatable play equipment
   3. fairground rides or mechanically propelled rides of any kind
   4. ballooning
   5. quad bikes, go-karts or motor sport of any kind
   6. trampolines or gymnastic apparatus of any kind
   7. circus acts or stunt acts
   8. shooting ranges for guns or archery,
      save that bouncy castles, inflatable play equipment, slides or rides (mechanical or otherwise) which are set up, operated and taken down by a bona fide sub-contractor who has provided the Customer with evidence of their current public liability insurance shall not be classed as Hazardous Activities;

   Indemnity means the Seller’s indemnity in favour of the Customer given in clause [14] of the Space Hire Contract;

   Nuclear Risks means actual or threatened, ionising radiations or contamination by radioactivity from any nuclear fuel or any nuclear waste from the combustion of nuclear fuel or the radioactive, toxic explosive or other hazardous properties of any explosive nuclear device or assembly or component of such device;

   Pollution means pollution or contamination by naturally occurring or man-made substances, forces, organisms or any combination of these;

   Property Damage means physical loss of or destruction to material property at the Venue that does not belong to the Customer in the course of, and at the Exhibition;

   Terrorism means unlawful act, including but not limited to the use of force or violence and/or the threat thereof, of any person or group(s) of persons whether acting alone or on behalf of or in connection with any organisation(s) or government(s), committed for political, religious, ideological or similar purposes including the intention to influence any government and/or to put the public, or any section of the public in fear.

   War means war, invasion, act of foreign enemies, hostilities (whether or not war has actually been declared), civil war, rebellion, revolution, insurrection, military or usurped power (all whether actual or threatened), confiscation, nationalisation, requisition, destruction of or change to property by or under the order of any government or of any public or local authority.