RUTALIENCorporate Physical Services

Contractual instrument

Standard Terms of Engagement

These Terms govern every reservation of exhibition inventory contracted from Rutalien Corporate Physical Services. They are to be read together with the Participation Undertaking executed by each delegate and with the Governance Framework published by this office.

RecitalWHEREAS Rutalien contracts for physical exhibition inventory at venues situated in Canada; AND WHEREAS the applicant is a body corporate desiring to reserve such inventory and to present a delegation at the relevant event; NOW THEREFORE the parties are bound upon the following terms, which the applicant is deemed to have read and accepted upon tendering its corporate file.

Article 1 — Constitution of the engagement

  1. 1.1Rutalien Corporate Physical Services ("Rutalien") carries on the business of contracting for, installing and administering physical exhibition inventory — counters, tables, display islands and corporate pavilions — within venues situated in Canada. Rutalien is a principal in its own right and is not the organiser, licensor or owner of any venue named in its catalogue.
  2. 1.2No engagement is constituted by the publication of a catalogue entry, an indicative rate, an availability figure, or any correspondence exchanged prior to written acceptance. An engagement is constituted only when (a) the applicant's corporate file has been determined as approved by an authorization officer, (b) a reservation request has been accepted in writing by Rutalien against a stated event, class and unit count, and (c) the consideration payable in respect of that acceptance has been received in full and cleared funds.
  3. 1.3Where any conflict arises between these Terms, a catalogue entry, an email, or a statement made orally by any person, these Terms prevail. No employee, agent or contractor of Rutalien has authority to vary these Terms otherwise than by an instrument in writing signed by an authorised signatory of Rutalien.

Article 2 — Capacity, standing and the applicant's warranties

  1. 2.1Only a body corporate validly incorporated or continued under the laws of Canada or of a province or territory thereof, and in good standing on the register of its jurisdiction of incorporation, may tender a corporate file. Sole proprietorships, unregistered associations, and entities whose registration is dissolved, cancelled, struck, or in default of annual filing are ineligible.
  2. 2.2The applicant warrants, on tendering its file and again on each subsequent filing, that every particular stated is true, complete and not misleading; that every instrument produced is genuine and unaltered; that it holds the authority of any third party whose personal information it discloses; and that neither it, nor any director, officer or controlling shareholder, is the subject of any sanction, forfeiture, disqualification order, or unsatisfied judgment which would render its participation unlawful or contrary to the interests of the venue or the organiser.
  3. 2.3The applicant is responsible at all times for the acts and omissions of every person attending under its sponsorship, whether an employee, contractor, delegate, guest or interpreter, as fully as if those acts and omissions were its own.

Article 3 — Due diligence and adjudication

  1. 3.1Rutalien examines each corporate file to a standard consistent with the diligence customarily exercised by a regulated credit institution before the extension of facilities. Examination extends to constitutive documents, corporate standing, beneficial ownership, financial statements, tax registration, insurance cover, trading history, sectoral licensing and public reputation.
  2. 3.2Rutalien may, in its absolute discretion and without obligation to give reasons beyond those recorded on the file, approve a file, place it under further examination, require additional or re-executed instruments, impose conditions, or refuse it. Approval is a determination made on the material then before the office and as at the date recorded; it is not a continuing certification and may be suspended or withdrawn on the discovery of material misstatement, omission, or change of circumstance.
  3. 3.3Nothing in an approval constitutes advice, an endorsement, a credit opinion, or a representation to any third party as to the applicant's solvency, competence or lawful conduct. No third party may rely upon a Rutalien determination for any purpose.

Article 4 — Minimum lead time and the reservation cut-off

  1. 4.1Floor allocation, structural build, freight consolidation, venue security clearance and organiser accreditation each require an irreducible period of preparation. Accordingly, each event in the catalogue carries a stated minimum lead time, expressed in days before the opening day of that event, being not fewer than thirty (30) days and, for large-scale trade fairs and expositions, not fewer than forty-five (45) days.
  2. 4.2A reservation may not be contracted on or after the cut-off date published against an event, being the earlier of the published application deadline and the date falling the stated minimum lead time before opening day. A request tendered after the cut-off is of no effect and confers no priority, notwithstanding acceptance of any payment in error, which shall be returned without interest.
  3. 4.3Events which have concluded are removed from the catalogue and cannot be reserved. Rutalien is under no obligation to publish, maintain or reinstate any event, and may withdraw an event where the organiser alters, relocates, postpones or cancels it.

Article 5 — Consideration, taxes and default

  1. 5.1Rates published against an inventory class are exclusive of goods and services tax, harmonised sales tax, provincial levies, venue-imposed charges, customs duties, brokerage, drayage, rigging, electrical distribution, insurance and any charge imposed by a public authority. All such amounts are payable by the applicant in addition.
  2. 5.2Consideration is payable in Canadian dollars. Time is of the essence. Rutalien may, without prejudice to any other remedy, suspend performance, withdraw an allocation, and re-let the affected inventory where any sum remains unpaid after its due date, and may charge interest on overdue amounts at the rate of one and one-half per cent (1.5%) per month, compounded monthly, from the due date until payment in full.
  3. 5.3Amounts paid in respect of an accepted reservation are non-refundable to the extent that Rutalien has committed them irrevocably to the organiser, the venue, the fabricator or the carrier, whether or not the applicant or any delegate ultimately attends.

Article 6 — Delegation particulars and instruments of attendance

  1. 6.1Following approval of a reservation, the sponsoring company files the particulars of each individual proposed to attend, distinguishing between individuals resident in Canada and individuals travelling from outside Canada, and stating in each case the relationship subsisting between that individual and the sponsoring company.
  2. 6.2Each individual travelling from outside Canada must execute, personally and without amendment, the participation undertaking issued to the sponsoring company, and must produce a legible copy of the biographical data page of a machine-readable travel document valid throughout the period of attendance.
  3. 6.3On verification of the delegation, Rutalien issues a serialised instrument of attendance bearing a machine-readable reference. That instrument evidences the reservation and the recorded delegation only. IT IS NOT A VISA, WORK PERMIT, ELECTRONIC TRAVEL AUTHORISATION, OR ANY OTHER LEAVE TO ENTER OR REMAIN IN CANADA, and Rutalien makes no representation as to the admissibility of any person. Admission to Canada is determined exclusively by the competent federal authorities.
  4. 6.4An instrument is personal to the delegation named in it, is non-transferable, and is void if altered, reproduced with modification, or presented by a person other than the person named. Rutalien may revoke an instrument at any time, and a revoked serial will report as revoked upon verification.

Article 7 — Conduct on the floor and permitted activity

  1. 7.1Activity conducted from reserved inventory is confined to the display of goods, the exhibition of literature, and the negotiation of commercial arrangements. No delegate may perform labour for hire, take up employment, provide services to any person for remuneration in Canada, or engage in retail sale, cash handling or delivery of goods from the floor, except where the organiser expressly permits on-floor sale and the applicable tax and licensing obligations are discharged by the sponsoring company.
  2. 7.2The sponsoring company shall comply with the rules of the venue and the organiser, all applicable occupational health and safety legislation, fire and electrical codes, accessibility requirements, and the lawful directions of venue staff, floor marshals and emergency services.
  3. 7.3Rutalien may, without refund, direct the immediate closure of a counter and the removal of any person where conduct occurs which is unlawful, endangers persons or property, infringes a third party's intellectual property, or brings the venue, the organiser or Rutalien into disrepute.

Article 8 — Anti-fraud, integrity and reporting

  1. 8.1The tendering of a forged, altered or fraudulently obtained instrument, the procurement of an instrument of attendance for a person who does not intend to attend the event, and the use of the reservation process as a device to facilitate entry to Canada for an unrelated purpose, are each a fundamental breach of these Terms.
  2. 8.2On reasonable suspicion of such conduct Rutalien shall, without notice to the applicant, refuse or revoke the affected instruments, terminate the engagement, retain all sums paid by way of liquidated compensation for administrative loss, and report the matter with the supporting record to the organiser, the venue, and any competent law-enforcement or immigration authority.
  3. 8.3Rutalien maintains an audit register in which every filing, examination and determination is recorded with the identity of the acting officer and the time of the act. The register is retained for a period of not less than seven (7) years and may be produced to a competent authority on lawful demand without further notice.

Article 9 — Liability, force majeure and indemnity

  1. 9.1Rutalien's aggregate liability arising out of or in connection with an engagement, whether in contract, tort (including negligence), statute or otherwise, shall not exceed the amount actually received by Rutalien in respect of the reservation to which the claim relates.
  2. 9.2In no circumstances is Rutalien liable for loss of profit, loss of business opportunity, loss of anticipated saving, loss of goodwill, travel or accommodation expenditure, or any indirect or consequential loss, howsoever arising, including loss arising from refusal of entry to Canada, delay in the issue of any government document, or the postponement, relocation or cancellation of an event by its organiser.
  3. 9.3Rutalien is not in breach of its obligations to the extent that performance is prevented or delayed by an event beyond its reasonable control, including act of God, epidemic, public-health order, labour dispute, civil disturbance, interruption of transport, failure of a venue, or the act or omission of any public authority.
  4. 9.4The applicant shall indemnify and hold Rutalien harmless against every claim, demand, proceeding, penalty, cost and expense (including legal costs on a full indemnity basis) arising from the applicant's breach of these Terms or from the act or omission of any person attending under its sponsorship.

Article 10 — Governing law, notices and interpretation

  1. 10.1These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties attorn to the exclusive jurisdiction of the courts of the Province of Ontario sitting at Toronto.
  2. 10.2Notices are validly given when delivered to the address for service recorded on the corporate file. The applicant shall maintain that address and inform Rutalien of any change within five (5) business days.
  3. 10.3If any provision of these Terms is held unenforceable, it shall be severed to the minimum extent necessary and the remaining provisions continue in full force. No delay or indulgence by Rutalien operates as a waiver. Headings are for convenience only and do not affect construction. These Terms are drawn in the English language; where a translation is supplied for convenience, the English text prevails.

RUTALIEN CORPORATE PHYSICAL SERVICES — STANDARD TERMS OF ENGAGEMENT, EDITION 2026.1. Issued under the hand of the Authorization Office. Superseded editions remain applicable to engagements constituted while they were in force.