# EXHIBITION STAND AGREEMENT **Order Reference:** {{order_reference}} **Date:** {{signing_date}} --- ## 1. Parties This Agreement is made between: **(1) Tim AI Ltd**, a company registered in England and Wales with company number {{tim_ai_company_number}}, whose registered office is at {{tim_ai_registered_address}} ("**Tim AI**", "we", "us"); and **(2) {{exhibitor_legal_name}}**, a company registered in {{exhibitor_jurisdiction}} with company number {{exhibitor_company_number}}, whose registered office is at {{exhibitor_registered_address}} (the "**Exhibitor**", "you"). Each a "Party" and together the "Parties". --- ## 2. Scope of Work Tim AI will design, build, install, and dismantle an exhibition stand for the Exhibitor at **{{event_name}}**, held at {{event_venue}} from {{event_start_date}} to {{event_end_date}} (the "**Event**"). The full specification — including design brief, inclusions, exclusions, deliverables, total fee, and any bespoke terms — is set out in the order brief at: > **{{order_url}}** (the "**Order**") The Order forms part of this Agreement. In the event of conflict between this Agreement and the Order, this Agreement prevails except on matters of scope and price, where the Order prevails. --- ## 3. Project Manager The dedicated Tim AI project manager assigned to this Order is **{{pm_name}}**, who will be the Exhibitor's primary point of contact from kickoff through tear-down. If {{pm_name}} becomes unavailable for any reason, Tim AI will assign a replacement of equivalent seniority and experience and notify the Exhibitor in writing as soon as practicable. The Exhibitor's prior approval is not required for such reassignment. --- ## 4. Fees and Payment Schedule The total fee for the services (the "**Fee**") is **{{currency}} {{total_fee_ex_vat}}** (excluding VAT), as detailed in the Order. Payment is due in three instalments: | # | Amount | % | Due | |---|--------|---|-----| | 1 | {{deposit_amount}} | 30% | On signing (the "**Deposit**") | | 2 | {{second_payment_amount}} | 40% | {{second_payment_date}} (31 days before Event opening) | | 3 | {{final_payment_amount}} | 30% | {{final_payment_date}} (7 days before Event opening) | All amounts are exclusive of VAT, which will be added where applicable. Invoices are payable within the period stated on the invoice. Late payments may accrue interest at 4% above the Bank of England base rate from the due date until payment is received. --- ## 5. Deposit and Refund The Deposit is **refundable in full** if the Exhibitor cancels this Agreement in writing on or before **{{refund_cutoff_date}}** (being 91 days before the Event opening date). After that date, the Deposit is non-refundable, and the cancellation terms in Clause 6 apply. --- ## 6. Cancellation by the Exhibitor If the Exhibitor cancels after the refund cutoff date in Clause 5: - **90 to 32 days before the Event** — 30% of the Fee (the Deposit) is retained and non-refundable; the 40% instalment becomes due if not already paid. - **31 days or fewer before the Event** — 100% of the Fee is payable. Reasonable unavoidable third-party costs already committed by Tim AI (e.g. materials ordered, freight booked, venue fees) will be charged in addition where they exceed the amounts retained above, on provision of evidence. --- ## 7. Service Satisfaction Guarantee If the Exhibitor, acting reasonably and in good faith, gives Tim AI written notice within 30 days of the close of the Event that: (a) the Stand was not installed and ready for visitor reception at the scheduled Event opening; or (b) the Stand as installed materially failed to meet the design specification set out in the Order; Tim AI will, within 60 days of agreeing the validity of the notice, refund to the Exhibitor: - **100% of the margin** Tim AI realised on the Order (the Fee less Tim AI's Direct Costs); plus - **50% of Tim AI's Direct Costs** for the Order. "**Direct Costs**" means Tim AI's externally invoiced costs for materials, fabrication, freight, install and tear-down labour, and subcontractor charges directly attributable to the Order. The total refund under this clause will not exceed the Fee paid. Tim AI will provide a good-faith breakdown of margin and Direct Costs to the Exhibitor on request to validate the refund calculation. This Service Satisfaction Guarantee is in addition to the limitations set out in Clause 10 (Liability) and represents the Exhibitor's sole contractual financial remedy for the matters in (a) and (b) above. It does not replace any non-excludable statutory rights. If the Parties disagree on whether the Stand failed to meet the Order specification, they will first attempt to resolve the dispute through good-faith negotiation between senior representatives of each Party. --- ## 8. Changes to Scope Any changes to the scope set out in the Order must be agreed in writing (email is sufficient). Tim AI will quote for the impact on cost and timeline before the change takes effect. Changes requested within 14 days of Event opening may not be accommodated and, if accepted, will be charged at rush rates. --- ## 9. Exhibitor Obligations The Exhibitor will: - provide artwork, logos, and branding assets in Tim AI's required formats by the deadlines set out in the Order; - arrange and pay directly for any items listed as exclusions in the Order (including, by default, electrical connection and power, internet/WiFi, catering and beverages, daily booth cleaning, lead retrieval devices, and security or after-hours guarding); - comply with all venue and organiser rules, health and safety requirements, and deadlines; - ensure authorised personnel are available on site for build handover and teardown as reasonably required. Delays caused by the Exhibitor (including late artwork or approvals) may result in additional charges and will not extend Tim AI's delivery obligations. --- ## 10. Liability Tim AI's total liability under or in connection with this Agreement is limited to the Fee paid by the Exhibitor. Neither Party is liable for indirect or consequential losses, loss of profit, loss of business, or loss of reputation. Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be limited by law. --- ## 11. Subcontracting Tim AI may, at its discretion, engage subcontractors (including fabrication partners, regional install crews, freight providers, and other service providers) to perform any part of its obligations under this Agreement. This is how Tim AI delivers in regions where it does not yet operate an owned warehouse. Tim AI remains the Exhibitor's sole counterparty under this Agreement and is responsible to the Exhibitor for the performance of any subcontractor it engages, subject to the limitations set out in Clause 10 (Liability) and the Service Satisfaction Guarantee in Clause 7. --- ## 12. Insurance Tim AI maintains public liability and employer's liability insurance appropriate to stand build and installation work. Evidence is available on request. The Exhibitor is responsible for insuring its own property, products, and personnel on the stand. --- ## 13. Force Majeure Neither Party is liable for failure or delay caused by events beyond its reasonable control, including cancellation or postponement of the Event by the organiser, acts of government, natural disaster, fire, pandemic, or industrial action. If the Event is cancelled or postponed, the Parties will act in good faith to reschedule or apply a credit to a future Event; non-recoverable costs already committed by Tim AI remain payable. --- ## 14. Intellectual Property Tim AI retains ownership of all design concepts, 3D CAD files, and technical drawings. The Exhibitor receives a non-exclusive licence to use the installed stand for the Event. The Exhibitor retains ownership of its own branding, logos, and artwork supplied to Tim AI, and grants Tim AI the right to use them for the purpose of performing this Agreement. --- ## 15. Confidentiality Each Party will keep the other's confidential information confidential and use it only for the purpose of performing this Agreement. --- ## 16. Governing Law This Agreement is governed by the laws of England and Wales. The Parties submit to the exclusive jurisdiction of the English courts. --- ## 17. Entire Agreement This Agreement, together with the Order, contains the entire agreement between the Parties and supersedes any prior discussions, proposals, or representations. --- ## Signed **For Tim AI Ltd** Name: {{tim_ai_signatory_name}} Title: {{tim_ai_signatory_title}} Signature: ________________________ Date: {{signing_date}} **For {{exhibitor_legal_name}}** Name: {{exhibitor_signatory_name}} Title: {{exhibitor_signatory_title}} Signature: ________________________ Date: {{signing_date}}