General conditions of sale

1/ APPLICATION AND OPPOSABILITY

The current conditions of eligibility and sale are applicable to any convention delegate and/or client-advertiser, to enable them to find out about the eligibility requirements for the Convention and associated Exhibition to be organised by INTERMODES from 3 to 4 February 2010 in Brussels, Belgium, and for those wishing to place an order. Accordingly, the fact of each convention delegate and/or client-advertiser placing an order with INTERMODES implies complete, unreserved agreement with these conditions, which have precedence over all other conditions, including the purchase conditions of the client-advertiser.
Any contrary clause or condition set down by the convention delegate and/or client-advertiser will therefore, failing express agreement, be ineffective against INTERMODES, irrespective of the time when it may have been brought to the knowledge of the latter.
These general conditions of sale come into effect on 1 January 2009.
INTERMODES reserves the right to amend these general conditions of sale, notably in the event of legislative amendment. Any modification will be brought to the knowledge of the convention delegate and/or client-advertiser who has placed an order, fifteen days before the entry into force of the said conditions.
The fact of INTERMODES not availing itself, at any given time, of any one of these general conditions of sale and/or the failure of the other party to fulfil any one of the obligations stipulated in these general conditions, may not be interpreted as a waiver by INTERMODES of later availing itself of any one of the said conditions.

2/ ORGANISATION

On 3 and 4 February 2010, the company INTERMODES is organising a Convention entitled  “INTERMODES Construire l’Europe de la mobilité / towards a mobile Europe" in Brussels at the SQUARE Brussels Meeting Centre – Silver Auditorium – located at 8, rue du Musée, 1000 Brussels, Belgium. This convention is exclusively reserved for professionals and international passenger transport stakeholders, and has the objective of creating a platform for exchanges between them, and promoting synergy for the mutual research of appropriate solutions intended to facilitate the movement of persons within and between each of the European Community member states.
Opening hours for convention delegates and advertisers: 08:00 to 19:00 hours.

INTERMODES offers two service types:

1. access to the Convention and Exhibition organised by INTERMODES;
2. sale of advertiser spaces in accordance with the modalities defined hereunder.

Access to the Convention is therefore reserved for convention delegates who have paid their entry fees in advance, and within the limit of available places; the entry fee includes access to the auditorium where the various round tables organised by INTERMODES will take place, free access to the “Exhibition” area, access to the food service (which includes lunches on 3 and/or 4 February 2010 and two or four breaks with light refreshments).

Any client-advertiser who has placed an order for at least one space within the Exhibition will receive free access to the Convention, with a limit of one participant (access include: conferences, lunch on 3 and 4 February 2010, access to the advertiser space).

The “Exhibition” space, christened “Intermodale’Cité” will be reserved for client-advertisers. It will contain exhibition space - booths - interactive terminals and flat screens, reserved for client-advertisers, all this creating an open intermodal space.

3/ FEE STRUCTURE AND MODALITIES FOR INTERMODES PARTICIPATION

3.1 - Registration for the Convention is exclusively by Internet. Persons wishing to take part in the Convention must fill in the information form (one form per participant) and pay their registration fees online, on the site: www.intermodes.com under the “Registration” section.

For any registration before 30 September 2009, the entry fee is 1,000 euros (excluding tax) per person for a 2 days' Pass. Between 1 October 2009 and 30 November 2009, the fee is 1,200 euros (excluding tax) and from 1st December onwards, 1,400 euros (excluding tax).

It is possible to register only for one or the other date of the Convention - 1 day's Pass. The date's choice is made at the time of the online registration.
In this case, for any registration before 30 September 2009, the entry fee is 600 euros (excluding tax) per person for a 1 day's Pass. Between 1 October 2009 and 30 November 2009, the fee is 700 euros (excluding tax) and from 1st December onwards, 800 euros (excluding tax).

For persons wishing to take part to the Convention, the possibility to book online is also available after filling in the registration form. This booking will be valid for 15 days from the date of application. The booking will be validated as registration upon receipt of the full amount of the registration fee (VAT included), payment by bank transfer, e-payment or by credit card.

Registration will cause an e-ticket to be issued in the name of the person, which will be sent free of charge to the participant by email. This personal e-ticket is not transferable, and duplication is prohibited.

Only an e-ticket will provide access to the Convention and the Exhibition; it will be used as a control card for printing of the personal badge given to each participant when they arrive on-site.

Registration will be closed when the full number of Convention participants is reached.  It is therefore recommended that you register as soon as possible, as the number of places is limited (300 places).

Registration is free for each client-advertiser who is at least purchasing space, with the limit of one participant. The advertiser agrees to inform INTERMODES at least two months before the Convention of the name, first name, position, company, address, telephone number, and personal email address of the participant.

The convention delegates will receive written confirmation of their registration, as well as useful information on the progress of the Convention (notably programme, modalities of access to the Convention Centre, coordinates of the event's partner hotel group).

On presentation of the e-ticket, a name badge, valid for either one or two days, will be issued to each participant on entry into the Convention. This badge is personal, and not transferable. It must be worn throughout the two days of the Convention. The issue of this name badge involves communication of the name and complete coordinates of the company or organisation to which the participant is attached. Consultation of the terminals made available to the participants in the Exhibition space will involve transmission of the consultant's coordinates to the advertiser attached to his dedicated terminal.

It is specified to convention delegates that, when entering the auditorium, headsets will be made available to them so that they can receive direct and simultaneous translation of the speeches made during the round tables in the French language.

3.2 - INTERMODES offers client-advertisers the purchase of various spaces, according to the estimate sheets given to them on their request.
These estimate sheets describe the spaces offered for sale and the fee structure for each of the spaces on offer:

• exhibition space - booth ;
• space dedicated to each advertiser : units of three plasma screens, interactive kiosks terminals.

Each client-advertiser is responsible for the content of the spots, messages and images broadcast, at their request, on the screens and/or terminals. The fact of INTERMODES accepting the order of the client-advertiser excludes any advertising agency activity or communication on the part of INTERMODES (such as, notably, advice on the choice or composition of messages, announcements, slogans…).

Payment for an order by an advertiser gives them access to other communication spaces:

• the catalogue of exhibitors which will be given free of charge to each Convention participant (purchase of space on the catalogue: estimate on request);
• badge bearing the logo of a single INTERMODES partner advertiser (sample and estimate on request).

In addition, several advertising spaces are offered for sale:

• dedicated spaces on the INTERMODES internet site: banner, scrollable frame (purchase of dedicated space on the Internet site: estimate and personalised study on request).

4/ ORDER OF SPACES

Client-advertisers may order a space after INTERMODES creates a personalised estimate, and confirms the technical feasibility of broadcasting the message, which depends on good transmission by the client of the required technical specifications laid out in the estimate sheets.
Acceptance of the order by INTERMODES is subject to the prior creation of a personalised estimate.
No order without payment of the deposit stipulated in Article 7 below will be considered.

Orders relating to spaces at the 2010 Convention must be received by 30 October 2009 at the latest.
Orders will be processed in their order of arrival, depending on available places.
INTERMODES reserves the right not to follow up on late orders, notably those placed after 30 October 2009, if there are no more available dedicated spaces. In this case, the deposit will be returned in full.

5/ REFUSAL OF AN ORDER

INTERMODES reserves the option to refuse any content in the videotape provided, which could bring its liability or code of ethics, or that of its media, into play in any way. This refusal will not give rise to any right to compensation in favour of the client-advertiser. The client-advertiser will have the choice to modify the content of its videotape, the modified version of which it must then transmit, within the fifteen days following the request for modification made by INTERMODES. It may also cancel its order, at the latest within the eight days following this request for modification, without payment of any indemnity. The deposit will be returned, subject to the deduction of a set amount of 200 euros.

6/ SUBMISSION OF ADVERTISEMENT CONTENT, AND TECHNICAL SPECIFICATIONS

The client-advertiser agrees to submit, at the latest one month after his order, two copies of each piece of content he wishes to see broadcasted on the screens/ terminals. This content must comply with the technical specifications requested by INTERMODES, which would have been specified in the personalised estimate.

In the event that the videotape is not in compliance with the required technical standards, the client-advertiser will make the necessary modifications as soon as possible.
By default, content such as that submitted by the client-advertiser will be used as is, with no guarantee with regard to the broadcasting quality. INTERMODES will take no responsibility in this regard.
The client-advertiser may also, if desired, cancel its order, at the latest within the eight days following the request for technical conformity formulated by INTERMODES, without the payment of any indemnity.

7/ MODALITIES AND CONDITIONS OF PAYMENT

The prices charged by INTERMODES are understood to be exclusive of tax. INTERMODES will apply VAT at the rate prevailing in France (currently 19.6%).

Payment for the purchase of space will be made in the following manner:

• 50% deposit on order; the balance on receipt of the invoice, in cash within 10 days;
• Or by bank transfer (bank charges to be borne by the issuer).

8/ FAILURE TO PAY

INTERMODES reserves the right not to follow up on any order for space relative to the annual 2010 Convention if it has not been paid for in full by 10 December 2009. In this case, the deposit paid will remain the property of INTERMODES by way of compensation. Failure to pay our invoices by the set deadline will result ipso facto in payability and the payment of interest equal to one and a half times the legal rate of interest prevailing on the deadline date. Interest for late payment will be due as of the invoice deadline date.

9/ GUARANTEE – NON GUARANTEE

INTERMODES does not guarantee the broadcasting configuration on the giant shared screens. The broadcasting order of the client-advertiser advertisements will be random.

It is specified that, the day before the Convention, an operational trial of the terminals and plasma screens will be carried out in the presence of the subcontracted technology provider.

In the event of a malfunction, and the impossibility of using the hardware normally, the advertiser will be fully refunded for the non-provided service.

INTERMODES declines any liability in the event of loss or alteration of the videotapes submitted by the client-advertiser to INTERMODES for the performance of its services. The client-advertiser therefore agrees to submit no masters, but only copies.

INTERMODES reserves the right to cancel the 2010 Convention in the event of force majeure or an act of God as defined by French jurisprudence, or lack of a sufficient number of participants. In  the latter case, the deposits paid by the client-advertisers or the entry fees paid by the convention delegates, will be refunded in full.

10/ MODALITIES OF ACCESS TO THE CONVENTION SPECIFIC TO CLIENT-ADVERTISERS

At the latest three weeks before the Convention, INTERMODES will send the client-advertisers a complete dossier containing all relevant information on the progress of the Convention, modalities of access to the SQUARE Brussels Meeting Centre, the policies and procedures of the Convention Centre and its security rules, allocation of space and dedicated terminals, operational modalities, etc…

11/ OBLIGATIONS OF THE CLIENT-ADVERTISERS AND PARTICIPANTS TO THE 2010 CONVENTION

11.1 - Convention participants and representatives of the client-advertisers present at the Convention agree to comply, and ensure the compliance of their employees, with the security rules, directives and rules of procedure of the SQUARE Brussels Meeting Centre, the content of which will be brought to their attention before they enter the site. In particular, advertisers and their employees are prohibited from carrying out business activities or distributing service offers on the exhibition site during the Convention.

11.2 - Each client-advertiser is responsible for its personnel and employees present on-site for its company’s presentation and for welcoming convention delegates in the area around the dedicated spaces allocated to it. Each client-advertiser agrees to take out insurance covering any damages caused by these persons.

11.3 - The client-advertiser agrees to respect the applicable laws, regulations and ethical rules, particularly the code of fair advertising practice of the International Chamber of Commerce.

The client-advertiser assumes full and complete responsibility for the texts and images broadcast on the screens and dedicated spaces.

The client-advertiser agrees to fulfil the processes and obligations linked to the operation of its business, notably the regulations concerning audiovisual communication and declarations to be made to the Commission Nationale Informatique et Liberté (Data Protection and Civil Liberties Commission) in application of the law on data protection and civil liberties.

11.4 - Rules relative to advertisement content

The client agrees:

• that advertisement content will be truthful, honest and decent;
• to respect the principles of public order, honesty, dignity and good morals, the stipulations relative to certain sectors or regulated products, as well as the recommendations of the Bureau de Verification de la Publicité (Advertising Audit Bureau), notably those concerning children and the image of women;
• to respect the obligation to use the English language in the presentation of advertising content. It is up to the client to make provision for simultaneous translation into French, German, Italian, Spanish or other languages.

11.5 - Intellectual property

The client-advertiser declares that he holds all the rights allowing him to conclude a purchase contract with INTERMODES for space, aimed at in these general conditions.

As such, the client-advertiser declares that he holds all the intellectual property rights necessary for the use of the trademarks contained in his advertising message, as well as logos, designs and drawings.

The client also declares that the abovementioned items as well as the products and services described in these advertisements do not in any way prejudice the rights of third parties, notably that they do not constitute an act of patent infringement or unfair competition or a plagiaristic act of a pre-existing work, and that they are not in any way infringing on the intellectual property rights of third parties, such as copyrights, and patent or trademark rights.

The client-advertiser indemnifies INTERMODES against any recourse from clients or third parties who could bring action against INTERMODES for services and products mentioned within the above-mentioned advertisements, notably action resulting from an attack on the rights of the person, ownership of a trademark, copyright including moral rights or action resulting from an act of unfair competition and/or plagiarism.

As such, the client-advertiser indemnifies INTERMODES against all costs, charges and expenses that the latter would have to bear as a result, fees and costs for INTERMODES counsel, even for a legal decision that is not yet definitive, including provisional rulings, in the event of a number of defendants or third party complaints.

The client-advertiser agrees to settle directly with the originator of the complaint any amounts that the latter demands from INTERMODES.

In addition, the client-advertiser agrees to intervene, if necessary, in any legal proceedings brought against INTERMODES, as well as to indemnify INTERMODES against any rulings that may be declared against it on this occasion.

11.6 - Client-advertisers agree not to pass on the names and coordinates of the convention delegates to third parties.

12/ INTERNET SITE

INTERMODES allows client-advertisers access to its Internet site to enable and promote exchanges and communication between the various passenger transport stakeholders. Dedicated spaces may be allocated to them according to a rate and modalities communicated on request.

13/ INDEPENDANCE DES PARTIES

None of the parties may enter into an agreement in the name of and/or on behalf of the other party, nor conclude contracts in the name of and/or on behalf of the other  party.

Each of the parties remains the sole liable party, notably with regard to their clients, acts, allegations, agreements, service provisions, products and personnel.

In addition, the implementation and execution of the present order may justify the signature of separate contracts between INTERMODES and third parties or between third parties and client- advertisers. INTERMODES and the client-advertiser will be deemed independent from each other, with these relations not creating links between the parties which may be classified as joint ventures or even creating agency-type relationships between the parties.

14/ ATTRIBUTION DE JURIDICTION – LOI APPLICABLE

All relations between INTERMODES, convention participants and client-advertisers fall exclusively under French law. In the event of a dispute with any business client, express jurisdiction is attributed to the Paris Commercial Court, notwithstanding any incidental demand or third party complaint, even for expeditious or protective procedures, provisionally or by request, or in the event of several defendants, and this even in the case of otherwise agreement on the letters or documents of the client-advertisers.

15/ ELECTION OF DOMICILE

Each party elects as its domicile its head office or domicile for the execution of the present.