Additional clauses

Networks – Subscription Services Agreement

1. Introduction

This Subscription Services Agreement (the “Agreement”) is a binding agreement between Circular Synergies Limited (“Company”) and the Subscriber identified in the (“Subscriber”) for access or use of the Services (as defined below) and states the terms upon which Company provides such Services to Subscriber. The purpose of this Agreement is to establish the terms and conditions under which Subscriber obtains Company’s Services as described in a or other document signed or agreed to by Subscriber. In the event of any inconsistency or conflict between the terms of this Agreement and the terms of any , the terms of the shall control. Subscriber and Company shall each be referred to as a “Party” and collectively referred to as the “Parties” for purposes of this Agreement.

2. Services

Subject to the terms and conditions of this Agreement, Company will provide, and hereby grants Subscriber the limited, non-exclusive, non-transferable, non-sublicensable right to access and use Company’s software as a service product, or other services, initially set forth in the executed by you (the “Services”).

3. Modification

Subscriber acknowledges that Company may modify the features and functionality of the Services at any time. Company shall provide Subscriber with thirty (30) days’ notice of any deprecation of any material feature or functionality. Company will not materially decrease the overall functionality of the Services purchased by Subscriber during the applicable Term (as defined below).

4. Subscriber’s Account

Subscriber shall create an account within the Services. Subscriber is responsible for (a) ensuring that Subscriber’s account registration information is complete and accurate and (b) the security and confidentiality of Subscriber’s account credentials. Subscriber shall designate at least one authorized user who shall have administrative access to Subscriber’s account, with full access privileges and the authority to place orders. The Services may only be used by Subscriber’s authorized employees, agents, or contractors in the performance of their duties to Subscriber. Subscriber shall notify Company immediately of any unauthorized use of any password or account or any other known or suspected breach of security. Subscriber is solely responsible for all activity which occurs within Subscriber’s account and for the actions of its employees, contractors, or agents, whether or not such person is or was acting within the scope of their employment, engagement, or agency relationship.

5. Restrictions

Subscriber shall not:

  • (a) copy the Services, except as expressly permitted by this Agreement;
  • (b) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Services;
  • (c) reverse engineer, disassemble, integrate, modify, remove, decompile, decode, create derivative works or updates of, adapt, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof;
  • (d) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Services, including any copy thereof;
  • (e) license, sublicense, sell, outsource, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit or resell the Services to any third-party, other than authorized users in furtherance of Subscriber’s internal business purposes as expressly permitted by this Agreement, unless expressly agreed to otherwise in writing by Company;
  • (f) access the Services for competitive purposes; or
  • (g) remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Services.
6. Compliance

Subscriber is responsible for compliance with the provisions of this Agreement by any authorized users, employees, agents, and/or contractors and for any and all activities that occur under Subscriber’s account, which Company may verify from time to time. Without limiting the foregoing, Subscriber will ensure that any use of the Services is compliant with all applicable laws and regulations as well as any and all privacy notices, agreements, or other obligations Subscriber may maintain or enter into with authorized users.

7. Term

Unless the Services are terminated in accordance with this Agreement or the applicable the term of the Services shall be as specified in the applicable (the “Term”). Except as otherwise specified in a the Term will automatically renew for additional periods equal to the expiring Term or one (1) year (whichever is shorter), unless either Party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant Term.

8. Mutual Termination for Cause

A Party may terminate this Agreement for cause: (a) upon written notice to the other Party of a material breach by the other Party if such breach remains uncured after thirty (30) days from the date of receipt of such notice; or (b) immediately if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

9. Termination by Company

In addition to its other rights and remedies, Company reserves the right, without liability to Subscriber, to immediately suspend any and all access to the Services if Subscriber breaches this Agreement (including a breach of the Restrictions) or any relevant until such breach is cured. If such breach is (a) unable to be cured, or (b) is not cured within thirty (30) business days from the suspension, then Company may immediately terminate the Agreement and/or the applicable .

If Company terminates Subscriber’s Services, Subscriber must immediately pay any and all unpaid fees (as defined below) associated with the remainder of such Term in addition to any other amounts Subscriber may owe Company. Company’s termination for cause will not relieve Subscriber’s obligation to pay any fees payable to Company for the period prior to termination.

10. Fees

Subscriber shall pay Company all fees as set forth in the applicable (the “Fees”). Except as otherwise specified herein or in a : (a) Fees are based on Services purchased, regardless of usage; b) payment obligations are non-cancelable and Fees paid are non-refundable; (c) all Services shall be deemed accepted upon delivery and (d) the Services purchased cannot be decreased during the relevant Term.

11. Payment and Billing

Except as otherwise set forth in the applicable all Fees will be billed annually in advance. All invoices for Fees and taxes are due and payable within the time frame and in the currency set forth in the applicable without deduction or setoff. If Subscriber fails to pay any amounts due under this Agreement by the due date, in addition to any other rights or remedies it may have under this Agreement or by matter of law: (a) Company reserves the right to suspend the Services upon thirty (30) days’ notice, until such amounts are paid in full; and (b) Company will have the right to charge interest at a rate equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law until Subscriber pays all amounts due, together with all costs and expenses (including without limitation reasonable attorneys’ fees and disbursements and court costs) incurred by Company in collecting such overdue amounts or otherwise enforcing Company’s rights hereunder.

12. Taxes

Fees do not include any taxes, tariffs, levies, duties, or similar governmental charges or assessments of any nature, including, value-added, sales, use, or withholding taxes, assessable by any jurisdiction. Subscriber is responsible for paying all taxes associated with its purchases under this Agreement. If Company is legally required to pay or collect taxes for which Subscriber is responsible under this Section, Company shall invoice Subscriber and Subscriber shall pay such amounts, unless Subscriber provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority.

13. Confidential Information Definition

Confidential Information shall mean all information or data disclosed by a Party or any of its affiliates that is confidential, proprietary, or otherwise not publicly available, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure whether oral or in writing, and disclosed during the Term in connection with the Services. Confidential Information includes: (a) with respect to Subscriber: Subscriber Data (as defined below); (b) with respect to Company: the Services and the pricing; and (c) with respect to a Party: any technical, financial, economic, marketing, strategic, business, product, design, or operational information, including the terms of this Agreement and all , of such Party. Confidential Information does not include information that: (a) is or becomes a part of the public domain through no act or omission of the other Party; (b) was in the other Party’s lawful possession prior to the disclosure and had not been obtained by the other Party either directly or indirectly from the disclosing Party; (c) is lawfully disclosed to the other party by a third-party without restriction on the disclosure; or (d) is independently developed by the other Party.

14. Protection of Confidential Information

In connection with the Services, each Party will protect the other’s Confidential Information from unauthorized use, access, or disclosure in the same manner as each Party protects its own confidential information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, each Party may use the other Party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and shall disclose such Confidential Information: (a) solely to the employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation. Given the unique nature of Confidential Information, the Parties agree that any violation or threatened violation by a Party to this Agreement with respect to Confidential Information may cause irreparable injury to the other Party. Therefore, the Parties agree such violation or threatened violation shall entitle the other Party to seek injunctive or other equitable relief in addition to all legal remedies.

15. Security

Company will maintain a security framework of policies, procedures, and controls that include administrative, physical, and technical safeguards for protection of the security and integrity of the Services, and of the Subscriber Data contained within the Services, using the capabilities of currently available technologies and in accordance with prevailing industry practices and standards. Company will access and use the Subscriber Data solely to perform its obligations in accordance with the terms of this Agreement.

16. Intellectual Property Rights

All rights, title and interest in and to the Services (including without limitation all intellectual property rights therein and all modifications, extensions, customizations, scripts, or other derivative works of the Services provided or developed by Company) and anything developed or delivered by or on behalf of Company under this Agreement are owned exclusively by Company or its licensors. Except as provided in this Agreement, the rights granted to Subscriber do not convey any rights in the Services, express or implied, or ownership in the Services or any intellectual property rights thereto. Any rights in the Services or Company’s intellectual property not expressly granted herein by Company are reserved by Company. Company’s service marks, logos, and product and service names are marks of Company and the Subscriber agrees not to display or use the Company’s marks in any manner without Company’s express prior written permission.

17. Subscriber Data

Subscriber Data shall mean any content, data, information, and other materials submitted by Subscriber or an authorized user to the Services. Subscriber Data excludes Statistical Usage Data (as defined below), any content from publicly available sources, and Feedback (as defined below). Subscriber Data and Subscriber’s Confidential Information are and will remain owned exclusively by Subscriber or its authorized users, as applicable. Subscriber hereby grants Company, its affiliates, and its sub-processors a worldwide right and license to access, host, display, process, analyze, transmit, reproduce, and otherwise utilize Subscriber Data for the purposes of providing and improving the Services in accordance with this Agreement.

18. Warranties

Each Party represents and warrants to the other that (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; (b) no authorization or approval from any third-party is required in connection with such Party’s execution, delivery, or performance of this Agreement; and (c) the execution, delivery, and performance of the Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

19. Company Warranties

During an applicable Term, Company warrants that (a) this Agreement and any other applicable documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of data; and (b) the Services will perform materially in accordance with the applicable documentation. For any breach of a warranty in this section, Subscriber’s exclusive remedies are those described herein. The warranties herein do not apply to any misuse or unauthorized modification of the Services made by Subscribers or any authorized users.

20. Disclaimers

EXCEPT AS SPECIFICALLY SET FORTH IN COMPANY WARRANTIES, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SUBSCRIBER ACKNOWLEDGES THAT COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY SUBSCRIBER FROM COMPANY OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

21. Indemnification by Company

Company shall defend any claim brought against Subscriber by a third-party to the extent such claim alleges that Subscriber’s use of the Services, as authorized in this Agreement (a) infringes any valid and enforceable third-party patent, copyright, or registered trademark; or (b) misappropriates a third-party trade secret. If a third-party makes a claim against Subscriber, Company shall pay all damages awarded against Subscriber by a court of competent jurisdiction, or the settlement agreed to by Company with respect to such claim.

If any claim is brought or threatened, or if Company reasonably believes that the Services may become the subject of a claim, Company may, at its sole option and expense: (a) procure the right to continue to use the applicable Services for Subscriber; (b) modify the Services to make it non-infringing; (c) replace the affected aspect of the Services with non-infringing technology having substantially similar capabilities; or (d) if Company determines none of the foregoing is commercially practicable, terminate this Agreement upon thirty (30) days’ notice and refund Subscriber any prepaid Fees related to the applicable Services prorated for the remainder of the Term.

Company’s defense and indemnity obligations do not apply to, and Company will have no liability with respect to, any claim arising in whole or part due to: (a) any modification of the Services made by anyone other than Company, (b) any use of the Services in combination with software, products, or services not provided by Company, (c) any third-party applications; (d) Services under an , for which there is no charge; (e) Subscriber’s use of the Services not in compliance with this Agreement; or (f) Subscriber’s failure to use any update provided by Company.

This indemnity states Company’s entire liability, and Subscriber’s exclusive remedy, for any claims as described in this section.

22. Indemnification by Subscriber

Subscriber shall defend any claim brought against Company by a third-party to the extent such claim relates to the Subscriber’s Data (if used by Company in accordance with this Agreement) or third-party applications built by or on behalf of Subscriber. If a third-party makes such a claim against Company, Subscriber shall pay all damages, including reasonable attorneys’ fees, awarded against Company or the settlement agreed to by Subscriber with respect to such claim. This indemnity states Subscriber’s entire liability, and Company’s exclusive remedy, for any third-party claims as described in this section.

23. Indemnification Procedure

The defense and indemnity obligations above are conditioned upon the indemnified Party providing the indemnifying Party with (a) prompt notice; (b) sole control over the defense and any settlement negotiations; and (c) all information and assistance reasonably requested by the indemnifying Party in connection with the defense or settlement of the indemnifiable claim. The indemnifying Party shall not agree to a settlement that imposes any obligation or liability on the indemnified Party without the indemnified Party’s prior written consent. The indemnified Party may appear in connection with such claims, at its own expense, through counsel reasonably acceptable to the indemnifying Party.

24. EXCLUSION OF DAMAGES

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) SHALL EITHER PARTY TO THIS AGREEMENT, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS, OR LICENSORS, BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (WHERE SUCH DATA IS LOST IN THE COURSE OF TRANSMISSION VIA SUBSCRIBER’S SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF COMPANY), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY OTHER TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR FOR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ITS AFFILIATES IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

25. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE COMPANY’S LIABILITY TO SUBSCRIBER, SUBSCRIBER’S AFFILIATES, OR ANY THIRD-PARTY ARISING OUT OF THIS AGREEMENT OR THE SERVICES, SHALL IN NO EVENT EXCEED THE FEES PAID BY SUBSCRIBER DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS LIMITATION OF LIABILITY SECTION IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. WE HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE SUBSCRIBER WITH THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THIS AGREEMENT. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL NOT APPLY TO CLAIMS OR DAMAGES RESULTING FROM COMPANY’S INTELLECTUAL PROPERTY CLAIMS INDEMNITY OBLIGATIONS OF THIS AGREEMENT.

26. Jurisdiction-specific exclusions

Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages or for a Party’s own fraud, willful injury to the person or property of another, or violation of law which means that some of the above limitations may not apply to Subscriber. IN THESE JURISDICTIONS, THE COMPANY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

27. Enforceable against Company

Any claims or damages that Subscriber may have against Company shall only be enforceable against Company and not any other entity, nor any officers, directors, representatives, or agents of Company.

28. Export Compliance

The Services and other technology, and derivatives thereof, may be subject to export controls and economic sanctions laws and regulations of the United States and other jurisdictions. Subscriber agrees to comply with all such laws and regulations as they relate to the access to and use of the Services and other Company technology. Each Party represents that it (nor its parents or controlling shareholders) is not named on any U.S. government or other applicable restricted-party list, and Subscriber will not, and will not permit any agent or end-user to: (a) access or use any Service in a U.S. embargoed or U.S. sanctioned country or region, (e.g., Cuba, Iran, North Korea, Syria, Crimea, or any other country or region embargoed or sanctioned during the Subscription Term); (b) access or use any Service if Subscriber, agent, or end-user is named on any U.S. government or other applicable restricted-party list; (c) place any information in the Services that is controlled under the U.S. International Traffic in Arms Regulations or other similar laws; or (d) access or use any Service for any purpose prohibited by the United States or applicable international import and export laws and regulations.

Company reserves the unconditional right to refuse to enter into a contractual relationship with any particular company, legal entity or individual on the basis of export control restrictions, embargoes, sanctions or other considerations to the extent permitted by law.

29. Use Restrictions

If Subscriber is a U.S. federal government department or agency or contracting on behalf of such department or agency, each of the Services is a “Commercial Product” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Services are licensed to Subscriber with only those rights as provided under the terms and conditions of this Agreement.

30. Governing Law

The Agreement will be governed by and construed in accordance with the laws of the Country of England and any applicable federal laws applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule and notwithstanding your domicile, residence, or physical location. Any action or proceeding arising out of or relating to the Services will be instituted in the courts of the Country of Germany, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. Subscriber waives any and all objections to the exercise of jurisdiction over Subscriber by such courts and to the venue of such courts.

The provisions of the United Nations Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Acts will not apply to this Agreement in any manner whatsoever.

31. Severability

If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

32. Assignment

Each Party shall not assign this Agreement, in whole or part, or any right or interest herein, without the other Party’s prior written consent, and any purported assignment will be void. However, Company may assign this Agreement without consent to an affiliate, or in connection with a merger, consolidation, or corporate reorganization, sale of all or substantially all of its assets or business, or other change of control transaction. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

33. Force Majeure

Neither Party will be responsible or liable for any failure or delay in its performance under this Agreement, except for payment of Fees, to the extent due to any cause beyond its reasonable control. The Party suffering a force majeure event shall use reasonable efforts to mitigate against the effects of such force majeure event. For the avoidance of doubt, issues relating to COVID-19 will not be considered a force majeure event.

34. Waiver

Failure of either Party to insist on strict performance of any provision herein shall not be deemed a waiver of any rights or remedies that either party shall have and shall not be deemed a waiver of any subsequent default of the terms and conditions thereof.

35. Entire Agreement

This Agreement (together with any , and linked terms) contains the entire understanding and agreement of the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous communications, representations, agreements, and understandings, either oral or written, between the Parties with respect to its subject matter. Except as expressly stated herein, there are no other agreements, representations, warranties or commitments which may be relied upon by either Party with respect to the subject matter hereof. There are no oral promises, conditions, representations, understandings, interpretations or terms of any kind between the Parties, except as may otherwise be expressly provided herein. In the event of any conflict or inconsistency between or among the following documents, the order of precedence will be: (1) the , (2) Statement of Work, (3) this Agreement, and (4) any links provided herein. Any amendment will take precedence over the document it amends. The headings used herein are for convenience only and shall not affect the interpretation of the terms of this Agreement.

36. Notice

Any legal notice under this Agreement must be in writing and delivered by personal delivery, express courier, or certified or registered mail, postage prepaid and return receipt requested. Notices provided by personal delivery will be effective immediately once personally received by an authorized representative of Company. Notices provided by overnight courier or registered or certified mail will be effective once received and where confirmation has been provided to evidence the receipt of the notice. Notices will be sent to Subscriber at the address set forth on the or such other address as Subscriber may specify. Notices will be sent to Company at the following address: 7 Bell Yard, London, WC2A 2JR

Additional clauses

Events Participation

 

These terms and conditions (the “Terms”), apply to all Participants at Events (in each case as defined below). Your attendance at an Event indicates your agreement to these Terms.

1. Definitions

“Ancillary Event”: any excursion or event, including, for example, a field trip, networking event, tour of production facilities, site visit, boat trip, aircraft ride, or any other excursion which is arranged by the Company for Participants at an Event.

“Ancillary Terms”: any supplementary terms and conditions which may be applicable to an Ancillary Event.

“Anti-Bribery Legislation”: the US Foreign Corrupt Practices Act 1977, UK Bribery Act 2010 and any other applicable anti-bribery legislation.

“Business Day”: a day, not including a Saturday or Sunday, when ordinary banks are open for their full range of normal business in the United Kingdom.

“Content”: materials, data, information and products provided by the Company or its event partners at, relating to or forming part of the Event.

“Data Protection Laws”: any laws and regulations relating to the processing, privacy and use of personal data in connection with or pursuant to these Terms including, without limitation, a. To the extent the UK GDPR applies, the law of the United Kingdom or of part of the United Kingdom which relates to the protection of personal data or b. to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the parties is subject, which relates to the protection of personal data.

“Event”: an event operated by or on behalf of the Company including a conference, exhibition, convention, congress, summit, seminar, webinar, meeting, workshop, award dinner, public training, private or bespoke training, Ancillary Events and Online Events.

“Event Confirmation”: our written (including digital) confirmation of your registration for a place at that Event.

“Event Dates”: the dates on which the Event is scheduled to take place.

“Event Marks”: trademarks and service marks owned by or licensed to the Company relating to the Event.

“Event Sponsor”: a person or company which has entered into a sponsorship agreement with the Company or its partners in relation to an Event.

“Event Venue”: the venue at which a physical Event is held.

“Fee”: the fee payable by a Participant (or Sponsor on behalf of a Participant) in order to attend an Event.

“Force Majeure”: has the meaning given in clause 13.

“GDPR”: Regulation 2016/679 of the European Parliament and of the Council of April, 27 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.

“Group Company”: any of our subsidiaries or holding companies or subsidiaries of such holding companies, “subsidiary” and “holding company” having the meanings provided in section 1159 of the Companies Act 2006.

“Intellectual Property Rights”: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights.

“Losses”: actions, damages, claims, liabilities, costs, losses and expenses (including, without limitation, reasonable legal fees).

“Online Event”: an online, virtual or non-physical conference, exhibition, convention, congress, summit, seminar, webinar, meeting, workshop, award dinner, public training, private or bespoke training or other event.

“Online Event Platform”: any website, platform, forum or other online environment used by the Company for the purposes of hosting an Online Event.

“Online Event Platform Terms”: any additional terms and conditions applicable to registration to and/or attendance at an Event on an Online Event Platform.

“Participant/You/Your”: an individual who attends an Event in any capacity other than as a representative of the Company or of the Event Venue or Online Event Platform.

“Registration Details”: the personal data provided by Participants when they register to attend an Event.

“Software”: the online software applications made available for access or download from our or our supplier’s or event partner’s websites in relation to any Event or Content.

“Sponsor Delegate”: a Participant who attends an Event on behalf of or using an invite provided by an Event Sponsor using a delegate pass (including digital) issued to the Event Sponsor as part of the agreed sponsorship package, and any reference in these Terms to Participant shall include Sponsor Delegates unless expressly stated otherwise.

2. Registration for Events

2.1 Validly registering for an Event shall entitle you to admittance to that Event as a Participant, subject to these Terms. Any optional extras may incur an additional cost to the basic registration fee.
2.2 The Registration Details of each Participant must be registered (whether in their personal capacity, or as a representative of a company or other legal entity) with us not less than two Business Days before the start of the Event. We reserve the right to exclude from any Event any individual whose name does not appear on our register of Participants at the start of the Event.
2.3 If you register for an Event as a representative of a company or other organisation you confirm that you have authority to agree to these Terms on behalf of the company or other organisation. You shall also ensure Participant(s) from the company or other organisation attending the Event are made aware of and shall be bound by these Terms.
2.4 When registering for an Event, you must provide us with accurate and complete Registration Details. It is your responsibility to inform us of any changes to that information (including, without limitation, your email address) by updating your details on the relevant section of the applicable website or contacting us using the contact information provided to you in any Event Confirmation.
2.5 It is your responsibility to inform us of any special access requirements or dietary requirements at the time of registration, and in any event no later than 2 working days in advance of the Event. Any dietary requests made less than 2 Business Days before an Event may not be available.
2.6 All registrations for Events are subject to availability and to acceptance by the Company at its absolute discretion.
2.7 Where an Event requires an event pass to enable entry, you may be required to provide evidence of your identity for your pass to be issued to you. Participants must keep their event pass on their person at all times during their attendance at the Event and the Company reserves the right to refuse entry or eject to Participants who fail to produce a pass when requested.
2.8 If your Event pass is lost, misplaced, stolen or forgotten a replacement Event pass will only be issued to you at the sole discretion of the Company and may be subject to purchase at the prevailing on-site Participant rate.
2.9 By attending the Event you acknowledge that photographs and filming may take place at the Event. The Company reserves the right to use images and videos recorded at the Event with your photograph and/or likeness in future marketing materials, including social media channels, websites, and print material, without obtaining any further approval from you or making any payment to you. If you do not wish your photograph to be taken at an Event please notify the photographer during the Event and we will use reasonable endeavours to comply with your request.
2.10 Participants must be over the age of 16.
2.11 Participants may not sell, transfer, or share their Event passes. Registered Participants may be substituted by other individuals at no extra cost by notice in writing to the Company at any time, subject to compliance with these Terms, including (without limitation) the need for any substitute individuals to provide Registration Details at least 2 business days in advance of attending the Event and subject to screening.
2.12 All Event passes are the property of the Company and must be returned to the Company upon request. Attendees found wearing falsified Event passes and/or sharing or swapping Event passes shall be required to leave the Event.

3. Attendance Requirements

3.1 Each Participant shall:
(a) observe the rules, policies and procedures of the Event Venue including in relation to health and safety and any reasonable instructions issued by the Company and/or the management of the Event Venue and/or the Online Event Platform;
(b) behave in a respectful, professional and appropriate way that does not breach the laws or regulations of their home country or of the host country or that risks bringing the Event or the Company into disrepute;
(c) ensure they have adequate insurance for their own requirements, including personal accident and travel insurance, prior to attending any Event; and
(d) ensure they have all necessary travel documentation, including but not limited to visas and other entry permits into the country where the Event is held, and that they comply with all health formalities and any applicable laws.
3.2 You agree that your travel to and attendance at an Event is at your own risk and not the responsibility of the Company, save as set out in clause 14. The Company is not obliged to provide any advice or assistance relating to the obtaining of visas. Failure by any Participant to obtain a visa to attend an Event shall not entitle him or her to a refund of any Fees.
3.3 Other than Sponsors and their Participants, Participants are only permitted to conduct business within a designated exhibit space at the Event Venue. Participants observed conducting business in public spaces or in other companies’ exhibition spaces may be ejected from the Event.

4. Participant Obligations

4.1 The Company reserves the right to refuse entry by any Participant to an Event or to remove any Participant from an Event or block them from an Online Event Platform without any liability for any reason and at its sole discretion.
4.2 The Company reserves the right to recover from you any loss or damage incurred or suffered by us, the Event Venue, the Online Event Platform or any other Participants as a result of your conduct at the Event or failure to comply with these Terms. In such circumstances, a Participant shall not be entitled to a refund of any Fees.

5. Fees

5.1 Payment in full of any applicable Fees for the Event is due upon registration. If such payment is insufficient or declined for any reason, the Company may refuse entry to the Event.
5.2 Fees are exclusive of amounts in respect of any applicable value added tax (VAT) or similar sales tax. If VAT or other sales tax is chargeable, Participants shall be required to pay to the Company such additional amounts in respect of such tax as are chargeable in relation to the Fee.

5.3 Fee schedule rates are valid at the time of completion of registration provided that they are paid in full before the applicable expiration date. If the Fee for a completed registration is not paid in full before the next fee schedule comes into force, you will be charged a Fee calculated in accordance with the prevailing Fee schedule at the date of payment.
5.4 All Fees shall be paid in full without any set-off, counterclaim, deduction or withholding (other than as may be required by law).

6. Intellectual Property Rights

6.1 All Intellectual Property Rights in and to Events and in the Content relating to Events are the property of the Company or its third party content providers. We may provide a licence to third parties, including Event Sponsors, to use the Content at our sole discretion.
6.2 Participants may use the Content solely for their own personal use and benefit and not for resale, distribution or other commercial purposes.
6.3 The Event Marks may not be used without the Company’s prior written permission.
6.4 Any request for permission to republish, reprint or use for any other purpose any of the Content or Event Marks should be sent by email to the Event contact as described in your Event Confirmation.
6.5 The Software belongs to the Company or its suppliers. Your use of the Software is governed by the terms of any licence agreement that may accompany or be included with the Software and you must not install or use any Software unless you agree to the terms of such licence agreement.

7. Technical Support for Online Events

7.1 You are responsible for procuring the necessary equipment and the payment of any charges necessary to access and/or use any Events or Content (where applicable). The Company is not responsible for the reliability or continued availability or speed or quality of the telephone or internet lines and/or equipment that you use to access and/or use any Event or Content.
7.2 In relation to any Events which require on-line internet access, such as webinars, forums, online or virtual Events, it is your responsibility to ensure that your systems are compatible with our technology or the technology of our Online Event Platform prior to registering for such an Event.
7.3 The Company is not liable or responsible for any technical issues which may arise as a result of your failure to ensure compatibility of our technology with your systems. Similarly, we are not liable or responsible for any delay, disruption or disturbance in the operation of the internet or problems caused by your internet service provider or for any telecommunications failures which are beyond our control. Access to on-line Content may not be available as a result of downtime for repairs, maintenance and/or repairs to the Company’s websites, Online Event Platforms and systems.

8. Access to Online Events

8.1 Participants who register for Online Events, or Events which otherwise grant access to online Content shall be given user names and passwords, as appropriate for the relevant Event. Attendance at an Online Event may be subject to additional Online Event Platform Terms. By attending an Online Event you are deemed to accept any such additional Online Event Platform Terms.
8.2 Except to the extent that a user name and password is expressly intended for more than one person as confirmed by us in writing, Participants are not permitted:
(a) to share user name and password details with any other person(s) (including for the avoidance of doubt, any other colleague, employee, partner, director, agent or representative of the Participant or your company); or
(b) to make their user names and passwords available to multiple users on a network.
8.3 Participants are responsible for all access to any Event, Online Event Platform and/or use of any Content by them or anyone else using their user names and passwords and for preventing unauthorised use of any such user names and passwords. If you believe there has been any breach of security (such as the disclosure, theft or unauthorised use of any user name, password or any payment information), you must notify us immediately by emailing the support contact in your Event Confirmation.
8.4 An Online Event may include discussion groups, virtual meeting rooms and other forums (“Interactive Areas”) enabling interaction between Participants and Sponsors. We do not control and are not responsible for information and/or materials posted to Interactive Areas by Participants or Sponsors (“User-Generated Content”) and cannot guarantee the veracity or accuracy of any such User-Generated Content. All use of the Interactive Areas is at your risk and you should not rely on User-Generated Content in any way.
8.5 You hereby grant the Company a non-exclusive, perpetual, royalty-free licence to use, reproduce, modify and/or sub-license all or any part of the User-Generated Content posted by you or any of your representatives. The Company may, without notice to you or any third party, delete, move or edit any such User-Generated Content or part of it. To the extent permitted under applicable law, you hereby waive all moral rights or rights of a similar nature in any jurisdiction in any User-Generated Content.
8.6 You are responsible for the content of the User-Generated Content which you contribute and must comply with the restrictions set out below when publishing it. We are under no obligation to monitor User Generated Content.
8.7 You may not, within the Interactive Areas post, publish, link to, upload, download, send, distribute, use or re-use any information or material which: (a) is obtained in breach of confidence or which contains confidential information or infringes any intellectual property rights or rights of privacy or other rights of any third party; (b) is offensive, threatening, abusive, indecent, defamatory, obscene; (c) is unlawful; (d) constitutes unsolicited advertising or promotional material of any type; (e) constitutes or contains a virus or other harmful component or malware; or (e) which is or could be taken to be the provision of advice (including, without limitation, investment advice).
8.8 You may not use any Interactive Area: (a) for any unlawful purpose; (b) to impersonate any person, company, group or entity or misrepresent a relationship to or with any of the same; or (c) to collect, store, disclose or otherwise process any personal data in relation to your use of any Interactive Area without the express consent of the relevant individual.
8.9 You agree to reimburse us for any losses, damages, costs and expenses which we may incur as a result of your publication of User-Generated Content.

9. Ancillary Events

9.1 The Company may offer Participants the opportunity to attend an Ancillary Event, in which case specific Ancillary Terms may apply. Such Ancillary Terms shall be contained in the materials provided to you when you register to attend an Ancillary Event and shall apply in addition to these Terms.
9.2 If there is any inconsistency between these Terms and any applicable Ancillary Terms, the Ancillary Terms shall take precedence in relation to the Ancillary Events.

10. Changes to Event

Although the Company’s Event programmes are correct at the time of publication, we may exchange the format, Content, venue, speakers, hosts, moderators and/or timing of an Event, including a change from a physical Event to an Online Event. The Company shall use its reasonable endeavours to notify all Participants of any such changes prior to an Event.

11. Cancellation and Substitution

11.1 All cancellations by Participants must be received in writing no later than 28 days before the first day of the Event for a full refund of Participant Fees paid, less a 10% administration charge (or such other charge as shall be specified in the Content provided to Participants upon registration for the Event). We cannot accept verbal cancellations. Participants whose cancellations are received after this deadline shall be liable for the full Fee. Participants may nominate a substitute to attend an Event in his or her place, subject to clause 11.2 and their agreement and compliance with these Terms.
11.2 Notifications of cancellations and substitutions should be sent in writing to the Company contact designated in the Event Confirmation as soon as possible (and in any event at least two Business Days before the Event). Registration details for any substitute must be received by the Company at least two Business Days before the Event.
11.3 We may in exceptional circumstances need to cancel or postpone an Event, in which case we shall notify you as soon as reasonably practicable. In the event of cancellation, subject to clause 13, we shall issue Participants with a full refund of relevant Fees paid by you. In the event of postponement, we shall offer you the option to re-register for the rescheduled Event or, subject to clause 13, issue you a full refund of relevant Fees paid by you. Our liability to you as a result of any cancellation or postponement of an Event shall be limited to the amount of Fees which you have paid to us for that Event only and we shall not be liable for any additional Losses incurred by you as a result of such cancellation or postponement.
11.4 Refunds shall be issued back to the debit/credit card used for payment or by bank transfer. Refunds back to debit or credit card can only be processed within 60 days of the original transaction date. Refunds for earlier transactions must be processed by bank transfer.

12. Data Processing

12.1 In this clause 12 the terms “personal data”, and “processing” shall have the meanings ascribed to them under the Data Protection Laws.
12.2 The Company shall:
(a) comply with all applicable requirements of the Data Protection Laws; and
(b) process any personal data which it obtains or holds in relation to a Participant under or in relation to these Terms for the purposes of carrying out its obligations under these Terms, in accordance with its privacy notice or as otherwise permitted by Data Protection Laws.
12.3 We shall use your personal data for the purpose of providing services in relation to Events, including, but not limited to Event registration, communications, Event access, dining, hotel room reservations, administration (including before, after and during the Event), invoicing and payment, delegate lists, post-Event feedback, quality checks, Participant verification (including for sanctions and trade control purposes), research and polling.
12.4 In order to fulfil our obligations to you in relation to the Event, we may share relevant personal data with presenters, Event Venue management, the Online Event Platform, trainers, organisers, print houses, finance partners, connected communities, faculties, committees, Event service providers and external delivery partners. We may also share personal data in accordance with our privacy notice, including with Event Sponsors who may be based in any territory.
12.5 Registration Details of Participants will be added to our official Participant networking tool, which enables Participants to contact each other and to view the list of Participants at an Event. If you do not want your Registration Details to be included in the relevant networking tool, please email the event contact listed in the Event Confirmation at least two Business Days before the start of the Event.
12.6 For more information about our data protection policy please go to our Privacy Policy athttps://www.delinian.com/privacy-notice

13. Force Majeure

13.1 In this clause, “Force Majeure” means circumstances which are beyond our reasonable control and which are reasonably likely to affect the successful delivery of the Event or would make it inadvisable, impracticable, illegal, or impossible for us to host the Event or perform our obligations under these Terms, including circumstances, which directly affect the Participants in their home countries resulting in a material percentage of the Participants being reasonably likely to be prevented from attending the Event.
13.2 If, as a result of Force Majeure, the Company cancels the Event, the Company shall use its reasonable endeavours to either (a) reschedule the Event; or (b) switch the Event from a physical Event to an Online Event, in each case to take place within two months of the original Event Dates.
13.3 If the Company is unable to reschedule the Event in accordance with clause 13.2, it shall refund the Participant Fees as soon as reasonably practicable and in any event within 60 days from the date of notice of cancellation.
13.4 Without prejudice to the Company’s obligation to refund any Fees to Participants, the Company accepts no liability and shall pay no compensation where the performance of its obligations is made impracticable, illegal or impossible by or as a result of Force Majeure.

14. Limitation of liability

14.1 Nothing in these Terms shall limit or exclude our liability for:
(a) death or personal injury;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability which cannot be limited or excluded by applicable law.
14.2 You agree that your access to any Event and your use of any of the Content is at your sole risk and responsibility and acknowledge that all Content is provided “as is” and “as available”. The Content is made available for your general information, and any advice, opinion, statement or other information forming part of the Content is not intended for trading or to address your particular requirements. The Content does not constitute any form of advice, recommendation or arrangement by us (including, without limitation, investment advice or an offer or solicitation to buy or sell any security, financial product or other investment) and is not intended to be relied upon by users in making (or refraining from making) any specific investment or other decisions. Appropriate independent advice should be obtained before making any such decision.
14.3 Except as expressly stated in this Agreement, the Sponsor makes no express or implied warranty or representation in connection with the Event.
14.4 Subject to clause 14.1, we shall not be liable, whether based on a claim in contract, tort (including negligence), breach of statutory duty or otherwise arising out of or in relation to these Terms, for any indirect or consequential losses.
14.5 Subject to clause 14.1, the Company’s total liability to you, whether based on an action or claim in contract, tort (including negligence), breach of statutory duty or otherwise arising out of, or in relation to these Terms shall not exceed the total amount of the Fees paid or payable under these Terms.

15. Anti-Bribery & Corruption

15.1 You undertake that you shall comply with any applicable Anti-Bribery Legislation.
15.2 You undertake that you will not, directly or indirectly pay, offer, give or promise to pay or authorise the payment of any monies or other items of value to:
(a) an official or employee of a government department, agency or instrumentality, state-owned or controlled enterprise or public international organisation;
(b) any other person at the suggestion, request or direction or for the benefit of any of the above-described persons,
if any such payment, offer, act or authorisation is for purposes of influencing official actions or decisions or securing any improper advantage in order to obtain or retain business, or engaging in acts or transactions otherwise in violation of the Anti-Bribery Legislation.
15.3 You undertake that neither you nor, so far as you are aware, any agents or other persons acting on your behalf has directly or indirectly:
(a) violated or is in violation of any applicable Anti-Bribery Legislation;
(b) made, offered to make, promised to make or authorized the payment or giving of, directly or indirectly, any bribe, rebate, payoff, influence payment, kickback or other payment or gift of money or anything of value (including meals or entertainment) to any officer, employee or ceremonial office holder of any government or instrumentality thereof, any political party or supra-national organization (such as the United Nations), any political candidate, any royal family member or any other person who is connected or associated personally with any of the foregoing that is prohibited under any applicable law or regulation or otherwise for the purpose of influencing any act or decision of such payee in their official capacity, inducing such payee to do or omit to do any act in violation of their lawful duty, securing any improper advantage or inducing such payee to use their influence with a government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality (“Prohibited Payments”); or
(c) been subject to any investigation by any governmental entity with regard to any actual or alleged Prohibited Payment.

16. Trade Sanctions

16.1 Neither you, nor, so far as you are aware, any agents or other persons acting on your behalf:
(a) is listed on the “Specially Designated Nationals and Blocked Persons” list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) or any similar list maintained by the United Nations, the United Kingdom, the European Union, or any other relevant governmental entity;
(b) directly or indirectly, has conducted, conducts or is otherwise involved with any business with or involving any government (or any sub-division thereof), or any person, entity or project, targeted by, or located in any country that is the subject of, any of the sanctions administered by OFAC or any equivalent sanctions or measures imposed by the United Nations, the United Kingdom, the European Union or any other relevant governmental entity (collectively “Sanctions”);
(c) directly or indirectly supports or facilitates, or plans to support or facilitate or otherwise become involved with, any such person, government, entity or project; or
(d) is or ever has been in violation of or subject to an investigation relating to Sanctions.
16.2 Each Participant shall ensure they are legally entitled to attend the Event and by attending each Participant warrants that they are not the subject of any Sanctions or trade controls or other restrictions that mean they should not attend.

17. Assignment

17.1 We may, without your consent, assign, sub-contract or transfer any and all of our rights and obligations under these Terms to any Group Company or any entity which acquires a substantial part of the assets of our business.
17.2 Without prejudice to clause 17.1, we may sub-contract delivery of an Event to any Group Company which operates the business relating to the relevant information, publication or data product forming part of that Event.
17.3 You may not assign, sub-license or otherwise transfer any of your rights under these Terms without our prior written consent.

18. Amendment

We may make amendments to these Terms from time to time. Any such amendments shall be posted on the Event website. Amendments will be effective immediately on the amended Terms being posted on the Event website and you will be deemed to have accepted them if you attend the Event. If you do not wish to accept them, you must cancel your attendance in accordance with clause 11 of these Terms.

19. Entire Agreement

These Terms together with the Privacy Policy and any Ancillary Event terms and application or registration form (where relevant) state the entire agreement and understanding between you and the Company relating to your attendance at the Event and supersedes all previous terms, communications and discussions whether written or oral relating to that subject matter.

20. Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of England and Wales and the English courts shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms.

 

7 Bell Yard, London, WC2A 2JR, United Kingdom

Follow us
Stay in touch
Contact us
Contact us