Brand Participation Terms and Conditions

In these Terms:

Booking means an order, booking form, proposal, invoice, online order or other written confirmation accepted by the Customer for participation in an Event.

Booking Form means the document or electronic booking confirmation setting out the specific commercial terms of a Booking.

Customer means the company, brand, manufacturer, distributor, supplier or other business making the Booking.

Event means the RoadTrip, curated brand discovery event, buyer presentation, pop-up showroom or other business-to-business event identified in the Booking.

Event Fee means the fees payable by the Customer for the Booking.

Event Materials means product information, images, descriptions, videos, pricing information, brand assets and other materials supplied by the Customer for use in connection with an Event.

Organiser, we, us or our means the Curia group company identified as the contracting party in the Booking Form.

Products means the Customer’s products supplied, displayed, sampled, demonstrated or promoted in connection with an Event.

Retailer means the retailer, wholesaler, distributor, buyer organisation or other commercial organisation hosting or participating in an Event.

Buyer means any employee, representative, agent or other buying professional associated with a Retailer.

Samples means Products or other physical materials supplied by the Customer for use at an Event.

2.1 Our Events are provided exclusively on a business-to-business basis.

2.2 By making a Booking, the person making it confirms that: (a) they are acting for business purposes; (b) they have authority to bind the Customer; and (c) the Customer accepts these Terms.

2.3 A Booking becomes binding when we issue written confirmation, accept an online booking, issue an invoice following acceptance, or otherwise confirm the Booking in writing.

3.1 Each Booking consists of: (a) the Booking Form; (b) these Terms; and (c) any additional written terms expressly incorporated into the Booking Form.

3.2 If there is any conflict, the documents take priority in the order listed above.

3.3 Any terms contained in a Customer purchase order or other Customer document do not apply unless expressly accepted by us in writing.

4.1 RoadTrip provides curated opportunities for brands and Products to be presented to relevant retail Buyers.

4.2 Depending on the Event, our services may include: (a) creation of a temporary branded display or discovery environment; (b) presentation or display of Products; (c) provision of Product and brand information to Buyers; (d) sampling or demonstration of Products; (e) digital presentation of Event Materials; (f) facilitation of Buyer discovery and engagement; and (g) collection or sharing of Buyer feedback where expressly included in the Booking.

4.3 Unless expressly stated otherwise in the Booking Form, the Customer is not required to attend the Event in person.

4.4 We retain reasonable operational control over the layout, presentation, format, timetable and delivery of each Event.

5.1 The Customer acknowledges that RoadTrip provides access and product discovery opportunities, not guaranteed commercial results.

5.2 We do not guarantee: (a) that any particular Buyer will attend or review the Customer’s Products; (b) a minimum number of Buyers unless expressly stated in the Booking Form; (c) the duration for which any Buyer will engage with a Product; (d) Buyer feedback; (e) meetings, follow-up conversations or introductions; (f) listings, orders, distribution agreements or other commercial relationships; (g) any particular sales value or return on investment; or (h) that a Retailer will consider the Products commercially suitable.

5.3 All buying, ranging and commercial decisions are made independently by the relevant Retailer.

5.4 No Retailer or Buyer is our employee, agent or representative, and we have no authority to bind a Retailer to any commercial arrangement with the Customer.

6.1 Where a Booking identifies a specific Retailer, the Event will be organised for that Retailer unless the Booking Form expressly states otherwise.

6.2 Where a Booking identifies a category or Product area, we will use reasonable efforts to present Products to the Buyers responsible for, or relevant to, that area.

6.3 Retailers control their own personnel and may change participating Buyers, category responsibilities, internal structures or attendance at short notice.

6.4 A change of individual Buyer does not constitute cancellation of the Event provided the Event continues with the named Retailer and remains reasonably relevant to the booked category.

6.5 We do not guarantee category exclusivity unless expressly stated in the Booking Form. Products from competing brands may participate in the same Event.

7.1 Retailers are independent third parties and may cancel, postpone or materially change an Event for reasons outside our control.

7.2 If a named Retailer cancels or is unable to host an Event, we may offer the Customer: (a) a rescheduled Event with the same Retailer; (b) an alternative Event which we reasonably believe provides comparable commercial relevance; or (c) a credit for the amount paid for the affected Event.

7.3 The Customer will not be required to accept an alternative Retailer materially different from the Retailer originally booked.

7.4 Where: (a) the named Retailer cannot reasonably be rescheduled; (b) the Customer does not accept a materially different replacement Event; and (c) we cannot provide the booked service, the Customer may request a refund of the Event Fee paid for that affected Event.

7.5 A refund under clause 7.4 will be the Customer’s sole financial remedy in relation to that cancellation, except where applicable law requires otherwise.

8.1 We may make reasonable changes to: (a) Event timing; (b) format; (c) venue within the same general location; (d) display layout; (e) presentation format; (f) Buyer schedule; or (g) operational arrangements, where necessary to deliver the Event effectively.

8.2 We will inform the Customer of material changes where reasonably practicable.

8.3 Minor operational changes do not entitle the Customer to cancel or receive a refund.

9.1 The Customer must pay the Event Fee specified in the Booking Form.

9.2 Unless stated otherwise, all prices: (a) exclude VAT, GST, sales tax and other applicable taxes; and (b) exclude shipping, customs duties, import charges and other costs associated with delivering Samples or materials.

9.3 The Customer is responsible for all applicable taxes other than taxes imposed on our net income.

9.4 Payment must be made within the period specified in the Booking Form or invoice.

9.5 Where payment is required before an Event, we may suspend participation until cleared payment is received.

9.6 The Customer is responsible for bank charges and currency conversion charges relating to its payment.

9.7 Where permitted by applicable law, overdue amounts may accrue reasonable interest and recovery costs.

10.1 A Booking reserves capacity for the Customer and may prevent us from selling that capacity to another brand.

10.2 Unless different cancellation terms are stated in the Booking Form, the following default terms apply:

More than 90 days before the Event: the Customer may transfer the Event Fee to another eligible RoadTrip Event occurring within 12 months, subject to availability.

60–90 days before the Event: 50% of the Event Fee may be transferred as credit to another eligible Event occurring within 12 months.

Less than 60 days before the Event: the Event Fee is non-refundable and non-transferable.

10.3 Cash refunds are not provided for Customer cancellations unless expressly agreed by us.

10.4 A Customer may request substitution of another Product or brand from the same legal entity, but this is subject to our approval and category suitability.

11.1 The Customer is responsible for supplying the Products and Samples required for the Event in accordance with our instructions.

11.2 Samples must: (a) arrive at the specified location by the deadline provided; (b) be properly packaged for transport and handling; (c) be supplied in sufficient quantity where sampling is required; (d) comply with all applicable labelling and safety requirements; and (e) have sufficient remaining shelf life for their intended use.

11.3 Unless agreed otherwise, the Customer is responsible for all costs associated with: (a) transportation; (b) couriers; (c) customs clearance; (d) import duties; (e) taxes; (f) licences; and (g) regulatory approvals.

11.4 Failure of Samples to arrive on time does not entitle the Customer to a refund where we were ready and able to provide the Event.

11.5 We will take reasonable care of Products in our possession but are not responsible for minor cosmetic damage arising from reasonable transport, display, handling or sampling.

11.6 Samples are generally considered consumable promotional materials and will not be returned unless agreed in advance.

11.7 Following an Event, unused Samples may, at our discretion and where lawful: (a) be retained for reasonable follow-up activity; (b) be provided to Buyers; (c) be donated; (d) be recycled; or (e) be safely disposed of.

11.8 The Customer must tell us in writing before the Event if Products require specific storage, handling, refrigeration, security or disposal arrangements.

12.1 The Customer is solely responsible for the Products it supplies.

12.2 The Customer warrants that, to the best of its knowledge and having made reasonable enquiries, all Products supplied for an Event: (a) are safe; (b) are of satisfactory commercial quality for the purpose for which they are supplied; (c) comply with applicable laws and regulations in the jurisdiction in which they are displayed, sampled or supplied; (d) are correctly labelled; (e) accurately state ingredients and allergens where applicable; (f) carry legally required warnings and instructions; (g) are not counterfeit; (h) do not infringe third-party intellectual property rights; (i) are not subject to a product recall or safety notice which makes their supply or display inappropriate; and (j) may legally be promoted and supplied at the Event.

12.3 The Customer must immediately notify us of: (a) a product recall; (b) a safety concern; (c) an incorrect allergen declaration; (d) regulatory action; (e) material labelling error; or (f) any other issue that could make continued display or sampling of a Product inappropriate.

12.4 We may refuse to display, remove or cease sampling any Product where we reasonably believe that there is a safety, legal, regulatory, reputational or operational concern.

13.1 Customers supplying food, drink, supplements, cosmetics or other consumable Products must provide any information reasonably requested by us regarding: (a) ingredients; (b) allergens; (c) storage requirements; (d) shelf life; (e) use-by or best-before dates; (f) preparation instructions; and (g) regulatory status.

13.2 Products requiring refrigeration, freezing, cooking, preparation or controlled storage may only be supplied where those arrangements have been agreed in advance.

13.3 We may decline to sample a Product even where it remains displayed as part of an Event.

14.1 The Customer is responsible for ensuring that all Event Materials supplied to us are complete and accurate.

14.2 This includes: (a) product descriptions; (b) pricing; (c) recommended retail prices; (d) case sizes; (e) margins; (f) distribution information; (g) certifications; (h) sustainability claims; (i) nutritional claims; (j) performance claims; and (k) other commercial or marketing statements.

14.3 We are entitled to rely on information supplied by the Customer and are not required to independently verify it.

15.1 The Customer retains ownership of its trademarks, images, Product information and other intellectual property.

15.2 The Customer grants us a worldwide, non-exclusive, royalty-free licence for the duration of the Booking and a reasonable period afterwards to use, reproduce, resize, format and display Event Materials for the purpose of: (a) promoting the Customer’s participation; (b) preparing and delivering the Event; (c) displaying Products to Buyers; (d) operating associated digital platforms; (e) communicating follow-up information about the Event; and (f) reporting on the Event.

15.3 We will not acquire ownership of the Customer’s intellectual property by using it under this licence.

15.4 The Customer warrants that it has the necessary rights and permissions to provide all Event Materials to us for these purposes.

16.1 We may photograph or record our Event environment, installations and displays for operational, documentary and promotional purposes.

16.2 This may include Products, packaging, stands and brand materials.

16.3 If the Customer requires particular Products, confidential materials or unreleased packaging not to appear in public promotional content, it must notify us before the Event.

16.4 We will use reasonable efforts to respect reasonable written confidentiality restrictions.

17.1 The Customer must treat confidential information obtained through an Event appropriately and must not disclose confidential information about a Retailer or Buyer without permission.

17.2 Any Buyer contact information supplied by us must only be used for legitimate business follow-up relating to the Customer’s Products and in compliance with applicable privacy and direct marketing laws.

17.3 The Customer must not represent that: (a) a Retailer endorses the Customer or its Products; (b) a Retailer has agreed to list a Product; or (c) a commercial relationship exists, unless the Retailer has expressly confirmed this.

18.1 Each party will keep confidential information received from the other party confidential and will use it only for purposes connected with the Booking.

18.2 This obligation does not apply to information which: (a) is publicly available other than through breach of this Agreement; (b) was already lawfully known to the receiving party; (c) is independently developed; (d) is received lawfully from another source; or (e) must be disclosed by law or a competent authority.

18.3 Nothing in these Terms prevents us from identifying the Customer as an Event participant unless anonymity or confidentiality has been agreed in writing.

19.1 Each party must comply with applicable data protection and privacy laws.

19.2 We will process personal data in accordance with our Privacy Policy.

19.3 The Customer must ensure that personal data supplied to us has been collected and shared lawfully.

19.4 Where Buyer or other business contact details are provided to the Customer, the Customer becomes responsible for its subsequent use of that information.

19.5 These Terms do not constitute permission to send marketing communications where separate consent or another lawful basis is required under applicable law.

20.1 The Customer must conduct itself professionally in all interactions arising from an Event.

20.2 Neither party may offer or provide any improper payment, inducement or advantage in connection with an Event.

20.3 The Customer must comply with applicable anti-bribery, anti-corruption, sanctions and trade-control laws.

20.4 We may immediately suspend a Customer from an Event where its participation could reasonably: (a) breach law; (b) create a safety risk; (c) damage the Event; (d) materially damage our relationship with a Retailer; or (e) cause serious reputational harm.

21.1 The Customer is responsible for maintaining insurance appropriate to its business and Products.

21.2 Where reasonably requested, the Customer must provide evidence of relevant product liability or other insurance before participation.

22.1 To the extent permitted by applicable law, the Customer will indemnify us against third-party claims, losses, damages and reasonable costs arising directly from: (a) defective or unsafe Products supplied by the Customer; (b) inaccurate or unlawful Product claims supplied by the Customer; (c) infringement of third-party intellectual property rights by Event Materials; (d) the Customer’s material breach of applicable product laws; or (e) the Customer’s fraud, wilful misconduct or material breach of these Terms.

22.2 This indemnity does not apply to the extent that a claim was caused by our negligence, wilful misconduct or breach of these Terms.

23.1 Nothing in these Terms excludes or limits liability which cannot lawfully be excluded or limited.

23.2 Without limiting clause 23.1, nothing in these Terms excludes liability for: (a) fraud or fraudulent misrepresentation; (b) wilful misconduct where such liability cannot lawfully be excluded; (c) death or personal injury caused by negligence where exclusion is prohibited by law; or (d) any other liability which applicable law requires to remain unlimited.

23.3 Subject to clause 23.1, neither party will be liable to the other for: (a) loss of profit; (b) loss of revenue; (c) loss of anticipated savings; (d) loss of opportunity; (e) loss of goodwill; or (f) indirect or consequential loss, arising from a Booking.

23.4 We are not responsible for losses resulting from: (a) a Retailer’s independent commercial decision; (b) failure to obtain a listing or order; (c) the conduct of a Retailer or Buyer; (d) delayed or lost Samples while being transported by a third-party carrier; (e) inaccurate information supplied by the Customer; or (f) events outside our reasonable control.

23.5 Subject to clauses 23.1 and 23.2, our total aggregate liability arising from or relating to a Booking will not exceed 100% of the Event Fees paid or payable by the Customer for the Event giving rise to the claim.

23.6 The limitations in this clause apply only to the extent permitted and enforceable under the law governing the relevant Booking.

24.1 Neither party will be liable for delay or failure to perform obligations caused by circumstances beyond its reasonable control.

24.2 Such circumstances may include: (a) severe weather; (b) natural disaster; (c) fire or flood; (d) epidemic or public health emergency; (e) war, terrorism or civil unrest; (f) government restrictions; (g) industrial action; (h) major transportation disruption; (i) utility or telecommunications failure; (j) venue closure; or (k) other comparable circumstances beyond reasonable control.

24.3 The affected party will use reasonable efforts to minimise disruption.

24.4 Where an Event cannot proceed due to force majeure, we may: (a) reschedule it; (b) change its format where reasonably appropriate; or (c) issue a credit toward another Event.

24.5 Where performance becomes permanently impossible and no reasonable alternative can be provided, we will address refunds or credits fairly having regard to services already provided, committed third-party costs and applicable law.

25.1 We may suspend or terminate a Booking where the Customer: (a) fails to pay amounts when due; (b) materially breaches these Terms; (c) supplies Products that create a safety or regulatory concern; (d) provides materially misleading information; (e) behaves in a way likely to damage our relationship with a Retailer; (f) becomes insolvent; or (g) engages in unlawful conduct connected with the Event.

25.2 Where a breach can reasonably be remedied, we will normally give the Customer a reasonable opportunity to remedy it before termination.

25.3 No refund will be due where we terminate participation because of the Customer’s material breach.

26.1 The parties are independent contractors.

26.2 Nothing in these Terms creates: (a) a partnership; (b) joint venture; (c) employment relationship; (d) agency; or (e) fiduciary relationship.

26.3 Neither party may bind the other except where expressly authorised in writing.

27.1 The Customer may not transfer a Booking to another legal entity without our written agreement.

27.2 We may use employees, contractors, logistics providers, venue providers and other subcontractors to deliver Events.

27.3 We remain responsible for our contractual obligations notwithstanding our use of subcontractors.

27.4 We may assign a Booking to another company within the Curia group as part of a genuine corporate reorganisation, provided this does not materially reduce the Customer’s contractual rights.

28.1 Routine communications concerning Events may be sent by email.

28.2 Formal notices relating to termination or legal claims must be sent to the registered or principal business address, or designated legal email address, of the relevant party.

29.1 The Booking and these Terms constitute the entire agreement relating to the Event.

29.2 Each party acknowledges that it has not relied on statements not expressly incorporated into the Booking, except that nothing limits liability for fraudulent misrepresentation.

30.1 Changes to an existing Booking must be agreed in writing.

30.2 We may update these Terms for future Bookings.

30.3 Updated online Terms will not retrospectively alter a confirmed Booking unless: (a) required by law; or (b) agreed between the parties.

Failure or delay in exercising a contractual right does not waive that right.

If part of these Terms is held invalid or unenforceable, it will be modified or removed only to the minimum extent necessary and the remainder will continue in effect.

Unless expressly stated otherwise, a person who is not a party to a Booking has no right to enforce its terms, subject to applicable law.

34.1 The governing law and dispute forum for each Booking will be specified in the Booking Form.

34.2 The parties agree to submit to the courts or dispute-resolution forum identified in the Booking Form.

34.3 If the Booking Form does not specify governing law, the Booking will be governed by the laws of the jurisdiction in which the contracting Organiser entity has its registered office, excluding its conflict-of-laws rules to the extent permitted by applicable law.

34.4 If the Booking Form does not specify a dispute forum, the courts having jurisdiction over the registered office of the contracting Organiser entity will have jurisdiction, subject to mandatory applicable law.

The relevant Curia contracting entity will be identified on the Booking Form and invoice. Possible contracting entities may include:

United Kingdom: CURIA Experiences (UK) Ltd, registered in Scotland, company number 892904. Registered address: 60 Tradeston Street, Glasgow, G5 8BH — or another Curia group company expressly identified in the Booking Form.