In 2020, exhibition and conference organizers around the world faced the same question: the venue contract was signed and the deposit was paid, but a ban on large gatherings was issued. Who bears the loss? The answer lies in a passage that is often skimmed, near the end of the contract, called force majeure. Understanding the force majeure clause in event contracts is the cheapest way to avoid paying for it with your deposit.

What force majeure is and how it differs from "cancelling for personal reasons"

Exhibition management training material defines force majeure as cancelling a contract without penalty when circumstances beyond the reasonable control of the parties make holding the event as planned impossible or inadvisable. The clause appears in contracts between the organizer and service providers, as well as between the organizer and venues and hotels.

Keep one thing straight: "without penalty" doesn't mean "free to cancel." If the organizer cancels because booth sales are slow or because a key partner withdrew, that is cancelling at its own will, and most contracts will charge a cancellation fee. Force majeure only takes effect when the event that occurs falls on the list written in the contract.

What a sample clause usually lists

Sample hotel contracts used in the industry list quite specifically: natural disasters, war, riots, government action, disease or pandemic, public health crisis, fire or flood, strikes or threatened strikes, acts or threats of terrorism with credible evidence or a government warning, and legal regulations such as quarantine or bans on gatherings.

Two small but important details in this sample.

First, strikes by each party's own employees usually don't count. A hotel can't cite its own staff striking to cancel a contract. Second, the clause usually requires the event to make holding it "illegal, impossible, inadvisable, irresponsible, or commercially or economically infeasible." That threshold is broader than "impossible" alone, and organizers should hold on to it in negotiation.

Pre-event cancellation: the important time window

A detail often missed is the time range. An exhibition organizer has to plan and promote very early, so a sensible sample contract usually has a separate clause for incidents before the event. For example, the organizer may be allowed to trigger termination if the incident occurs within about 180 days before the event or during the event days themselves, provided the city's infrastructure is clearly affected.

If the contract lets you invoke force majeure only in the week of the event itself, the organizer must keep spending on promotion for an event everyone knows cannot go ahead.

Cancellation and force majeure clauses should be read line by line before signing, not opened only when something goes wrong
Cancellation and force majeure clauses should be read line by line before signing, not opened only when something goes wrong

Refunding the deposit after cancellation

Cancelling without penalty but without getting the deposit back is much the same as being penalized. The sample contract above states that the hotel refunds the deposits paid by the organizer and attendees within 14 days of receiving the termination notice. The 14 days isn't a mandatory standard, but having a specific number is a good principle. "Will be refunded within a reasonable time" invites a dispute.

Three questions to ask before signing

First, is the list of events broad enough for the local context? If the event is held in the storm season in the Central region or the flood season in Ho Chi Minh City, does the phrase "natural disaster" cover flooding on the access roads to the venue, or only when the building itself is affected?

Second, who has the right to declare force majeure, and how? A sample clause usually requires written notice. If the contract requires notice within 48 hours but an incident takes several days to become clear, both sides need to agree on the starting point.

Third, what happens to money already spent on third parties? Printing, advertising and speakers' flights are not in the venue contract. For these, the organizer needs similar clauses in its contract with each supplier, and should consider event cancellation insurance.

The organizing team going through each risk scenario to know which clause will be used
The organizing team going through each risk scenario to know which clause will be used

Force majeure doesn't replace a response plan

This clause solves a money problem, not a guest problem. When an event is cancelled or postponed, exhibitors and attendees still need to be told in time, with a clear refund plan. The article on Emergency Readiness covers the on-site response, and the article on the event RFP shows how to build contract requirements in from the quote-request stage.

One last note: the clauses described here come from sample contracts and industry training material, and are not legal advice. Vietnamese contract law has its own provisions on force majeure events, and a real contract should be reviewed by a lawyer. If you are preparing a large event and need someone to read the venue contract with you, you can send a request through the quote page.

Anyone who has produced events for long enough has a story about a contract they read too late. Reading late always costs more than reading carefully.