BUYER TERMS AND CONDITIONS

1. Definitions

In the context of this document, the following terms and defined meaning shall apply.

1. “DICOTA” means Diaspora Council of Tanzanians in America, the Host.

2. “EXHIBITION CENTRE” means the Kalahari Resort and Convention Centre in Round Rock, Texas, USA.

3. “BUYER” means the person and/or company whose details are set out in the registration for the #CTDA24 Tour EXPO.

4. “FACILITY” means the exhibition space allocated within #CTDA24 Tour EXPO by DICOTA.

5. “CONTRACT” means the agreement concluded between DICOTA and the BUYER to attend the #CTDA24 Tour EXPO.

6. “INTELLECTUAL PROPERTY RIGHTS” means patents, utility models, rights to inventions, copyright and neighboring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world

2. Dates and Times

a. Duration of #CTDA24 Tour EXPO 2024: Thursday, September 26, 2024 5:00PM - Sunday, September 29, 2024 10:00AM.

b. Daily opening hours:

September 26, 2024: 5:00pm- 8:00pm

September 27, 2024: 8:00am- 5:00pm

September 28, 2024: 8:00am- 5:00pm

September 29, 2024: 8:00am- 10:00am

c. Deadline for BUYER Catalogue Entries: August 31, 2024

d. Submission of Building of Stands / Stand Designs: August 15, 2024

e. Deadline for Name Badges: August 31, 2024

f. Deadline for Side Event Applications: July 30, 2024 (contact events@dicotaus.org)

3. Applications

Applications can only be made by using the official stand application forms on the #CTDA24 Tour EXPO website, www.CTDA24.org. Applicants are requested to fill in the forms carefully, correctly, and comprehensively. Receipt of application does not imply any subsequent entitlement to participate in the exhibition.

Details entered by the BUYER on the application will be deemed to be correct as these details will be pulled through to the contract and BUYER catalogue.

4. Basic Contract

1. The inclusion of the RULES as an integral part of the CONTRACT constitutes a condition precedent to the CONTRACT becoming of force and effect between the parties to the CONTRACT.

2. The BUYER hereby unconditionally undertakes to procure that each and every of its employees, agents, contractors, invitees or persons falling under its direct or indirect control while present upon its FACILITY or otherwise engaged by the BUYER upon an activity elsewhere upon the EXHIBITION CENTRE, shall unreservedly respect, comply with and fully adhere to the RULES. Any contravention of this undertaking, will constitute grounds for the immediate invoking of the breach provisions.

3. Neither the CONTRACT nor any right nor interest thereunder may be ceded or assigned to any other party without the prior written consent of DICOTA having been first obtained, which consent may in fact in its sole discretion be unreasonably withheld.

4. The contract shall be governed by the laws of the United States of America.

5. Whilst every effort will be made to meet the requirements of BUYERs taking part in #CTDA24 Tour EXPO, DICOTA reserves the right to make any alterations which they may consider necessary or to alter the positions of any of the facilities within #CTDA24 Tour EXPO, or to take any other steps considered necessary in connection with #CTDA24 Tour EXPO in which event the BUYER shall have no claim of whatsoever nature and kind arising from whatsoever cause against DICOTA.

5. Fees and Payment 

1. The Buyer agrees to pay a ‘Buyer Registration Fee’ upon registration. The Buyer Participation Fee is refundable only in the event the Buyer notifies in writing to DICOTA of its intention to cancel 60 days prior to the date of the applicable event, after which no portion of the fee will be refunded.

2. Payment of all relevant fees shall be made by the Buyer via CTDA’s online payment tool within 48 hours or as otherwise agreed of the date of acceptance of the Buyer to attend the Exhibition.

3. DICOTA reserves the right to terminate these Terms in the event of non-payment of the Buyer in accordance with this clause 5.1.

4. Time shall be of the essence for payment of all Fees on or by the due date. Any failure to make payment on time may result in all payments paid being forfeit in the event of termination.

5. Failure to issue any invoice (if and where applicable) on the due date stated in this Contract shall not affect the due date for payment of the same or the Buyer’s obligation to meet that due date as set out in these Terms.

6. Notwithstanding clause 5.9, the Buyer may have its attendance or participation cancelled unless payment of the Fee in full and in cleared funds has been received by DICOTA within 48 hours of the date of acceptance of the Buyer to attend the Exhibition.

7. All payments should be paid by Credit or Debit Card payment via CTDA’s online payment tool and is subject to additional fees stipulated by DICOTA, by bank transfer only with DICOTA’s consent in its absolute discretion or upon receipt of an invoice from DICOTA which may issued upon request of the Buyer and subject to DICOTA’s sole discretion. No payment will be accepted by cheque or cash.

8. The Buyer acknowledges and agrees that all payments due and payable by the Buyer are accepted as deposits for the costs and expenses incurred by DICOTA for creating, developing, establishing and arranging the Exhibition. The Buyer acknowledges that these costs and expenses are incurred by DICOTA from the date the Exhibition is announced and all payments are required on time to enable the Exhibition to be planned, prepared and and/or take place on time and at the standards expected from exhibitions created and managed by DICOTA. As a result, notwithstanding any other term of this Contract all such payments which become due and payable whether paid or not are agreed by the Buyer to be non-refundable.

9. Without prejudice to clause 5.7, if the Buyer fails to make any payment due to DICOTA under the Contract by the due date for payment, then, without limiting DICOTA’s remedies under clause 6(Cancellation or Amendment).

10. DICOTA may suspend the Buyer’s right to attend the Exhibition and suspend all Services until payment has been made in full.

11. All amounts due under the Contract from the Buyer to DICOTA shall be paid by in full without any set- off, counterclaim, deduction or withholding (other than any deduction or withholding tax as required by law). In the event of any deduction or withholding required by law, the amount of the Fee shall be grossed up so that it will increase by and include any amount so deducted or withheld.

6. Travel and Accommodation 

1. The Buyer shall be responsible for arranging all travel requirements to and from the Exhibition at their own costs including their own transfers to and from the airport for all arrivals and departures.

2. The Buyer is responsible for making their hotel arrangements through the provided hotel booking portal and other nearby hotels. Hotel rooms are provided at a discounted rate for all CTDA guests.

8. Indemnity

1. The Buyer shall indemnify and hold harmless DICOTA against any loss, damages, costs, expenses or other claims arising from: a) breach of these Terms by the Buyer, its employees, agents or contractors; and b) breach of any duty or any other tort in connection with any acts or omissions of the Buyer, it’s employees, agents or subcontractors, whether negligent or otherwise, as applicable.

9. Limitation of Liability

1. Except in respect of death or personal injury caused by negligence or as a result of fraud, neither DICOTA nor the Buyer or any of their employees, agents or contractors shall be liable to each other by reason of any representation, or any implied warranty, condition or other term, or in tort (including without limitation negligence) or any duty at common law or under statute, or under the express terms of the Contract or otherwise howsoever arising, for any loss or damage, costs, expenses or other claims whether direct or indirect, being (a) loss of profit or business or opportunity; (b) reputational loss or damage; or (c) any special or consequential loss or damage, which in each case arise out of or in connection with the Exhibition (including without limitation any cancellation, amendment or postponement of the Exhibition).

2. Except in respect of death or personal injury caused by negligence, DICOTA’s total liability to the Buyer by reason of any representation, or any implied warranty, condition or other term, or in tort (including without limitation negligence) or any duty at common law or under statute, or under the express terms of the Contract or otherwise howsoever arising, in respect of all loss or damage, costs, expenses or other claims arising from or in connection with the Exhibition, shall in no circumstances exceed the Fee unless caused by the fraudulent act or omission of DICOTA, its authorized employees, agents or contractors.

3. Except in respect of death or personal injury caused by negligence or as a result of fraud, neither DICOTA nor the Venue operator nor their employees, agents, or contractors shall have any liability to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or in tort (including without limitation negligence) or any duty at common law or under statute, or under the express terms of the Contract or otherwise howsoever arising, for any loss or damage, costs, expenses or other claims, whether direct or indirect, which arise out of or in connection with the Exhibition (including without limitation any cancellation, amendment or postponement of the Exhibition):

• as a result of an act of Force Majeure; or

• in relation to the failure of DICOTA’s agents or contractors to supply materials for the Stand or any of the amenities for the Exhibition; or

• in relation to the failure of supply of any utilities by any public, government or private provider.

4. References in DICOTA’s marketing materials to a targeted number of delegates or appointments shall imply an obligation on DICOTA to use its reasonable endeavours to provide such services to a Buyer but subject to availability of such matters or things. However, if DICOTA is unable to supply any such matters or things, such failure shall not constitute a breach of this Contract by DICOTA.

5. DICOTA may not benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its willful default.

6. Unless the Buyer notifies DICOTA that it intends to make a claim in respect of an event within the notice period, DICOTA shall have no liability for that event. The notice period for an event shall start on the day on which the Buyer became, or ought reasonably to have become, aware of the event having occurred and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

7. If DICOTA’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Buyer, its agents, subcontractors, consultants or employees, DICOTA shall:

• not be liable for any costs, charges or losses sustained or incurred by the Buyer that arise directly or indirectly from such prevention or delay;

• be entitled to payment of the Fee or any part of the Fee despite any such prevention or delay; and

• be entitled to recover any additional costs, charges or losses DICOTA sustains or incurs that arise directly or indirectly from such prevention or delay.

8. The Buyer acknowledges and agrees that as DICOTA is the provider of the Exhibition and is not involved or a participant, in any way, in respect of any contact, meetings (face-to-face or otherwise), negotiations, transactions or contracts that are entered into or otherwise agreed between the Buyer and any third parties during or in connection with any Exhibitions. Consequently, the Buyer acknowledges and agrees that DICOTA shall not be liable in any way and/or for any reason whatsoever in respect of any acts or omissions arising from any dealings, arrangements or relationship between the Buyer and third parties.

10. Insurance

1. The Buyer is responsible for arranging sufficient insurance in relation to: (1) their employees, agents, contractors, property and other equipment for which they are responsible; and (2) any participation, accommodation and travel related expenses.

11. Confidentiality

1. Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any associated or group company of the other party belongs which for DICOTA, except as permitted. For the purposes of these Terms: “group” means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party; and “associated” means, under the Control of the same person, company or entity.

2. Each party may disclose the other party's confidential information:

• to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause;

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

• as expressly permitted under this Contract.

3. Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under the Contract.

12. General

1. By registering, you confirm that you understand the terms and conditions and agree to be bound thereby and, if accepted on behalf of a separate legal entity, that you are duly authorized to do so on behalf of such entity.

2. The Buyer is fully responsible for VAT, sales tax or other analogous taxes or liabilities as required by the local governing authorities. DICOTA has no responsibility for the relevant fiscal process relating to such taxes. This is a matter exclusively between the Buyer and the relevant local authorities. In the event that VAT, sales tax or other analogous taxes or liabilities is properly due and not charged on any relevant invoice, the Buyer shall pay the same on demand from DICOTA.

3. No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be effective unless it is given in writing or be considered as a waiver of any subsequent breach of the same or any other provision.

4. If any provision of these Terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such 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 the Contract.

5. From time-to-time private events might be organized by delegates participating in the show. The organization of such events is not the responsibility of DICOTA and DICOTA cannot facilitate entry or access to any of those events.

6. DICOTA is for decision-makers of the Buyer only. DICOTA reserves the right to refuse entry to any junior staff or person under 21 years old or any agents or contractors of the Buyer.

7. Unless this Contract expressly states otherwise, this Contract shall not give rise to any rights for a third party to enforce any term of the Contract save that any associated or parent company of DICOTA is entitled to protect its assets, revenues or Intellectual Property Rights.

8. The Buyer acknowledges and agrees that on receipt of email confirmation of registration this email will constitute formation of a binding contract to attend the Exhibition upon the terms of this Contract.

9. This Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the laws of USA. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

10. This Contract is drafted in the English language. If this Contract is translated into any other language, the English language version shall prevail.

11. Any notice given under or in connection with this Contract shall be in the English language. All other documents provided under or in connection with this Contract shall be in the English language, or accompanied by a certified English translation.

12. If such document is translated into any other language, the English language version shall prevail unless the document is a constitutional, statutory or other official document.

13. Use of Data

1. DICOTA will use the personal information provided to it in connection with this Contract and the provision of the Exhibitions in accordance with DICOTA Privacy Policy.

2. The Buyer agrees to notify DICOTA of any change to its contact information (including but not limited to its telephone and/or e-mail address).

3. The Buyer shall procure for its officers, employees, agents and contractors to provide appropriate authorization under privacy laws to give their company and personal information to DICOTA as compiled by the Buyer in their personal profile for the purpose of distribution to other participants in the Exhibition and to have them displayed in any Exhibition related publications.