GENERAL CONDITIONS Trading Online Expo 2013

Transcription

1 Object GENERAL CONDITIONS Trading Online Expo The object of these General Conditions of Trading Online Expo 2013 is the organization by Borsa Italiana S.p.A. (hereinafter Borsa Italiana ) of the event Trading Online Expo 2013 (hereinafter the Event ) and the provision of the relevant services listed in the Application for Participation (hereinafter referred to as the Application for Participation ) and described in the Presentation Trading Online Expo The Participation in the Event is governed by the following General Conditions, the Technical Rules of Palazzo Mezzanotte Congress Centre and Services as well as by the Presentation Trading Online Expo 2013 (hereinafter referred to, in whole, as General Conditions ) and is reserved to firms operating in the trading online sector, including : brokers on line, issuers, trading online service suppliers and specialized financial media (hereinafter Exhibitor and with Borsa Italiana, Parts ) The Event shall take place on 24 th and 25 h October 2013 at Palazzo Mezzanotte Congress Centre and Services, Piazza degli Affari 6, Milan. Those who register on line through the appropriate section devoted to the Event present on Internet site of Borsa Italiana or at the reception of Palazzo Mezzanotte Congress Centre and Services in the days during which the Event is taking place, may participate in the Event as Visitors. Borsa Italiana reserves the right to set a daily limit to the number of Visitors, for the purpose of ensuring the compliance with the applicable rules and regulations in the matter of security The participation of the Exhibitors in the Event and the provision of the relevant services are subject to the acceptance by Borsa Italiana of the Application for Participation. The Application for Participation must be sent to Borsa Italiana within the terms and in the manner described in Article 2 below. 2. Application for Participation and Acceptance of the Application for Participation 2.1. The Exhibitors must send their Application for Participation in the Event to the following address: Borsa Italiana S.p.A. Equity and Derivatives Markets Piazza degli Affari Milan anticipating it by mail to tolexpo@borsaitaliana.it melissa.desanctis@borsaitaliana.it 2.2. The Application for Participation, duly compiled and signed by the Exhibitor, must be sent on or before 23 rd August After the above-mentioned date, the Applications for Participation will be taken into consideration only if they are compatible with the remaining available spaces, or in the event of waiver by the other Exhibitors Borsa Italiana has the right to precede otherwise in particular cases, upon its unquestionable judgement, according to modalities and conditions that will be identified from time to time. The Application for Participation may contain no reservations or conditions of any kind The acceptance or rejection of the Application for Participation is exclusively reserved to Borsa Italiana for the purpose of ensuring the best organization and success of the Event Borsa Italiana shall notify the Exhibitor, on or before 13 th September 2013, of the acceptance of the Application for Participation by sending an appropriate notice. 3. Exhibition Stand 3.1. In the event of request by the Exhibitor for an exhibition stand, Borsa Italiana will assign to the Exhibitor a stand inside the exhibition area requested by the Application for Participation Any preferences expressed by the Exhibitor concerning the position and location of the exhibition stand within the requested area shall not be binding on Borsa Italiana and will be taken into consideration having regard to the general interest of the Event and the necessary divisions by areas of activities Borsa Italiana reserves the right, to change the location and/or size of the stand already assigned, if this becomes necessary due to technical causes or organizational requirements. The Exhibitor waives any claims deriving from any changes to the location and/or size of the stand assigned deriving from technical causes or organizational requirements of Borsa Italiana. 4. Accident Prevention and Security on the Job 4.1. The Exhibitor is responsible for the compliance, within its stand, with the applicable rules and regulation in the matter of security (including Italian Legislative Decree No. 81/08). The Exhibitor shall comply with all the provisions contained in the General Conditions, as well as the instructions given by Borsa Italiana in the matter of fire prevention Failure to comply with the rules in the matter of security and fire and accident prevention and with the Technical Rules of Palazzo Mezzanotte Congress Centre and Services may entail the immediate closing of the stand and the exclusion from the Event The Exhibitor is required to appoint one or more persons responsible for the stand assigned (hereinafter, Organizational Contact ) throughout the duration of the stay in Palazzo Mezzanotte Congress Centre and Services and whose names shall be mandatorily indicated in the Application for Participation. The Organizational Contact shall be guarantor for the compliance of the stand and any installations and/or systems contained therein with the applicable rules and regulations in the matter thereof and, in particular, he shall ensure the compliance with the prescriptions contemplated by the fire prevention rules and those provides by the applicable provisions of law in the matter of security The Exhibitor undertakes as of now to timely notify Borsa Italiana of any changes in the name of the Organizational Contact. 1

2 5. Insurance Cover 5.1. Borsa Italiana undertakes no liability in the event of theft, deterioration or damaging of the Exhibitor s property present inside the Palazzo Mezzanotte Congress Centre and Services throughout the period of assembling, disassembling and on the day of the Event The Exhibitor undertakes to ensure the goods, materials, outfitting, equipment and any testimonials brought inside Palazzo Mezzanotte Congress Centre and Services under an appropriate insurance cover of the all risks type, waiving the recourse vis-à-vis third parties, including Borsa Italiana, all the companies belonging to the same group headed by Borsa Italiana, as well as third parties involved in the organization of the Event, throughout the period of assembling, disassembling and during the days of the Event. 6. Obligations, Warranties of the Exhibitor and Express Termination Clause 6.1. The Exhibitor undertakes to: i) pay to Borsa Italiana the fees provided in Article 8 below; ii) comply with and perform all the instructions received from Borsa Italiana, as well as any other provisions of law and regulations applicable in the matter hereof; iii) to avoid holding such behaviours as are in conflict with the development of the markets and in any event detrimental to the good reputation of Borsa Italiana Group; iv) indemnify and hold Borsa Italiana harmless against any damage suffered or costs borne by it, also following actions started by third parties, as a result of facts relating to the Event and/or acts and/or behaviours performed by the Exhibitor in violation of its obligations pursuant to the General Conditions and additional instructions received from Borsa Italiana. v) Timely notify Borsa Italiana of any changes in the data contained in the Application for Participation In the event of violation by the Exhibitor of the provisions set out in paragraphs i), ii) and iii) above, Borsa Italiana reserves the right to terminate the contract governed by the General Conditions pursuant to Article 1456 of the Italian Civil Code. 7. Prohibitions 7.1. The Exhibitor acknowledges that all that may cause prejudice, disturbance or damage to the regular occurrence of the Event and the realization of its purposes is in general prohibited. In particular, it is prohibited: a) to assign or sub-lease the assigned stand to third parties, including on a gratuitous basis; b) to display in the stands products of companies, which have not been declared at the time of the Application for Participation and expressly accepted by Borsa Italiana, as well as to display or handle products relating to sectors that were not specified in the Application for Participation; c) to conclude commercial transactions, such as, by way of example but not limited to, sale with immediate delivery of goods or services, including publishing products; d) to execute online trades in real time that for number and counter value are not for demonstration purposes only; it is possible to show or communicate market data only through applications reserved to final customers while it is strictly forbidden to show or communicate such market data and information if reserved to applications which are directly connected to markets. The trading on the markets will have to be limited to the execution of a symbolic number of orders to be made on proprietary account and exclusively through platforms interconnected to markets; e) to offer, including on a gratuitous basis, consulting activities of any kind; f) to take pictures and shootings or anything similar to these, inside the room or stands other than one s own, unless the Exhibitor has first obtained an appropriate written authorization by Borsa Italiana; g) to make sound presentations, attractions and/or any type of noise inside the stands, which are such as to cause disturbance to the other Exhibitors and/or the Visitors; h) to display and use supports (video-cassettes, DVD, CD Rom, CDs, music cassettes, disks, floppy disks, etc.), which are not in compliance with or violate the applicable rules in the matter of intellectual property rights or copyrights. The Exhibitor shall, therefore, undertake any responsibility about the non-compliance with the above-mentioned provisions of law; i) to advertise and/or distribute promotional material in the spaces surrounding the exhibition area; the presence of any testimonials or the organization of other events must be agreed upon in advance with Borsa Italiana, which reserves, in this respect, the right to express its unquestionable judgement; j) to close the open sides of the stand assigned with continuing walls for a length exceeding 50% of the length of the side itself, unless expressly agreed upon and authorized by Borsa Italiana; k) to leave the stand unattended; l) to remain in the stands and exhibition areas after closing time The breach of even just one of the above prohibitions may entail, at the unquestionable judgement of Borsa Italiana, the temporary closing of the stand or the immediate exclusion from the Event. A defaulting Exhibitor may claim no compensation from Borsa Italiana following the application of the above measures, subject to the right of Borsa Italiana to receive compensation for the damages suffered, if any. Borsa Italiana shall be held harmless against any sanctions, which should be applied by the judicial police bodies, other surveillance entities and the Public Authority in general, as a consequence of the above-mentioned failed compliance Borsa Italiana reserves the right to proceed against those responsible in order to obtain the compensation of any damages suffered consequent to the prejudices that may derive to the image of the Event and/or Borsa Italiana Group in general as a result of their unfair/defaulting behaviour

3 8. Fees and Terms of Payment 8.1. As a consideration for the provision of the services requested by Borsa Italiana, the Exhibitor shall pay the fee shown in the Application for participation. Such fee shall be paid as follows: A first tranche, equal to 30% of the overall fee, shall be paid within 5 days after the receipt by the Exhibitor of the acceptance notice by Borsa Italiana S.p.A. of the Application for participation; The 70% balance shall be paid on or before 8 th October Payments shall be made to Borsa Italiana S.p.A. to the following bank account: DEUTSCHE BANK S.P.A. Milano Via San Prospero 2 ABI CAB IBAN CODE IT98Y BIC SWIFT DEUTITMMMIL Causale: Trading Online Expo 2013 The receipts confirming the payment shall be immediately sent by mail to the Equity and Derivatives Markets Ms. Melissa De Sanctis (melissa.desanctis@borsaitaliana.it) 8.3. If the Exhibitor does not make the payment of the amounts due within the terms provided in Article 8.1 above, default interest shall accrue automatically on the outstanding amount, without need for a written notice of default, at an annual rate equal to EURIBOR at three months increased by 2 (two) percentage points (the applicable EURIBOR rate shall be the one calculated of the date effective from which default interest will start accruing). 8.4 The Exhibitor may oppose no objections for the purpose of avoiding or delaying the payment of the amounts due. 9. Disclaimer Force Majeure Events 9.1. Borsa Italiana shall be responsible for contractual and extra-contractual damages only when these are an immediate direct consequence of behaviours determined by gross negligence or wilful misconduct. The Parties mutually acknowledge that no indemnification or compensation obligation shall arise for the non performance caused by force majeure events or events outside the control of Borsa Italiana, such as, by way of example and not limited to, wars, riots, acts of terrorism, natural disasters ( Acts of God ) or interruptions in the supply of electric power, and/or telecommunications, when such interruptions are to be ascribed exclusively to the behaviour of third parties If due to force majeure events or for any reasons outside the control of Borsa Italiana, the date of the Event should be changed or the Event itself could not take place, then Borsa Italiana reserves the possibility to retain the payments advanced by the Exhibitors, which had received the notice of the acceptance of their Application for Participation, for the purpose of enabling Borsa Italiana to perform the obligations undertaken towards third parties and settle the organization expenses relating to the Event. Any remaining sums will be returned in proportion to what paid and to be paid by the Exhibitors The Exhibitor shall notify Borsa Italiana, under penalty of lapse, of any claim for compensation within 7 business days after the day when the Exhibitor learned or should have learned using the ordinary diligence, of the occurrence of the damaging event, simultaneously providing a precise indication of the circumstances in which the damaging event and the damage occurred. The relevant documentation shall be notified to Borsa Italiana, within 15 business days after the Exhibitor learned, or should have learned using the ordinary diligence, of the occurrence of the damaging event. 10. Responsibility of the Exhibitor about data and information The Exhibitor undertakes to use all the news and data relating to the Visitors of which it will become aware during the Event in compliance with the provisions of Italian Legislative Decree no. 196 of 30 th June 2003, adopting any and all the physical and logical security measures as are necessary for preventing that unauthorized third parties get in possession, for any reasons, of the above-mentioned personal data, undertaking to indemnify and hold Borsa Italiana harmless against any claims or damage deriving from the violation of this covenant The Exhibitor represents and warrants that the personal data contained in its advertising and promotional materials have been obtained and are utilized in compliance with Italian Legislative Decree no. 196 of 30 th June The Exhibitor shall indemnify and hold Borsa Italiana harmless against any claims for compensation deriving from the violation of Italian Legislative Decree no. 196 of 30 th June 2003, relating to the processing of personal data contained in its advertising and promotional materials The Exhibitor fully undertakes any responsibility about the content of the information and texts sent to Borsa Italiana, acknowledging that it is the only one responsible therefore and relieving Borsa Italiana from any consequent claim for compensation of damages or recourse by third parties The Exhibitor acknowledges and agrees that Borsa Italiana does not make any controls about the regular title to the intellectual property of Exhibitors. The Exhibitor waives, therefore, any action or claim against Borsa Italiana if other Exhibitors act or expose in violation of the rights of the former. 11. Communications between the Parties Any communication between the Parties relating to the Event shall be made to the following addresses: For the Exhibitor: the address and fax number shown in the Application for Participation; For Borsa Italiana S.p.A.: Equity and Derivatives Markets Piazza degli Affari 6, Milan (tel ) tolexpo@borsaitaliana.it melissa.desanctis@borsaitaliana.it Any amendments to the above-mentioned addresses shall be timely notified to the other party Communications shall be considered received at the time when they reach the address of the addressee (if made by registered letter, return receipt requested or by courier) 3

4 and on the date resulting from the answer back of the fax (if made by fax), or at the time of receipt by the server (if made by ). As regards ordinary correspondence, the Parties accept the use of Intellectual property Rights The trademarks of London Stock Exchange Group may not be utilized without the prior written consent of the company member of the Group owner of the trademark The Exhibitor acknowledges that the layout and contents of the Internet site including by way of example and not limited to, all the data, information, communications, editing contents, software, photos, videos, graphs, music, drawings, sounds, acquisition procedures and data management and in general any and all material and services contained therein as well as data and information provided by Borsa Italiana and relating to the Event, unless otherwise indicated, are the exclusive property of Borsa Italiana and are protected pursuant to all the laws on copyright and industrial property (patent) right. 13. Amendments to the General Conditions Borsa Italiana reserves the right to amend and/or supplement the provisions of these General Conditions, by letter sent by mail service to the address indicated in Article 11.1 above or to the address subsequently notified pursuant to the same article, as well as by message sent to the addresses indicated in the Application for Participation. TECHNICAL RULES of Palazzo Mezzanotte Congress Centre and Services These Technical Rules of Palazzo Mezzanotte Congress Centre and Services contain rules of a technical nature concerning the installation of the exhibition stand and others of a general nature. This document forms an integral part of the General Conditions of Trading Online Expo a) Palazzo Mezzanotte Congress Centre and Services is managed by BIt Market Services S.p.A. (hereinafter, BIMS ), a company belonging to Borsa Italiana Group. b) BIMS and Borsa Italiana shall not supply any cleaning service inside the stands. The additional cost for such cleaning service will be timely notified and fully charged to the Exhibitor. c) All waste (boxes, packaging, sweepings, etc.), shall be removed at the care of Exhibitors. Otherwise, the cost for the disposal will be charged to the Exhibitors. d) The Exhibitors shall be responsible for the custody and surveillance of the stands, and what contained and displayed therein, throughout the period of the exhibition (including during assembling and disassembling time) Such amendments shall be effective on the date shown in the communication and/or notice indicating also the term during which the Exhibitor shall be entitled to terminate the contract governed by these General Conditions. 14. General Provisions The invalidity or nullity of one or more of the clauses of the General Conditions shall not negatively affect the validity of the remaining clauses, which shall remain, in any event, in full force and effect The General Conditions and the rights and obligations deriving here from to the Exhibitors cannot be assigned to third parties The failed or delayed exercise of the rights pertaining to Borsa Italiana pursuant to these General Conditions cannot be considered a waiver of such rights The English text of the General Conditions represents a translation of the Italian version. It is understood that in the event of conflict between the English and Italian versions, the Italian version shall prevail. 15. Governing law and Jurisdiction The contractual relationship governed by the General Conditions is governed exclusively by the laws of Italy and any dispute arising herefrom shall be submitted to the exclusive jurisdiction of the Courts of Milan (Italy). BIMS and Borsa Italiana S.p.A. will not provide any general surveillance service unless a written request is made in advance in this respect, which must be received at least fifteen (15) days prior to the starting of the Event. The additional cost of such surveillance service shall be timely notified to and fully borne by the Exhibitor. e) BIMS disclaims any liability in the event of thefts or damage to the exhibition material. In consideration of this, the Exhibitor is bound to ensure the material introduced inside Palazzo Mezzanotte Congress Centre and Services. f) The opening hours for visitors are from AM to PM on 24 th and 25 th October g) The timetable for the introduction of the necessary material for equipping the stands shall be communicated in attachment to Trading Online Expo 2013 technical documents. h) The timetable for loading and unloading of the goods shall be communicated in attachment to Trading Online Expo 2013 technical documents. The loading and unloading of goods may take place from the main entrance at Piazza degli Affari no. 6. The loading and unloading permit must be requested from the Ufficio dei Vigili Urbani of the Dome area, Via Beccaria 19, producing a photocopy of the vehicle registration document (which vehicle must not exceed, however, the length of 7 m), completing the relevant forms. The material shall be delivered and collected only on the dates and at the time devoted to the equipping and disassembling, as specified in paragraph g) above. No porter service is provided, unless requested at least 10 days prior to the starting of the Event. i) The maximum depth allowed for the stands is that defined by the participation agreement. The necessary space for inspections to the electric system is m j) The structures realized by the Exhibitor, including those realized 4

5 by third parties, assistants and advisers of whom the Exhibitor availed itself, shall be in fire-proof material and declared to the organizing agency, specifying the size and type of material, at least 10 days prior to installation. k) The designs relating to the equipping of the stand, must be submitted to the prior approval of Borsa Italiana S.p.A. no later than September 20 th, 2013 l) All the structures owned by the Exhibitor shall be selfsupporting; it is absolutely prohibited to fix the structures to the walls or the floors of Palazzo Mezzanotte Congress Centre and Services. m) The use of nails or metal staples for affixing posters or similar large graphic reproductions on the walls of the stands realized Borsa Italiana S.p.A. is forbidden. Any material may be applied with little chains or bi-adhesive tape upon express authorization of Borsa Italiana S.p.A. and with material supplied by the same. n) In the event of damage to the structures of Palazzo Mezzanotte Congress Centre and Services, the Exhibitor is bound to compensate the damages. o) All equipment for demonstrations shall be placed inside the stand. The relevant demonstrations shall not interfere with the free circulation in the common spaces or cause disturbance to the adjacent stands. p) The Exhibitors are responsible for the compliance, inside their stands, with the applicable rules and regulations in the matter of security (including Italian Legislative Decree No. 81/08). q) Security exits, accesses to stairs and elevators shall not be obstructed with exhibition material or material of any other kind. r) The spaces shall be returned in the same conditions in which they were delivered and within the time indicated in paragraph g) above. s) In order to request supplemental furnishings for the stands, audio and video supports, flower decorations and hostesses, it is necessary to address a request in this regard to Borsa Italiana S.p.A. at least fifteen (15) days prior to the starting of the Event. The Exhibitor shall be timely notified of the additional cost for such goods and services and the Exhibitor shall fully bear such cost. t) The conclusion of any commercial transaction of any type is prohibited. u) Smoking is absolutely prohibited inside all the areas of Palazzo Mezzanotte Congress Centre and Services. 5