Cancellation of Orders, Appointments and Subcontracted Works

This clause applies to any confirmed order, booking, appointment, subcontract, package of works or other instruction under which the Contractor has been engaged to provide electrical equipment, services, labour, installation or associated works in connection with an exhibition or event, whether the Contractor is engaged directly by an exhibitor, an event or exhibition organiser, a principal or main contractor, or another commercial customer (the “Contracted Works”).

Once the Contracted Works have been accepted or confirmed by the Contractor, the Customer may cancel all or any material part of the Contracted Works only by giving written notice to the Contractor.

For the purposes of this clause, cancellation includes the withdrawal or termination of an appointment or subcontract for convenience; removal of all or a material part of the Contractor's agreed scope of works; cancellation of the relevant exhibition, event or section of an event; or an instruction that the Contractor is no longer required to perform the Contracted Works, except where termination results directly from the Contractor's material breach.

Cancellation shall take effect on the date on which the Contractor receives written notice.

The applicable cancellation charge shall be:

91 days or more before the Build Date - 35% of the Contract Value;

61 to 90 days before the Build Date - 45% of the Contract Value;

60 days or fewer before the Build Date, but before commencement of the Build - 55% of the Contract Value.

“Contract Value” means the total value of the Contracted Works that would reasonably have become payable had those works proceeded, determined by reference to the accepted quotation, tender, purchase order, subcontract, agreed schedule of rates, scope of works or other written commercial agreement between the parties.

Where only part of the Contracted Works is cancelled, the cancellation charge shall apply to the value of the part cancelled rather than to unaffected Contracted Works which continue.

Where the final Contract Value has not been fixed at the date of cancellation, it shall be determined by reference to the most recent quotation, tender, scope, agreed rates and any reasonable documented forecast of the works that the Contractor had been appointed or instructed to undertake.

Any reasonable and evidenced costs or financial commitments specifically incurred in preparation for the Contracted Works - including labour commitments, design and technical work, equipment allocation, materials, transport, accommodation, subcontractor costs and non-cancellable third-party commitments - shall additionally be payable to the extent that those amounts are not already recovered by the applicable cancellation charge. There shall be no double recovery.

Where cancellation occurs after build, installation or performance of the Contracted Works has commenced, the Customer shall pay for all works performed and costs reasonably incurred or committed, together with reasonable demobilisation, removal, cancellation and other costs directly resulting from cancellation. The total amount payable may be up to 100% of the Contract Value where justified by the Contractor's performance, costs, commitments and legitimate commercial interests, with appropriate credit given for material costs demonstrably avoided or recovered.

The cancellation charges reflect the Contractor's legitimate commercial interests in reserving labour, technical and installation capacity, equipment and stock; undertaking planning and preparatory work; making procurement, logistical and third-party commitments; and foregoing the opportunity to undertake alternative work. They are intended to provide a proportionate allocation of the financial consequences of cancellation and are not intended to operate as a penalty.

The Contractor shall take reasonable steps to mitigate losses arising from cancellation where reasonably practicable and shall not recover the same loss or cost twice.

Any deposit or advance payment shall be credited against amounts due under this clause. Any outstanding balance shall be payable in accordance with the agreed payment terms.

For the avoidance of doubt, cancellation, postponement or termination of the exhibition or event by an organiser, venue, principal contractor, the Contractor's Customer or any other third party shall not relieve the Customer of its obligations under this clause where the Contracted Works have been cancelled as a consequence, unless otherwise expressly agreed in writing.

All amounts stated under this clause are exclusive of VAT where VAT is properly chargeable.