Terms & Conditions of Business
1. Application of Terms & Conditions of Business:
Quadrant2Design® (the Company) shall supply, and the Customer shall purchase, Products & Services in accordance with the accepted quotation which shall be subject to these Terms and Conditions, and the contract shall be to the exclusion of any other terms and conditions made by the Customer.
2. Terms of Payment:
Customers are required to pay 100% of the invoiced value for Products & Services before production commences, or before installation/despatch takes place.
Goods cannot be released, and exhibition stands cannot be installed, until the Company is in receipt of cleared funds in its bank account according to the terms that follow.
Payment may be made by electronic bank transfer, or by posting a company cheque, to the above address, marked for the attention of ‘The Finance Manager’.
Credit and Debit Card payments are also accepted, but are subject to a £500.00 maximum value, inclusive of UK VAT at the current rate (£416.66 net of UK VAT).
Terms of payment for Buy to self-build projects, Hire-to-self-build projects, graphics production, purchase of Prestige Events System hardware, or for any other miscellaneous items e.g. CAD/graphic design; pull-up banner stands; pop-up display systems; shell scheme graphics:
One invoice for 100% of the project value including VAT is issued on receipt of a signed Order Confirmation.
The full invoice value including VAT in cleared funds is due by return.
‘By return’ means as soon as is reasonably practicable, allowing for time taken for electronic bank transfers to complete. The Company must be in receipt of cleared funds before the design and production work of a stand project or graphics panels commences, or in the case of hardware items only, before goods are dispatched.
Terms of payment for Free Hire Plan projects, and design/production of graphics for Free Hire Plan projects:
For stand installations, which may also include the production of some/all new graphics panels, 100% of the project value including VAT is due for payment before installation can take place according to the following timescales:
I. Order Confirmation received more than 8 weeks before the event:
Two invoices are issued.
The first invoice for 50% of the total project value including VAT is issued on receipt of the signed Order Confirmation and payment in cleared funds is due by return.
The second invoice for 50% of the outstanding balance including VAT is issued 8 weeks before the event and is due for payment minimum 4 weeks before the event.
II. Order Confirmation received between 6 and 8 weeks before the event:
One invoice for 100% of the total project value including VAT is issued on receipt of the signed
Order Confirmation.
50% of the total invoice value including VAT is due for payment in cleared funds by return.
50% outstanding balance including VAT is due for payment minimum 4 weeks before the event.
III. Order Confirmation received less than 6 weeks before the event:
One invoice for 100% of the total project value including VAT is issued on receipt of the signed
Order Confirmation.
The full invoice value including VAT in cleared funds is due by return.
‘By return’ means as soon as is reasonably practicable, allowing for time taken for electronic bank transfers to complete.
Overseas Customers:
It is the responsibility of a Customer to ensure that bank or commission charges for international money transfers are not deducted from the invoice total, but are paid by a Customer before transmission. A separate PDF accompanies the Company‘s invoice with full bank account details including SWIFT and IBAN numbers.
The following costs will automatically be added to each invoice, per transaction, to ensure these charges are paid: Europe: £14; Canada: £15; USA: £12; Other: £21.
If bank charges are deducted from the Company’s invoice, a £25.00 + VAT additional fee will be applied to the original invoice value.
Order Confirmation and Purchase Order(s):
A signed Order Confirmation is required before the Company can commence work on a project.
An Order Confirmation constitutes a legal contract of services between the Company and the issuing organization (Customer) based on these Terms of Business and according to the laws of England and Wales (see point 58).
The Company uses Adobe Sign e-signature software.
The Order Confirmation documentation details the work to be carried out, specifies the agreed price, and must be signed by a person authorised by the Customer organisation place the order.
Purchase Orders issued by the Customer may be submitted alongside the Adobe Sign Order Confirmation, but these Terms of Business are exclusive and supersede a Purchase Order or any other Terms of Business submitted by the Customer (see points 1 & 56).
3. Definition of ‘Payment’:
The term ‘payment’ means cleared funds visible in the Company’s bank account. The Company does not accept remittance advice notes, bank transmission documents, or any other bank documentation as proof of payment.
4. Late Payment:
It is the responsibility of the Customer to make payment or transfer funds in good time in order to avoid delays or project cancellation. A late payment fee of 3.5% will be applied to any invoice for which cleared funds have not been received in accordance with the above payment schedules. In the case of Free Hire Plan stand installations where the project value is split 50/50, the late payment fee will be applied to the value of the invoice, or value of the portion of the invoice, which has not been paid, not to the value of the whole project.
5. Withholding or cancellation of a project, product, or service, by the Company caused by failure to receive payment:
The Company reserves the right to withhold installation or delivery of a project, products or services if it does not receive payment as cleared funds by the agreed and notified ‘deadline’ for delivery or installation. The ‘deadline’ means the latest opportunity available for executing delivery or commencing travel to an installation venue. In such circumstances the invoice stands, and the Company does not accept any liability for losses, financial, consequential, or otherwise, caused by withholding a project, delivery, or stand installation.
A Customer’s failure to cooperate with the schedule, or failure to communicate with the Company in written or verbal form, and/or failure to meet agreed deadlines, including payment deadlines, can have serious consequences.
In extreme circumstances, or in the absence of any communication from the Customer, the Company reserves the right to cancel a project on the basis of breach of contract and insufficient time to reasonably deliver it.
In such circumstances the Company does not accept any liability, financial, consequential or otherwise, for a Customer’s failure to meet deadline(s), and any resulting failure by the Company to deliver or install a project according to the agreed schedule.
6. VAT:
All estimates and quotations, unless otherwise stated, exclude UK VAT.
Overseas customers: UK VAT will NOT be applied to our invoice provided that:
I. The Customer provides its company VAT number in its country (outside the UK)
II. The Company’s invoice is addressed to the Customer company’s name and postal address in its country (outside UK)
III. Payment received into the Company’s bank account originates from a bank account outside the UK.
In instances as described in iii above, if funds received into the Company’s bank account originate from a Customer bank account within the UK, UK VAT will be applied to the invoice retrospectively at the current rate, and the invoice will be resubmitted to the Customer for payment.
7. Quotations:
I. Quotations supplied by the Company are valid for thirty days from the date of issue.
II. Free Hire Plan quotations: unless otherwise stated, and with the exception of the printed graphics panels, any items detailed in a quotation on the Free Hire Plan are not offered on an ownership basis, and therefore remain the property of Exhibit-UK.Net Ltd. t/a Quadrant2Design®. Free Hire Plan projects operate for the open days of a Customer’s event(s); all materials and items are brought back to the Company’s premises immediately after the event closes.
III. Quotations including our Graphic Design/artworking service. Unless otherwise stated, any quotation that involves graphic design or creative artworking work does not include: logo creation; the origination or purchase of images or vector artwork; extensive Photoshop retouching; extensive photo-montaging.
8. Cancellation of job(s) by the Customer:
Where the Company has received an Order Confirmation, and an exhibition stand purchase, an exhibition stand project, series of projects, or exhibition stand installation, or purchase of production graphics panels, miscellaneous CAD or graphic design work, or exhibition stand hardware or accessories, is subsequently cancelled by the Customer, the following charges will apply at the point of cancellation:
Buy-to-self-build & Hire-to-self-build projects:
I. Charge a minimum of 50% (fifty per cent) of the total order value of the entire job(s) plus VAT at the current rate.
In addition to the 50% minimum charge, at the point of cancellation, the Company also reserves the right to:
II. Charge for printed graphics already produced (or part produced), and other media or consumables that have been ordered or used in the production of the job, at the full selling price.
III. Charge for products or services ordered in the execution of the job, at the full selling price.
IV. Charge for any other associated or ancillary costs incurred in the execution of the job, including time spent on CAD design, graphic design, and management & planning tasks, at the full selling price.
Free Hire Plan:
Payment terms apply as set out in Point 2. No other changes to payment terms.
I. Charge a minimum of 50% (fifty per cent) of the total order value of the entire job(s) (for the avoidance of doubt, not 50% of a 50% deposit amount), plus VAT at the current rate
In addition to the 50% minimum charge, at the point of cancellation, the Company also reserves the right to:
II. Charge for printed graphics already produced (or part produced), and other media or consumables that have been ordered or used in the production of the job, at the full selling price.
III. Charge for products or services ordered in the execution of the job, at the full selling price.
IV. Charge for any other associated or ancillary costs incurred in the execution of the job, including time spent on CAD design, graphic design, and management & planning tasks, at the full selling price.
9. Credit policy due to event(s) being postponed as a result of circumstances outside the control of the Customer or the Company (incl. further COVID-19 restrictions – see also Point 48.):
Buy-to-self-build & Hire-to-self-build projects, graphics production, and purchase of hardware:
Payment terms apply as set out in Point 2. No other changes to payment terms.
Free Hire Plan and Hire-to-self-build:
Payment terms apply as set out in Point 2, then:
the first 50% payment is retained on account by the Company (monies are not refunded);
the second 50% payment due date is postponed, and now becomes due minimum 4 weeks before the rescheduled first day of the event.
If the project has been paid for in full (100% payment):
monies are retained on account by the Company (monies are not refunded) until the exhibition is rescheduled and the project is executed.
In the case of a postponement, the Company reserves the right to charge for additional (over & above the agreed project price) project management time, CAD studio time, and graphic studio time, if the event venue changes, or if the Customer’s stand size, orientation, location in the hall, or position of under-floor electrical ducting change significantly so as to require the technical CAD plans and artwork templates and graphics panels plans to be re-created or heavily amended. Any such additional work is charged to the Customer at the rate of £60.00 + VAT per hour or part hour. A quotation will be issued to the Customer in advance of any work commencing, detailing the number of hours to be worked and the total cost.
The Company accepts no responsibility or liability, financial or otherwise, whereby the postponement of an event causes graphics panels that have already been produced to become obsolete or irrelevant for use at that event. If new graphics panels are required to be produced for the rescheduled event, they will be chargeable at the full selling price.
10. Credit and refund policy due to event(s) being cancelled as a result of circumstances outside the control of the Customer or the Company (incl. further COVID-19 restrictions – see also Point 48.):
Causes of event cancellations include, but are not limited to: prohibited access to or closure of an event venue; cancellation of an event due to the Show Organisers becoming insolvent; power failure; Internet Service Provider failure; industrial action incl. public transport strikes; civil unrest; fire; flood; storms; earthquakes; acts of terrorism; acts of war; governmental action; pestilence or disease including a pandemic such as Covid-19; or any other event that is beyond the control of the Company or the Customer.
Buy-to-self-build & Hire-to-self-build projects, graphics production, and purchase of hardware:
Payment terms apply as set out in Point 2. No other changes to payment terms.
Free Hire Plan and Hire-to-self-build:
Payment terms apply as set out in Point 2, then:
if the exhibition is cancelled when a Customer has paid 50% of the project value:
Up to the point (date) when an event is cancelled, the Company will charge for all costs incurred in the planning and execution of the project or projects. These costs will be detailed and deducted from the 50% deposit payment(s). Such costs will derive from, but are not limited to:
I. Printed graphics panels already produced (or part produced), Photo-floor already produced or part produced, overhead cylindrical banner(s), and any other media, materials or consumables that have been ordered or used in the production of the project(s) – at the full selling price
II. Time spent on project management, CAD studio time, and Graphic Studio time at £60.00 + VAT per hour or part hour.
III. Products or services ordered from third party contractors in the execution of the project(s) – at the cost at which they were purchased plus a 15% administration fee.
If the costs incurred by items in the list above (or other non-listed items) do not exceed the value of the 50% deposit payment, the Company will issue a credit note for remaining balance, and the funds will be retained on account (monies are not refunded) until they are reallocated to an alternative project that the Customer has already booked, or intends to book, with the Company.
If the costs incurred by items in the list above (or other non-listed items) exceed the value of the 50% deposit amount, the Company will raise a supplementary invoice for the value by which the goods & services exceed the 50% deposit amount, and that invoice will be due for payment by return.
In both instances above, a credit note will subsequently be issued for the second 50% invoice.
if the exhibition is cancelled after the Customer has paid in full (less than 4 weeks before it is due to start):
Up to the point (date) when an event is cancelled, the Company will charge for all costs incurred in the planning and execution of the project or projects. These costs will be detailed and deducted from the 100% payment(s). Such costs will derive from, but are not limited to:
I. Printed graphics panels already produced (or part produced), Photo-floor already produced or part produced, overhead cylindrical banner(s), and any other media, materials or consumables that have been ordered or used in the production of the project(s) – at the full selling price.
II. Time spent on project management, CAD studio time, and Graphic Studio time at £60.00 + VAT per hour or part hour.
III. Products or services ordered from third party contractors in the execution of the project(s) – at the cost at which they were purchased plus a 15% administration fee.
The balance of monies, after all costs have been deducted, are retained on account by the Company (monies are not refunded), and will be reallocated to a project that the Customer has booked, or intends to book, with the Company. A credit note will be raised for the value of the balance of monies held on account.
If no other projects are booked, or are planned to be booked with the Company, the Company will refund the balance of monies held on account after all costs.
12. Ownership of stand designs, drawings, plans and visuals:
The Company retains full and complete ownership of 3D structural designs and graphic design content that we produce for a project, and subsequently emails or otherwise transmits, or sends by post, to a Customer or prospective client for the purposes of approval or for general information. It is an offence under the Copyright, Designs and Patents Act 1988 (CDPA) to pass on, communicate or otherwise transmit any design from the Company to any third party; and in particular to other exhibition companies. The Company will vigorously pursue breaches of copyright through the Intellectual Property Enterprise Court.
12. Ownership of goods:
The Company retains ownership of all products and materials supplied until full and final payment has been received. It retains the right, in exceptional circumstances where payment is late or considerably overdue, to seek to recover graphics panels and other products or materials from the Customer it has supplied, or from a third-party, if those products or materials have been passed on to another company or organisation.
13. Use of designs and photographs for marketing purposes:
The Company retains the right to use all design visuals and 3D CAD designs it produces for clients or prospective Customers for its own marketing and advertising purposes. During the course of manufacture, production and installation and during the open days of a show the Company may take photographs of the exhibition stand or display which it retains the right to use for its own marketing and advertising purposes.
14. Adherence to agreed schedules:
The Company will issue a timeline schedule detailing key project ‘milestones’ such as approval deadlines, delivery of artwork, timing of purchase orders, print deadlines, pre-payments and other critical events in the life-cycle of a project. The agreed schedule constitutes part of the contract between the Customer and the Company.
15. Failure to adhere to agreed schedules:
A Customer’s failure to adhere to an agreed schedule and deadline may result in the Company incurring overtime costs in order to meet an agreed deadline, timely delivery, or installation, of a project. Any such overtime working is chargeable to the Customer. Failure to adhere to an agreed schedule does not refer only to passing through a deadline. It also refers to a Customer allowing insufficient time for the Company to meet an agreed deadline. An example of this can be an artwork design schedule where it has been agreed to allow 2 weeks for the Company to create artwork for print from a brief and assets supplied by the Customer. If the Customer delays providing the brief and/or assets, only providing them – for example – 2 days before the deadline instead of 2 weeks before, this would not be a reasonable time window in which to create the artwork, and would require a significant amount of overtime working to meet the deadline. In this way, the deadline has not been broken, but overtime working would be required to achieve it.
A Customer’s failure to cooperate with the schedule, and failure to meet agreed deadlines, including payment deadlines, can have serious consequences, and in extreme circumstances, could result in the Company failing to deliver or install a project altogether. In such circumstances the Company does not accept any liability, financial, consequential or otherwise, for a Customer’s failure to meet deadline(s), and any resulting failure by the Company to deliver or install a project according to the agreed schedule.
A Customer’s failure to cooperate with the schedule, and failure to meet agreed deadlines, including payment deadlines, can have serious consequences, and in extreme circumstances, the Company reserves the right to cancel a project on the basis of breach of contract and insufficient time to reasonably deliver the project (see point 6).
In such circumstances the Company does not accept any liability, financial, consequential or otherwise, for a Customer’s failure to meet deadline(s), and any resulting failure by the Company to deliver or install a project according to the agreed schedule.
16. Overtime charges resulting from failure to adhere to agreed schedules or after agreed schedules and/or deadlines have passed:
Overtime working is charged at the rate of £60.00 + VAT per hour or part hour. This applies to management time, CAD design studio time, and graphic design studio time. In such circumstances, reasonable notice will be provided to the Customer that overtime working will be required, and a quotation will be issued to the Customer detailing the number of overtime hours to be worked, and the cost of the work required to achieve a timely outcome before any work is undertaken or costs are incurred. Overtime charges are invoiced at the point of the requirement and are due for payment by return. A Customer’s stand will not be dispatched or installed unless cleared funds for the agreed overtime charges have been received.
17. Working days requirements:
In some quotations the Company states an estimated ‘working days requirement’ to execute a project from receipt of completed, approved and correctly formatted artwork. If the Customer requests the Company to undertake the work in a shorter timeframe, the Company reserves the right – with prior consent – to charge over and above its estimated costs in order to recover overtime and other extra costs incurred in meeting the Customer’s fore-shortened deadline. Overtime costs are charged at £60.00 + VAT per hour or part hour.
18. Changes to CAD designs after CAD approval:
‘CAD approval’ is an important step in the production approval process. It requires the Customer to authorise or ‘sign-off’ the exact structure of the stand design shown in the CAD designs and plans. Once ‘CAD approval’ has been given by the Customer, any further CAD design changes requested by the Customer are charged at £60.00 + VAT per hour or part hour, and a minimum charge of £60.00 + VAT.
19. Reasonable access, scheduling and logistical arrangements for installations & dismantles (Free Hire Plan):
Quotations including stand installation and dismantle assume an individual project involves access times and logistical factors that are normal and reasonable for exhibition venues and exhibition work. This is because it is not possible to research all logistical issues such as timings, working hours, parking, loading and other restrictions for each project at the time of quotation, although the Company will take all reasonable measures to research such factors.
If the event organisers, or venue management, impose unusual or unreasonable restrictions or other logistical obstacles, or onsite third-party contractors upon which the stand-build is reliant cause unforeseen or unnecessary delays outside of the Company’s control, and that causes the Company to incur extra cost to complete a project on time, it reserves the right to increase the project price over and above the original quoted value to recover its extra unforeseen costs.
Some reasons why this might happen (the list is not exhaustive):
- Unreasonably short build-up or installation times
- Requirement to park an unreasonable distance from the venue
- No parking at the venue for installation vehicles
- Central city venues with no parking, very restricted parking, and/or very high parking costs
- Difficulty in loading or access (e.g. 2nd floor with no goods-lift)
- Last minute diversions by organisers or venue management to different vehicle parking locations
- Organisers or venues allowing the dumping of heavy machinery or other items on a Customer’s stand-space and ignoring requests to have it removed to allow work to commence.
- On-site third-party contractors failing to complete their assigned task(s) on time e.g. electric supply; internet connection; carpet/floorcovering supply/fitting; overhead banner rigging
20. Print ready artwork presented by a Customer or Customer’s graphic designer:
It is a Customer’s responsibility to ensure artwork submitted to us as ‘print ready’ is set up correctly, contains files that are suitable for large format output, and is presented with PDF proofs. The artwork must be set up according to the 2D panel plans and panel positioning plans provided by the Company, and is correctly placed into the InDesign artwork templates, also provided by the Company.
The Company will endeavour to identify any technical, file, or set up issues as part of its file checking procedure before going to print, but it cannot accept responsibility for unsuitable or incorrectly set up artwork, and reserves the right to charge for panel re-prints resulting from artwork errors at the full selling price.
21. PDF proofing:
From Customer-supplied artwork, PDF proofs and an approval form will be emailed back to the Customer. The PDF proofs must be examined carefully, and it is the Customer’s responsibility to approve the final design and layout for print by completing and signing the approval form and emailing it to the Company.
The Company cannot start graphics production until the completed, signed approval form has been returned.
22. Print proofing:
The Company produces test print proofs for in-house use, to ensure the following:
- Any specified Pantone colours are produced to the best CMYK match it is possible to achieve
- The content of the artwork to be printed matches the on-screen print proofs
- The content of the artwork to be printed matches the artwork in the InDesign templates
23. Absence of proofs with artwork:
Quadrant2Design®reserves the right to make an extra charge of £60.00 + VAT to produce PDF or printed digital proofs, where artwork has been supplied without these vital elements.
24. Colour accuracy:
The Company uses industry standard CMYK large format printing process. In the case of artwork supplied to it by the Customer (or by the Customer’s graphic designer or design agency), it is imperative that the artwork has been correctly prepared and formatted in compliance with the Company’s Artwork Setup Guide; be setup as 4-colour CMYK, Pantone or ‘spot-colour’; and PDF proofs are supplied of every graphic panel to be printed. PDF proofs must have any important pantone colour noted on the proof so that the Company can check accuracy when printed.
CMYK 4-colour process print output will vary based on a number of factors including: the individual printer used; ink manufacturer; ink type; the base media type; the base media batch; the over-laminate type; the over-laminate batch.
Print produced using CMYK 4-colour process will not always result in accurate matching to pantone colours; furthermore, the Company cannot guarantee a colour match to other print media or other colour standard.
If specific brand or spot colours are required with a high degree of accuracy, Pantone colour references must be supplied alongside the CMYK colour references.
As in Point 19 above, Pantone colour references will be converted to its CMYK equivalent for the closest match.
In such circumstances the Company will use its judgment and experience to achieve the best possible result.
Colour swatches/proofs of colour match test prints will not be supplied to the Customer unless specifically requested. The Company reserves the right to charge for the production of test prints created for this purpose, and for their delivery to the Customer.
25. Colour-matching new graphics to existing graphics:
The Company is often asked to print and finish a new graphic panel(s) to match an existing set of graphics produced by the Company. It must be noted that it is rarely, if ever, possible to achieve an exact colour-match. This is due to the varying nature of ink pigments and dyes over time, and the age of the existing graphics. The accuracy of a colour-match can also be dependent upon the content and colour palette of the artwork in question. Colour-matching is a time-consuming process involving the production of numerous ‘fully finished’ test prints. For this reason, there is a fixed charge of £110.00 + VAT for this service. The charge is automatically included in quotations where new panels are to be matched to existing panels.
The Company needs at least one panel of the set that is to be colour-matched to be sent to its premises at the Customer’s cost to enable the process to take place. If an individual panel is to be replaced, the graphic panel in question, along with any immediately adjacent graphic panels will need to be sent, at the Customer’s cost.
If an exact-colour match is required, we recommend reprinting the complete set of graphics, or section of graphics in question.
Note – Should a Customer choose not to send a reference panel for colour-matching, the colour(s) in the new panel will not match the existing panel(s), and it is very likely the colour difference between new and old will be very noticeable. In such circumstances, the Company accepts no responsibility or liability for the accuracy of the printed colour output, and the resulting fitness for use of the new panel(s).
26. Colour matching Photo-floor graphics to Prestige Events System graphics panels:
The Company’s Photo-Floor production process uses different print media (2mm non-slip floor vinyl), different printers, different inks, and a different process to those used for the production of Prestige Events System graphics panels. The same Pantone or CMYK colour produced using each process on each material will view differently and will not match. The colour differential can also appear more acute due to being viewed on a horizontal surface (floor) and a vertical surface (Prestige Events System structure). Such variations in colour must be taken into account and anticipated when creating or signing off artwork for print.
27. Artwork approval and sign-off process:
x1 off set only of 2D print-ready proofs in PDF format will be created for approval and formal sign off before print (after the previous design drafts and revisions)
x1 off set only of 3D proofs of the 2D print-ready artwork for approval will be created to accompany the 2D proofs. If further changes are made to the artwork after sight of the 3D proofs and before artwork sign-off, additional costs will apply to create a second set of 3D proofs. Minimum charge is £120.00 + VAT (2 hours), and £60.00 + VAT per hour thereafter, and is dependent on stand size and complexity.
Pre-print checks
The Company’s graphic studio will check and pre-flight all artwork before printing.
Incorrectly formatted or unsuitable artwork that requires remedial work by the Company is charged at £60.00 + VAT per hour, minimum charge £30.00 + VAT.
28. Changes to artwork after artwork approval and sign-off:
Changes to artwork required after approval and sign-off will be charged at £60.00 + VAT per hour, minimum charge £30.00 + VAT. Charges apply whether the artwork has been created by the Company or whether the artwork has been supplied by the Customer, or their designer, and the Company is asked to make changes on the Customer’s behalf.
29. Changes to artwork during or after graphics production:
New (replacement) graphics panels that are required to be produced due to a change in artwork after approval and sign-off will be charged at the full selling price.
The charges apply whether the relevant panels have been part-produced or fully-produced and finished.
Such charges are in addition to the artwork/studio charges detailed in Point 25 above.
Cleared funds for all artwork charges and production charges must be received before work/production commences in all instances.
30. Delivery:
Unless otherwise stated, all estimates and quotations specifically exclude delivery costs. Delivery is by the least cost means available, commensurate with a Customer’s stated requirements and schedules. The Company accepts no liability for loss, financial, consequential, or otherwise caused by late delivery or failure to deliver.
31. Overseas delivery or shipping:
The Company does not undertake overseas deliveries on behalf of Customers. Customers are requested to make their own arrangements for overseas deliveries with their own nominated contractor. Where an overseas delivery of goods is required, the Company will make the goods ready for despatch by the Customer’s nominated contractor.
Extra charges may apply if a specific packaging method, or packaging materials, are required to comply with a logistics contractor’s requirements, or the requirements of a destination country.
32. Weights & Dimensions of Prestige Events System equipment and transit cases (Buy-to-self-build and Hire-to-self-build):
It is a Customer’s responsibility either to weigh items themselves, or have them independently weighed, prior to shipping or onward delivery. The Company can provide estimated weights of goods prior to despatch, but accepts no responsibility or liability for any additional cost incurred by a Customer due inaccuracies or variations in indicated weights.
33. Limit of liability:
The Company makes strenuous efforts to deliver best quality results on time every time. However, its liability for damaged, imperfect, substandard or incorrect goods is limited to the actual cost only of the physical materials and items supplied. The Company does not accept, under any circumstances, liability for third party or consequential loss or damage caused by the above, or by any other reason.
34. Complaints:
Complaints should be notified to the Company in writing within 7 days of receiving materials, or 7 days after the end of an event. The Company requires the exhibition materials to be returned for inspection at the Customer’s cost. The Company will inspect the materials and report back to the Customer at the earliest opportunity.
35. Audio-visual and I.T. equipment compatibility (Free Hire Plan, Buy to self-build or Hire to self-build):
It is a Customer’s responsibility to ensure audio-visual equipment, laptops, tablets, computers, monitor screens, projectors, or any other digital devices supplied by the Customer, or sourced from a third-party provider, for use with their exhibition stand, are compatible with the hardware mountings and fixings supplied with the Prestige Events System. It is a Customer’s responsibility to supply or provide all necessary screws, bolts, mounting plates, other fixings, and tools, required to connect, fasten, or mount, any such equipment to the hardware or brackets provided by The Company. The Company will provide all necessary technical specifications and data for the equipment it will provide prior to the event to enable the client, or their nominated provider, to source the compatible items and accessories required. The Company accepts no liability for any extra or unforeseen costs incurred to remedy situation whereby components are absent or incompatible, or for any loss, financial, consequential or otherwise, caused by the absence, or lack of compatibility, of such items.
36. Insurance of exhibition stand equipment and graphics:
Where the Company is undertaking installation and dismantle of a Customer’s exhibition materials or graphics which have been produced, supplied or manufactured by the Company, the exhibition stand hardware and graphics are covered by its insurance during the periods they are in the Company’s possession and care. This includes ‘in transit’ to and from the venue, and during the stand build-up and installation until the point of official handover; again, when its installers arrive at the exhibition stand at the close of the event to dismantle it. Any loss or damage to the exhibition stand hardware, graphics, Customer’s materials or other related items, during the open periods of the event until the Company’s installers arrive on the stand site for the dismantle remain the responsibility of the Customer. The Company accepts no responsibility for loss, damage, or theft of items belonging to a Customer from a Customer’s stand when an event has closed and its installers’ arrival at the stand has been delayed for any reason, foreseen or unforeseen. The Company will endeavour to notify a Customer in the event of such a delay, but is not bound to do so.
37. Free Hire Plan:
Free Hire Plan hires the Prestige Events System infrastructure, hardware and selected accessories at zero cost for the duration of the Customer’s first and all future events on the basis that Quadrant2Design® is contracted to project manage, install & dismantle each stand project. Free Hire Plan also includes free storage of graphics panels between events.
Stand planning:
Stand planning:
✔ Submission of Prestige stand-build plans to the event organisers for approval.
✔ Calculation & preparation of electrical mains and electrical sockets location plans for the Prestige Events System stand lighting and AV accessories. [Prestige Events System overhead lighting and showcase lighting is LED using step-down transformers and 3-pin plugs. The lighting is not wired directly into mains electrical supplies as in the case of traditional build stands.]
✔ Creation & submission of Risk Assessment, Method Statement and Construction Phase Plan to the event organisers for the stand installation & dismantle.
✔ Liaison with event organisers and on-site contractors relating to the installation & dismantle of the Prestige stand structure
Stand design; graphics production; stand installation & dismantle:
✔ Technical CAD design work and creation of InDesign artwork templates.
✔ Check suitability of artwork files/assets received from the customer.
✔ Graphic Design.
✔ Free Hire of Prestige System hardware & accessories for the duration of the event.
✔ Production and outright purchase of Prestige Events System full colour digitally printed graphic panels.
Graphics panels are premier grade full colour digital print @ 600dpi directly onto polyester-based substrate with crystal polypropylene textured protective laminate to the printed image side. Graphics are applied to the front face of the stand structure from ground level to the max height of the stand design. Plain white panels are applied to the reverse side of the stand structure above 2.5m high. All graphics panels can be re-used at future events.
✔ Supply of single colour curtain on an outright purchase basis (limited range of standard colours).
✔ Production, supply & fitting of Quadrant2Design® digitally printed photo-floor (single use only) directly to venue concrete floor (no raised platform). Includes removal & disposal after show. Additional cost may apply if venue is permanently carpeted. If preferred, a single colour cord carpet can be supplied instead of Photo-floor at an additional cost (select range of colours; fitted directly to the hall floor – no raised platform).
✔ Paid hire of counter-mounted tablet holders if shown in the CAD drawings (see Notes no. 6).
✔ 100% pre-build and testing of your stand at Quadrant2Design’s premises before every event.
✔ Transport, installation & dismantle of Prestige Events System stand at the venue by Quadrant2Design® skilled installers.
Free Hire Plan does not include:
✖ Production of a suspended cylindrical overhead banner
✖ Hire, supply, ordering or management of on-site services e.g.: electrical sockets; broadband; network connections; sink; water supply; waste; rigging services. Rigging of the suspended banner, or any other rigging service (truss, lighting rig, banner rig) is not included in quotations. These services must be organised, managed, ordered and paid for directly by the exhibitor.
✖ Hire, supply, ordering or management of TV screens; IT or AV equipment; tablets; driving devices – any such items shown in CAD drawings or 3D visuals are for illustrative purposes only.
✖ Hire, supply, ordering or management of furniture or other hire items or accessories – any such items shown in CAD drawings or colour visuals are for illustrative purposes only.
✖ Transport/storage/handling of customer’s own materials: literature, product, promotional items, accessories, personal belongings or any other items.
✖ Removal/handling transport of the customer’s own materials as described above away from the stand at the end of a show.
38. Buy to self-build Plan:
Buy to self-build Plan includes:
Stand planning:
✔ Provision of technical Prestige stand plans to the Customer for submission to the event organisers for build approval.
✔ Calculation & preparation of electrical mains and electrical sockets location plans for the Prestige Events System stand lighting and AV accessories. [Prestige Events System overhead lighting and showcase lighting is LED, using step-down transformers and 3-pin plugs. The lighting is not wired directly into mains electrical supplies as in the case of traditional build stands.]
✔ Provision of Risk Assessment, Method Statement and Construction Phase Plan templates for completion by the customer for submission to the event organisers for the stand installation & dismantle.
CAD design; graphic design; stand system purchase; graphics production; stand pre-build & testing:
✔ Technical CAD design work and creation of InDesign artwork templates.
✔ Check suitability of artwork files/assets received from the customer.
✔ Graphic Design – (see Notes no. 4).
✔ Outright purchase of Prestige Events System hardware & accessories. Includes aluminium frames, magnetic struts, display showcases, lighting, ‘Counterfix’ counters, ‘Highline’ TV mounting stands, transit cases. (10-year warranty on folding frames.)
✔ Outright purchase of counter-mounted tablet holder(s) where shown in CAD drawings.
✔ Production and outright purchase of Prestige Events System full colour digitally printed graphic panels.
Graphics panels are premier grade full colour digital print @ 600dpi directly onto polyester-based substrate with crystal polypropylene textured protective laminate to the printed image side. Graphics are applied to the front face of the stand structure from ground level to the max height of the stand design. Plain white panels are applied to the reverse side of the stand structure above 2.5m high. All graphics panels can be re-used at future events.
✔ Outright purchase of single colour curtain (limited range of standard colours).
✔ 100% pre-build and testing of your stand at Quadrant2Design’s premises before despatch.
✔ Free 2-hour face-to-face training session at our Poole facility in how to set up and use your Prestige Events System exhibition stand.
Buy to self-build Plan does not include:
✖ Project Management or liaison with Event Organisers; stand build submissions and approvals.
✖ Delivery of the stand.
✖ Supply of pallet, shrink wrap, shipping crate, or any packaging materials other than the
Prestige Events System transit cases.
✖ Production or supply of Quadrant2Design® digitally printed ‘Photo-Floor™’.
If supplied as an optional extra, quotations do not include fitting, or removal & disposal after show. If a venue is permanently carpeted, the use of a Photo-floor may not be possible, and additional costs may apply.
✖ A suspended cylindrical overhead banner.
✖ Hire, supply, ordering or management of on-site services e.g.: electrical sockets; broadband; network connections; sink; water supply; waste; rigging services. Rigging of a suspended banner, or any other rigging service (truss, lighting rig, banner rig).
✖ Hire, supply, ordering or management of TV screens; IT or AV equipment; tablets; driving devices – any such items shown in CAD drawings or 3D visuals are for illustrative purposes only.
✖ Hire, supply, ordering or management of furniture or other hire items or accessories – any such items shown in CAD drawings or colour visuals are for illustrative purposes only.
✖ Storage of exhibition stand after delivery to the customer.
✖ Transport/storage/handling of customer’s own materials: literature, product, promotional items, accessories, personal belongings or any other items.
39. Hire to self-build Plan:
Hire to self-build Plan hire periods and terms:
When a Customer ‘self-builds’ on a ‘hire’ basis, the Prestige Events System hardware (stand framework, lighting, showcases, counter, carry cases and any other hardware accessories) are supplied on a hire basis for the duration of the agreed hire period. The hardware is used with printed graphics panels that the Customer owns outright (whether the graphics are being produced for the first time for a first event, or that already exist and have been produced for a previous event).
A single hire period for a UK event is up to 21 days:
- 7-days before the event
- 7-days for the duration of the event
- 7-days after the end of the event
A single hire period for an event taking place outside of the UK is up to 63 days:
- 28 days before the event
- 7-days for the duration of the event
- 28-days after the end of the event
Failure to return the hire equipment within the agreed hire period will incur the following charges:
- 5% of the hire price per day for each day that the equipment is not returned after the end of the hire period
Full selling price is chargeable for any hire item lost or damaged during the time the equipment has been in the customer’s care.
Hire to self-build Plan includes:
Stand planning:
✔ Provision of technical Prestige stand plans to the customer for submission to the event organisers for build approval.
✔ Calculation & preparation of electrical mains and electrical sockets location plans for the Prestige Events System stand lighting and AV accessories. [Prestige Events System overhead lighting and showcase lighting is LED using step-down transformers and 3-pin plugs. The lighting is not wired directly into mains electrical supplies as in the case of traditional build stands.]
✔ Provision of Risk Assessment, Method Statement and Construction Phase Plan templates for completion by the customer for submission to the event organisers for the stand installation & dismantle.
Stand CAD design; graphic design; stand hire; graphics production; stand pre-build & testing:
✔ Technical CAD design work and creation of InDesign artwork templates.
✔ Check suitability of artwork files/assets received from the customer.
✔ Graphic Design.
✔ Paid Hire of Prestige System hardware & accessories for the duration of your event.
Includes aluminium frames, magnetic struts, display showcases, lighting, ‘Counterfix’ counters, ‘Highline’ TV mounting stands, transit cases.
✔ Hire of counter-mounted tablet holder(s) where shown in CAD drawings. The brackets are compatible with select Tablets only.
✔ Production and outright purchase of Prestige Events System full colour digitally printed graphic panels.
Graphics panels are premier grade full colour digital print @ 600dpi directly onto polyester-based substrate with crystal polypropylene textured protective laminate to the printed image side. Graphics are applied to the front face of the stand structure from ground level to the max height of the stand design. Plain white panels are applied to the reverse side of the stand structure above 2.5m high. All graphics panels can be re-used at future events.
✔ Supply of single colour curtain on an outright purchase basis (limited range of standard colours).
✔ 100% pre-build and testing of your stand at Quadrant2Design’s premises before every event.
✔ Free 2-hour face-to-face training session at our Poole facility in how to set up and use your Prestige Events System exhibition stand.
Storage of Graphic Panels between events:
✔ Free storage of graphics for 1-year after the last day of your first stand project. A rolling 1-year free storage period is triggered after every subsequent event for which the customer hires Prestige Events System hardware for use with new or existing graphic for an event.
Hire to self-build Plan does not include:
✖ Project Management or liaison with Event Organisers; stand build submissions and approvals.
✖ Delivery or collection of the stand from/to Quadrant2Design’s premises.
✖ Supply of pallet, shrink wrap, shipping crate, or any packaging materials other than the
Prestige Events System transit cases.
✖ Production or supply of Quadrant2Design® digitally printed ‘Photo-Floor™’.
Single use only; for fitting directly to venue concrete floor (no raised platform). If supplied as an optional extra, the quotation does not include fitting, or removal & disposal after show. If a venue is permanently carpeted, the use of a Photo-floor may not be possible, and additional costs may apply if it is.
✖ Suspended cylindrical overhead banner (suggested for single use only).
✖ Hire, supply, ordering or management of on-site services e.g.: electrical sockets; broadband; network connections; sink; water supply; waste; rigging services. Rigging of a suspended banner, or any other rigging service (truss, lighting rig, banner rig).
✖ Hire, supply, ordering or management of TV screens; IT or AV equipment; tablets; driving devices – any such items shown in CAD drawings or 3D visuals are for illustrative purposes only.
✖ Hire, supply, ordering or management of furniture or other hire items or accessories – any such items shown in CAD drawings or colour visuals are for illustrative purposes only.
✖ Transport/storage/handling of customer’s own materials: literature, product, promotional items, accessories, personal belongings or any other items.
40. Customers’ liability for Free Hire Plan and Hire to self-build stand items:
Any loss or damage of Hire-to-self-build hardware items, or Free Hire Plan hardware items that occurs while the items are at a Customer’s premises, on their exhibition stand, in transit, or otherwise in their possession or care, is fully chargeable to the Customer at the full retail selling price of the relevant items. The Company recommends its Customers check their own business insurance policy(ies) carry adequate cover for such eventualities.
41. Handling of Customers’ own materials:
The Company does not accept/receive, handle, temporarily hold, store, or transport materials of any description belonging to a Customer other than Prestige Exhibition Stand components, graphics & accessories.
42. Liability for Customers’ own materials:
The Company accepts no liability for loss or damage, howsoever caused, to a Customer’s own exhibition equipment (other than Prestige Exhibition Stand components, graphics & accessories), marketing materials, promotional items, literature, product samples or any other items that it may agree to receive, handle, store, transport or hold on a Customer’s behalf in preparation for use at an event or installation. In such circumstances it is the responsibility of a Customer to arrange appropriate insurance cover at its own expense. Any materials or items belonging to a Customer held at the Company’s premises, or transported in one of its vehicles, is not insured under the Company’s Combined Business or Goods in Transit policies.
43. Treatment of Customers’ own materials at the dismantle of a stand (Free Hire Plan):
The Company requires a Customer to remove all of its own personal belongings, marketing materials, promotional items, literature, product samples, or any other items belonging to a Customer, away from their stand space and venue location at the end of an exhibition or event. The Company accepts no responsibility or liability for loss of, or damage to, any such items or materials left on a stand space or at a venue location at the end of an exhibition or event. (see also clause 29).
44. Storage/Treatment of graphics (Free Hire Plan, Hire to self-build):
It is normal practice for the Company to receive at its premises (following Hire-to-self-build) or take back to its premises (following an installation) a Customer’s exhibition graphics panels, Prestige Events System hardware, and other exhibition materials after an event.
Graphics panels must be packed in high density cardboard drums to maintain good condition for transit and long-term storage. The graphics drums are supplied by Quadrant2Design. Maximum x8 graphics panels are packed in an individual drum; nominal dims. of a drum are 1100mm high x 400mm diameter; nominal weight of x1 drum containing x8 graphics panels does not exceed 20kgs. The selling price of an individual drum is £35.00 + VAT.
Free Hire Plan
I. The Company stores Customers’ graphics at its premises.
The Company offers free storage of Customers’ graphics and overhead cylindrical banners for 1-year after the last day of the first project with Quadrant2Design®.
A new 1-year free storage period is triggered after each subsequent event at which the Company is contracted to deliver a stand project on the Free hire Plan.
Free storage is provided on an ongoing basis on condition that the Company installs & dismantles at least one exhibition stand project per year after the first 1-year free storage period.
II. While a Customer’s graphics are in storage at Quadrant2Design®, the high density storage drums in which the graphics are packed are provided free of charge as part of the storage service.
End of free storage period:
III. The free storage period will end when:
a. The Customer has not booked a stand project, or has no plan or intention to book a stand project, with the Company when more than 1-year has elapsed since the day after the last day of the last project; or,
b. The Customer has no further use for the graphics or decides stop working with the Company
IV. In the event of options a. or b. above, the Company will:
a. Dispose of the graphics on a Customer’s behalf free of charge
b. Pack the graphics and make them ready for delivery to the Customer for the Customer to self-store
c. Charge the Customer for ongoing storage of graphics at the Company’s premises until such time as a new project is planned and booked, or they are disposed of, or they are sent back to the Customer
V. If graphics are to be delivered to a client’s premises for ‘self-storage’, a quotation for the purchase of the graphics storage drums and delivery of them to the Customer’s premises will be provided. Alternatively, Customers may make their own arrangements for collection from the Company’s premises. If a Customer chooses to have the graphics collected at their own cost, the graphics storage drums themselves are still chargeable at £35.00 + VAT per drum. The actual number of drums required for a Customer’s graphics, and their total cost, will be notified to the Customer
If the Company does not receive instructions and agreed payment (if applicable) at the end of a free storage period, it reserves the right to dispose of the graphics and any other materials without further notice or reference to the Customer 14 days after the free storage has ended. In such circumstances the Company accepts no liability for the loss or cost of the graphics and/or other materials.
45. Exhibition stand installations; exporting and importing and transporting goods outside the United Kingdom (Free Hire Plan, Buy to self-build or Hire to self-build):
The Company’s quotations do not include export, import, or transport tariffs or costs relating to the movement of goods into or out of countries outside the United Kingdom. Any such costs are the sole responsibility of the Customer, and must be paid by it directly to the appropriate agency or authority.
At the end of the BREXIT transition period on 31 December 2020, there were changes to UK-EU trade at the UK border including on customs, tariffs, VAT, safety and security, documentation, vehicle standards and controlled products. UK businesses are now required to follow customs procedures in the same way they did previously when exporting/importing goods to a non-EU country.
46. Responsibility, liability, and loss for projects taking place outside the United Kingdom:
The Company accepts no responsibility or liability for additional unforeseen costs over and above its quoted prices in the execution of projects taking place outside the United Kingdom. Any unforeseen costs arising in such circumstances will be a Customer’s liability, and will be passed on to (or settled directly by) our Customer at direct cost, without any mark-up or administration fee from the Company. Such costs include border administration or documentation charges including Carnets and Commercial Invoices; administration costs for obtaining emergency visa or passport documentation; additional labour overtime, accommodation and subsistence costs as a result of border, vehicle, airport, or transport delays or cancellations. This list is not exhaustive.
Nor does the Company accept responsibility or liability for consequential loss as a result of late or failed deliveries or installations due to the same reasons.
47. Important information for Customers who own and self-build their Prestige System exhibition stand (Buy-to self-build):
I. Pre-build and testing of the stand after the first event:
The Company always carries out a 100% pre-build of an exhibition stand before dispatch and before a Customer’s first event. After the exhibition stand has been self-built by a Customer at their first event, the Company strongly recommends Customers carry out their own 100% pre-build and testing of their exhibition stand before taking it on site again at another event. Ensuring all Prestige Events System equipment and graphics are present and in serviceable condition is entirely a Customer’s responsibility after the first event. The Company does not accept responsibility or liability for damaged or missing items after the first event, from when the stand was last used. Nor does it accept responsibility or liability for any omissions or errors in our equipment and graphics calculations in CAD drawings or picking lists to create different configurations for future events.
II. Organiser submissions, forms and approvals before going on site to build a stand:
It is a Customer’s responsibility to make all necessary submissions to the event organisers, and to obtain the required approvals and permissions, before going on site to build their stand at each event. The Company does not accept responsibility or liability for Customers’ failure to obtain the required approvals and permissions to build their stand at their events.
48. Returns Policy (Buy-to-self-build):
Purchased items may be returned to the Company for exchange, credit, or refund. A re-stocking fee (net of VAT) of £5.00 will apply to item(s) below £50.00 in total value, and 10% of the value on item(s) totalling more than £50.00 in value. Returns must be received by the Company within 28 days of their original despatch, and must be in new and unused condition with original tags/labels attached.
50. Returns Process:
To return an item, please email project@quadrant2design.com to obtain a Contact Name and Reference (Job) Number, then send the item in its original packaging to the following address:
Quadrant2Design
H3, The Fulcrum
Vantage Way
Poole
Dorset
BH12 4NU
FAO:
Ref. No.:
Customers are responsible for all return shipping charges. The Company recommends Customers use a trackable delivery service for returns. When your return is received, the Company will process it and inspect the condition of the item(s). Allow 10 working days from receipt of the item(s) for the return to be processed. The Compnay will notify the Customer by email when a return has been processed.
The following items cannot be returned or exchanged unless faulty or defective:
- Graphics panels
- Photo-floors
- Cylindrical overhead banners
- Pull-up banner stands
- ‘KEA’ pop-up display systems
50. Unforeseen costs (see also Points 10 & 11):
The Company accepts no responsibility or liability for additional unforeseen costs over and above its quoted prices in the execution of projects arising as a result of unusual or exceptional requirements – including Public Liability Insurance limits – imposed by event organisers or event venues, or as a result of changes to Covid-19 Regulations, or other health or disease regulations imposed by UK or overseas governments. Any such unforeseen costs arising in these circumstances will be the Customer’s liability, and will be passed on to (or settled directly by) the Customer at direct cost. Costs can include premiums for additional or exceptional insurance cover; quarantine requirements, administration or documentation charges; administration costs for obtaining emergency visa or passport documentation; additional labour overtime, accommodation and subsistence costs as a result of changes to travel restrictions, border, vehicle, airport, or transport delays or cancellations. This list is not exhaustive. The Company accepts no responsibility or liability for delays, disruption to schedules, failed deliveries, or failed installations arising as a result of the above. Nor does it accept responsibility or liability for consequential loss as a result of late or failed deliveries or installations due to the same reasons. The Company reserves the right to recover its reasonable administration costs from the Customer incurred as a result of addressing issues as detailed above or similar exceptional and unforeseen costs.
51. Assignment:
The Company may assign part of a Contract to any person, firm or company without the prior consent of a Customer. A Customer shall not be entitled to assign a Contract or any part of it without the prior written consent of the Company.
52. Force Majeure:
Neither the Company nor a Customer shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: prohibited access to or closure of an event venue; cancellation of an event due to Organisers becoming insolvent; power failure; Internet Service Provider failure; industrial action; civil unrest; fire; flood; storms; earthquakes; acts of terrorism; acts of war; governmental action; pestilence or disease including a pandemic such as Covid-19; or any other event that is beyond the control of the party in question.
53. Severance:
The Company and a Customer agree that, in the event that one or more of the provisions of these Terms of Business or a Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms of Business (and, by extension, a Contract). The remainder of these and the Contract shall be valid and enforceable.
54. Third party Rights:
A person who is not a party to these Terms of Business or a Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
55. Extent of Terms:
These Terms of Business shall apply exclusively to all contracts between the Company and its Customers.
No amendments, variations or exclusions shall apply to the terms without the prior agreement and written consent by a Director of the Company.
56. Changes to Terms:
The Company reserves the right to change these Terms of Business at any time without prior notice.
Its latest Terms of Business are available on its website – https://www.quadrant2design.com/terms-and-conditions/ – or at any time on request.
57. Law:
These Terms of Business and a Contract agreement with a client (including any non-contractual matters and obligations arising therefrom or associated therewith) are governed by, and construed in accordance with, the laws of England and Wales. Any dispute, controversy, proceedings or claim between the parties relating to these Terms and Conditions or to a Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.