Terms and Conditions

BACKGROUND

1. We are Engage Business Media Limited (“the Company”, “EBM”, “we”, ”us”, “our”) and we own and operate the following websites www.EngageCustomer.com, www.EngageEmployee.com, www.EngageCxMarketing.com, www.EngageCxSales.com, www.EngageAwards.co.uk, www.ExperientialAwards.co.uk, www.EngageMediapack.com and www.ebm.uk (“the Websites”).

2. We are a company registered in England and Wales under company number 08636460, with registered offices at 2 Esher Road, Hersham, Surrey, KT12 4JY, United Kingdom (“UK”).

Jump to:

• Web Click Through Licence
• Advertising & Content Delivery
• Virtual Event Sponsorship
• Digital Media
• Event Ticket Agreement
• Subscriptions
• Training

USE OF THE WEBSITES

INTELLECTUAL PROPERTY

9. Without limitation, all intellectual property with copyright for the Websites as made available from the Websites and including (but not limited to) our product names, brands, trademarks, the Websites, concepts, designs & layouts, content, text, videos, pictures, photographs and sounds which are all the exclusive property of the Company and where you hereby agree that you are not permitted to reproduce, print, make copies, distribute or use any of our intellectual property for any purpose whatsoever, without our express written consent.

10. Without limitation, all intellectual property for the Websites and including (but not limited to) our product names, brands trademarks, the Websites, concepts, designs & layouts, content, text, videos, pictures, photographs and sounds (“our Content”) which are all the exclusive property of the Company and where you hereby agree that you are not permitted to reproduce, print, make copies, distribute or use any of our Content or any part of our Content, for any purpose whatsoever, without our express written consent.

LIMITATION OF LIABILITY

11. Whilst we make every effort to ensure the information on the Websites is accurate and complete, we provide the Websites on an ‘as is’ basis and make no representations as to the quality, completeness or accuracy of any content made available on the Websites and we do not accept any liability whatsoever for the information provided on the Websites.

12. To the maximum extent permitted by law, we expressly exclude:

12.1 all conditions, warranties and other terms that might otherwise be implied by law into these Terms of Use; and

12.2 any and all liability to you, whether arising under these Terms of Use or otherwise in connection with your use of the Websites.

13. The foregoing clauses 11 and 12 is a comprehensive limitation of liability for your use of the Websites and applies to all damages of any kind, including (without limitation) compensatory, direct, indirect or consequential damages, loss of data, income or profit, loss of or damage to property and claims of third parties.

14. You agree to indemnify the Company, its employees and representatives from any claims and liabilities as a consequence of your breach of these Terms of Use.

15. Notwithstanding the foregoing, nothing in these Terms of Use is intended to exclude or limit any liability that may not by law be excluded or limited, and in particular none of the exclusions and limitations in this clause are intended to limit any rights you may have as a consumer under local law or other statutory rights which may not be excluded, nor in any way to exclude or limit our liability to you for death or personal injury resulting from our negligence or that of our employees or agents.

THIRD PARTIES AND LINKS

16. The Websites may provide links to other websites and online resources which we believe may be of interest to you. We are not responsible for and do not endorse such external sites or resources. Your use of third-party websites and resources is at your own risk. We do not accept any liability for any transactions conducted between you and third-party websites linked to the Websites.

17. We may block any links to or from the Websites. Additionally, we may provide tools to allow you to link to the Websites directly from a third-party site; if you do link to the Websites (whether using such tools or otherwise), you agree that you will disable and remove any such link promptly upon our request.

18. We reserve the right to require you to immediately remove any link to the Websites at any time and you shall immediately comply with any request by us to remove any such link.

WEBSITE ADVERTISING

19. To ensure you receive the best user experience, our advertising policy excludes advertising that could in any way harm or endanger you as a user. We ban any advertising or website content that tries to mislead users or threatens user safety. We ban content that can be reasonably perceived as being deceptive, fraudulent or harmful to site visitors. Advertising that includes unproven claims or endorsements is also not allowed. Advertising is not allowed on the Websites where the sole purpose is the collection of personal data.

20. The Company does not guarantee any Advertisers on the Websites any visitor volumes for any adverts placed upon the Websites.

DATA COLLECTION AND PRIVACY POLICY

21. We may collect and use information about you in accordance with our Privacy Policy.

22. Protecting consumers’ privacy and data is important to us. Please see our Privacy Policy for further information.

TERMINATION

23. These Terms of Use are effective until terminated. We may, at any time and for any reason, terminate your access to or use of the Websites. If we terminate your access to the Websites you will not have the right to bring claims against us or our affiliates with respect to such termination. We and our affiliates shall not be liable for any termination of your access to the Websites.

JURISDICTION

24. These Terms of Use will be governed by and construed in accordance with the laws of England, and the courts of England will have exclusive jurisdiction over any claim or dispute arising under or in connection with these Terms of Use.

WEB CLICK THROUGH LICENCE

IT IS AGREED AS FOLLOWS:

• www.EngageCustomer.com
• www.EngageEmployee.com
• www.EngageCxMarketing.com
• www.EngageCxSales.com
• www.EngageAwards.co.uk
• www.ExperientialAwards.co.uk
• www.EngageMediapack.com
• www.ebm.uk

2. Without limitation, all intellectual property and copyright for the Websites including (but not limited to) our product names, brands, trademarks, the Websites, concepts, designs & layouts, content, text, videos, pictures, photographs and sounds which are all the exclusive property of the Company and where you hereby agree that you are not permitted to reproduce, print, make copies, distribute or use any of our intellectual property for any purpose whatsoever, without our express written consent. Your use of the Websites is subject to separate terms of use, which you can access here: (insert link to terms and conditions).

3. This web content click-through licence terms apply to all text, files, images, photos, sounds, applications, videos or other materials (“Content”) that you submit to the Websites.

4. When you submit any Content to the Websites, you grant to us, a perpetual, irrevocable, non-exclusive, worldwide, transferable, sub-licensable fully paid-up and royalty-free licence to reproduce, distribute, communicate to the public, publicly perform, modify, prepare derivative works of, display and otherwise use the Content in connection with the Websites, including without limitation for the purposes of promoting and redistributing part or all of the Websites in any media formats and through any media channel. Without limitation, the rights that you grant to us under this Clause 3 and Clause 4 include a right to grant each user of the Websites a sub-licence to use the Content to the extent permitted by the functionality of the Websites from time to time.

5. You hereby waive, and procure that all other authors of the Content waive, all moral rights in the Content (including rights to be identified as the author of the Content or to object to any derogatory treatment of the Content), whether such rights subsist now or at any time in the future in any place in the world.

6. Except for the rights you grant us under Clause ‎3 and Clause 4 above, nothing in these licence terms will transfer or assign any title to or other interest in the Content to us.

7. You represent, warrant and covenant that:

7.1 you have the legal right and authority to enter into these licence terms and to grant the licence in Clause 3 and Clause 4 above;

7.2 you are the owner of the Content and/or have all of the necessary rights, consents, permissions and licences which are required for you to grant us the licence in Clause 3 and Clause 4 above;

7.3 by exercising the licence in Clause 3 and Clause 4 above, we shall not infringe the intellectual property or other rights of any third party;

7.4 to the extent that the Content identifies any individual (whether by name, picture or otherwise), you have obtained all consents and permissions from those individuals which are required for us to use the Content as contemplated by the licence in Clause 3 and Clause 4 above;

7.5 the Content does not include any material that may be illegal, defamatory, obscene, offensive, harmful to the safety of any person, aimed at harassing any person or otherwise is inappropriate for display on the Websites; and

7.6 at our request, you will provide us with written copies of any consents, permissions and licences that you are required to obtain in accordance with this Clause 7.

8. You acknowledge that:

8.1 you have received good and valuable consideration in exchange for the licence in Clause 3 and Clause 4 above (including the possibility of publicity or favourable exposure from our use of the Content on the Websites) and that you are not entitled to any further compensation for any use by us of the Content in accordance with that licence; and

8.2 we may, without notice to you, reject, refuse to use or delete any Content at any time and for any reason.

9. You shall indemnify us and all of our affiliates, partners, subsidiaries, employees and contractors, and hold us all harmless from any claim, loss, damage, cost, expense (including legal expenses) or other liability that we suffer or incur as a consequence of our use of the Content in accordance with the licence in Clause 3 and Clause 4 above or of any breach by you of these licence terms, whether or not any such liability was foreseeable.

10. Notwithstanding any other provision of these licence terms, our liability to you for death or personal injury resulting from our negligence (or that of our employees, agents or sub-contractors) shall not be limited. Save as stated in the preceding sentence, (1) our entire liability to you in respect of any breach of our contractual obligations, breach of warranty, representation, statement or tortious act or omission including negligence arising under or in connection with these licence terms shall be limited to the amount (if any) paid by you to us under these licence terms; and (2) we shall not be liable for any indirect or consequential loss you may suffer even if the loss was reasonably foreseeable or the possibility of such loss advised.

11. This agreement shall be governed by the laws of England and Wales and the courts of England will have exclusive jurisdiction over any claim or dispute arising under this agreement.

12. These Terms and Conditions shall not be varied except by agreement in writing.

ADVERTISING & CONTENT DELIVERY

THE PARTIES AGREE

• www.EngageCustomer.com
• www.EngageEmployee.com
• www.EngageCxMarketing.com
• www.EngageCxSales.com
• www.EngageAwards.co.uk
• www.ExperientialAwards.co.uk
• www.EngageMediapack.com
• www.ebm.uk

2. Without limitation, all intellectual property and copyright for the Websites including (but not limited to) our product names, brands, trademarks, the Websites, concepts, designs & layouts, content, text, videos, pictures, photographs and sounds which are all the exclusive property of the Company and where you hereby agree that you are not permitted to reproduce, print, make copies, distribute or use any of our intellectual property for any purpose whatsoever, without our express written consent. Your use of the Websites is subject to separate terms of use, which you can access here: (insert link to terms and conditions).

3. This web content click-through licence terms apply to all text, files, images, photos, sounds, applications, videos or other materials (“Content”) that you submit to the Websites.

4. When you submit any Content to the Websites, you grant to us, a perpetual, irrevocable, non-exclusive, worldwide, transferable, sub-licensable fully paid-up and royalty-free licence to reproduce, distribute, communicate to the public, publicly perform, modify, prepare derivative works of, display and otherwise use the Content in connection with the Websites, including without limitation for the purposes of promoting and redistributing part or all of the Websites in any media formats and through any media channel. Without limitation, the rights that you grant to us under this Clause 3 and Clause 4 include a right to grant each user of the Websites a sub-licence to use the Content to the extent permitted by the functionality of the Websites from time to time.

5. You hereby waive, and procure that all other authors of the Content waive, all moral rights in the Content (including rights to be identified as the author of the Content or to object to any derogatory treatment of the Content), whether such rights subsist now or at any time in the future in any place in the world.

6. Except for the rights you grant us under Clause ‎3 and Clause 4 above, nothing in these licence terms will transfer or assign any title to or other interest in the Content to us.

7. You represent, warrant and covenant that:

7.1 you have the legal right and authority to enter into these licence terms and to grant the licence in Clause 3 and Clause 4 above.

7.2 you are the owner of the Content and/or have all of the necessary rights, consents, permissions and licences which are required for you to grant us the licence in Clause 3 and Clause 4 above.

7.3 by exercising the licence in Clause 3 and Clause 4 above, we shall not infringe the intellectual property or other rights of any third party.

7.4 to the extent that the Content identifies any individual (whether by name, picture or otherwise), you have obtained all consents and permissions from those individuals which are required for us to use the Content as contemplated by the licence in Clause 3 and Clause 4 above;

7.5 the Content does not include any material that may be illegal, defamatory, obscene, offensive, harmful to the safety of any person, aimed at harassing any person or otherwise is inappropriate for display on the Websites; and

7.6 at our request, you will provide us with written copies of any consents, permissions, and licences that you are required to obtain in accordance with this Clause 7.

8. You acknowledge that:

8.1 you have received good and valuable consideration in exchange for the licence in Clause 3 and Clause 4 above (including the possibility of publicity or favourable exposure from our use of the Content on the Websites) and that you are not entitled to any further compensation for any use by us of the Content in accordance with that licence; and

8.2 we may, without notice to you, reject, refuse to use or delete any Content at any time and for any reason.

9. You shall indemnify us and all of our affiliates, partners, subsidiaries, employees and contractors, and hold us all harmless from any claim, loss, damage, cost, expense (including legal expenses) or other liability that we suffer or incur as a consequence of our use of the Content in accordance with the licence in Clause 3 and Clause 4 above or of any breach by you of these licence terms, whether or not any such liability was foreseeable.

10. Notwithstanding any other provision of these licence terms, our liability to you for death or personal injury resulting from our negligence (or that of our employees, agents or sub-contractors) shall not be limited. Save as stated in the preceding sentence, (1) our entire liability to you in respect of any breach of our contractual obligations, breach of warranty, representation, statement or tortious act or omission including negligence arising under or in connection with these licence terms shall be limited to the amount (if any) paid by you to us under these licence terms; and (2) we shall not be liable for any indirect or consequential loss you may suffer even if the loss was reasonably foreseeable or the possibility of such loss advised.

11. This agreement shall be governed by the laws of England and Wales and the courts of England will have exclusive jurisdiction over any claim or dispute arising under this agreement.

12. These Terms and Conditions shall not be varied except by agreement in writing.

WEBSITE TERMS

THE PARTIES AGREE

Background
1. We are Engage Business Media Limited (“the Company”, “EBM”, “we”, ”us”, “our”) and we own and operate the following websites www.EngageCustomer.com, www.EngageEmployee.com, www.EngageCxMarketing.com, www.EngageCxSales.com, www.EngageAwards.co.uk, www.ExperientialAwards.co.uk, www.EngageMediapack.com and www.ebm.uk (“the Websites”).

2. We are a company registered in England and Wales under company number 08636460, with registered offices at 2 Esher Road, Hersham, Surrey, KT12 4JY, United Kingdom (“UK”).

Use of the Websites
3. Your use of the Websites is subject to these Terms of Use. By using the Websites, you (“the User”) will be deemed to have accepted and agreed to be bound by these Terms of Use. We may make changes to these Terms of Use from time to time. We may notify you of such changes by any reasonable means, including by posting the revised version of these Terms of Use on the Websites. You can determine when we last changed these Terms of Use by referring to the ‘LAST UPDATED’ statement above. Your use of the Websites following changes to these Terms of Use will constitute your acceptance of those changes.

4. You are responsible for all access to the Websites using your Internet connection, even if the access is by another person.

5. We reserve the right to restrict your access to the Websites or parts of them. Access to restricted areas of the Websites may be subject to registration and other conditions. If we grant you permission to access a restricted area, we may withdraw that permission at any time (including where you breach any of these Terms of Use).

6. We will use reasonable efforts to ensure that the Websites are available at all times. However, we cannot guarantee that the Websites or any individual function or feature of the Websites will always be available and/or error free. In particular, the Websites may be unavailable during periods when we are implementing upgrades to or carrying out essential maintenance on the Websites.

7. Your permission to use the Websites is personal to you and non-transferable, and you may not use the Websites for commercial purposes. Your use of the Websites is conditional on your compliance with the rules of conduct set forth in these Terms of Use and you agree that you will not:

7.1 use the Websites for any fraudulent or unlawful purpose.

7.2 use the Websites to defame, abuse, harass, stalk, threaten or otherwise violate the rights of others, including without limitation others’ privacy rights or rights of publicity.

7.3 impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Websites; or express or imply that we endorse any statement you make.

7.4 interfere with or disrupt the operation of the Websites or the servers or networks used to make the Websites available; or violate any requirements, procedures, policies or regulations of such networks.

7.5 transmit or otherwise make available in connection with the Websites any virus, worm, Trojan horse or other computer code that is harmful or invasive or may or is intended to damage the operation of, or to monitor the use of, any hardware, software, or equipment;

7.6 reproduce, duplicate, copy, sell, resell, or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Websites.

7.7 modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Websites. If you wish to reverse engineer any part of the Websites to create an interoperable program you must contact us and we may provide interface data subject to verification of your identity and other information;

7.8 remove any copyright, trademark or other proprietary rights notice from the Websites or materials originating from the Websites.

7.9 frame or mirror any part of the Websites without our express prior written consent.

7.10 create a database by systematically downloading and storing Websites content.

7.11 use any manual or automatic device in any way to gather Websites content or reproduce or circumvent the navigational structure or presentation of the Websites without our express prior written consent. Notwithstanding the foregoing, we grant the operators of public online search engines limited permission to use search retrieval applications to reproduce materials from the Websites for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of such materials solely in connection with each operator’s public online search service.

8. We reserve the right to revoke these exceptions either generally or in specific instances.

Intellectual Property
9. Without limitation, all intellectual property with copyright for the Websites as made available from the Websites and including (but not limited to) our product names, brands, trademarks, the Websites, concepts, designs & layouts, content, text, videos, pictures, photographs and sounds which are all the exclusive property of the Company and where you hereby agree that you are not permitted to reproduce, print, make copies, distribute or use any of our intellectual property for any purpose whatsoever, without our express written consent.

10. Without limitation, all intellectual property for the Websites and including (but not limited to) our product names, brands trademarks, the Websites, concepts, designs & layouts, content, text, videos, pictures, photographs and sounds (“our Content”) which are all the exclusive property of the Company and where you hereby agree that you are not permitted to reproduce, print, make copies, distribute or use any of our Content or any part of our Content, for any purpose whatsoever, without our express written consent.

Limitation of Liability
11. Whilst we make every effort to ensure the information on the Websites is accurate and complete, we provide the Websites on an ‘as is’ basis and make no representations as to the quality, completeness or accuracy of any content made available on the Websites and we do not accept any liability whatsoever for the information provided on the Websites.

12. To the maximum extent permitted by law, we expressly exclude:

12.1 all conditions, warranties and other terms that might otherwise be implied by law into these Terms of Use; and

12.2 any and all liability to you, whether arising under these Terms of Use or otherwise in connection with your use of the Websites.

13. The foregoing clauses 11 and 12 is a comprehensive limitation of liability for your use of the Websites and applies to all damages of any kind, including (without limitation) compensatory, direct, indirect or consequential damages, loss of data, income or profit, loss of or damage to property and claims of third parties.

14. You agree to indemnify the Company, its employees and representatives from any claims and liabilities as a consequence of your breach of these Terms of Use.

15. Notwithstanding the foregoing, nothing in these Terms of Use is intended to exclude or limit any liability that may not by law be excluded or limited, and in particular none of the exclusions and limitations in this clause are intended to limit any rights you may have as a consumer under local law or other statutory rights which may not be excluded, nor in any way to exclude or limit our liability to you for death or personal injury resulting from our negligence or that of our employees or agents.

Third parties and links
16. The Websites may provide links to other websites and online resources which we believe may be of interest to you. We are not responsible for and do not endorse such external sites or resources. Your use of third-party websites and resources is at your own risk. We do not accept any liability for any transactions conducted between you and third-party websites linked to the Websites.

17. We may block any links to or from the Websites. Additionally, we may provide tools to allow you to link to the Websites directly from a third-party site; if you do link to the Websites (whether using such tools or otherwise), you agree that you will disable and remove any such link promptly upon our request.

18. We reserve the right to require you to immediately remove any link to the Websites at any time and you shall immediately comply with any request by us to remove any such link.

Website Advertising
19. To ensure you receive the best user experience, our advertising policy excludes advertising that could in any way harm or endanger you as a user. We ban any advertising or website content that tries to mislead users or threatens user safety. We ban content that can be reasonably perceived as being deceptive, fraudulent, or harmful to site visitors. Advertising that includes unproven claims or endorsements is also not allowed. Advertising is not allowed on the Websites where the sole purpose is the collection of personal data.

Data collection and privacy policy
20. We may collect and use information about you in accordance with our Privacy Policy.
21. Protecting consumers’ privacy and data is important to us. Please see our Privacy Policy for further information.

Termination
22. These Terms of Use are effective until terminated. We may, at any time and for any reason, terminate your access to or use of the Websites. If we terminate your access to the Websites, you will not have the right to bring claims against us or our affiliates with respect to such termination. We and our affiliates shall not be liable for any termination of your access to the Websites.

Jurisdiction
23. These Terms of Use will be governed by and construed in accordance with the laws of England, and the courts of England will have exclusive jurisdiction over any claim or dispute arising under or in connection with these Terms of Use.

ADVERTISEMENT CONTENT AND DELIVERY

The advertisement must be provided no later than the deadline specified in the booking form and provided to the advertisement specifications detailed in the Media Pack.

EBM reserves the right to reject, cancel or require any advertisement to be amended that it considers unsuitable or contrary to these terms.

EBM may refuse to publish any advertisement for any advertiser who has not paid any sums due for any advertising on any EBM website. The Advertiser will remain responsible for all outstanding charges.

The Advertiser guarantees:

Any information supplied in connection with the Advertisement is accurate, complete, true and not misleading.

Consent has been obtained for all images, content rights, hyperlinks and other content associated to the advertisement.

Advertisements are legal, decent, honest and truthful, are not contrary to the provisions of any applicable law, regulation or code of practice (including the UK Code of Non-broadcast Advertising, Sales Promotion and Direct Marketing (the “CAP Code”) and all other codes under the general supervision of the Advertising Standards Authority and/or the Office of Fair Trading), are not libellous or obscene and do not infringe the rights of any person (including any person’s intellectual property rights).

Advertisements are not prejudicial to the image or reputation of EBM and will not contain anything that could be interpreted as offensive or otherwise inappropriate.

PAYMENT

The Client will pay as agreed, the fee to EBM within 14 days from the invoice date or prior to the advertisement going live, whichever is sooner, or a 10% surcharge will apply.

Engage Business Media Ltd must be informed of any disputed invoices by the client/sponsor in writing, and within 14 days from the date of the relevant invoice.

WITHDRAWAL

Contracts cancelled before 3 months of the agreed date for an advertisement(s) to go live as detailed on the booking form, 50% of the invoiced amount will be payable.

Cancellations made within 3 months of the agreed date for an advertisement(s) to go live will be charged at 100% of the invoiced amount.

These cancellation policies will come into effect in all cases and whatever the reason for the withdrawal may be. When such payment is received by the Organisers from the Customer the Contract is deemed cancelled and the Organisers will have no further claim on the Customer.

TRAFFIC, IMPRESSIONS AND HYPERLINKS

EBM cannot guarantee the number of impressions or advert clicks.

The Advertiser guarantees to EBM that any landing page and/or destination site linked to from the Advertisements (“Advertiser’s Site”) will (i) be legal, decent, honest and truthful, (ii) not be contrary to the provisions of any applicable law, regulation or code of practice (including the CAP Code), (iii) not be libellous or obscene, (iv) not infringe the rights of any person (including any person’s intellectual property rights); (v) not be prejudicial to the image or reputation of EBM or the websites, (vi) be free from viruses, adware, malware, and/or bit torrents, (vii) not cause an adverse effect on the operation of the Website(s), and (viii) have a conspicuous privacy policy which complies with all applicable data protection and privacy laws, regulations and codes of practice.

EBM may set cookies on the devices of users of the EBM websites or use any other data collecting technology (such as tags, JavaScript, or other code, including the tags of third party service providers) for the purpose of tracking impressions and related data (“Advertiser Data”), the advertiser must ensure that the advertiser’s site complies with all applicable data protection and/or privacy laws, regulations and codes of practice.

INFORMATION COLLECTION AND PRIVACY

Personal Information collected through advertisements or downloadable digital information may be used for internal record keeping, product and service improvement, delivering promotional information we feel is relevant to your professional position within your company.

We may also share the information collected with commercial partners when applicable in connection with the advertisement and the advertisers product/service being advertised.

The inclusion of any advertising or any sponsorship material on the Website does not constitute an endorsement of the relevant advertiser or sponsor or their goods or services. Any correspondence or dealings you have with advertisers or sponsors are solely between you and the relevant advertiser or sponsor. We shall not be responsible for any loss or damage of any kind suffered or incurred by you as a result of any correspondence or dealing you have with any advertiser or sponsor.

You grant us and Engage Business Media a non-exclusive, transferable, perpetual, royalty-free, worldwide license to copy, use, reproduce, distribute, display, publish, adapt, prepare derivate works of and/or amend any contribution in any format

DIGITAL CONTRIBUTIONS MUST NOT

• contain any material which is libellous or defamatory of any person
• contain any material which is obscene, pornographic, offensive, hateful, or inflammatory
• promote violence or promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience, or needless anxiety
• harass, upset, embarrass, alarm, or annoy any other person
• be likely to deceive any person
• infringe any intellectual property rights, other proprietary rights or the privacy or confidential information of any person
• be used to impersonate any person, or to misrepresent your identity or affiliation with any person
• advertise any goods or service or be for a commercial purpose unless agreed commercially otherwise
• give the impression that they emanate from us, if this is not the case or advocate, promote or assist any unlawful act
  
  
  

DOWNLOADS AND USE OF DATA AND PROCESSING

We comply with the Data Protection Act 1998.

Engage Business Media Ltd is registered under the Data Protection Act and Information Commissioner’s Office as Engage Business Media Ltd.

VIRTUAL EVENT SPONSORSHIP

THE PARTIES AGREE - Publication Date: September 2020

1. BACKGROUND

1.1 EBM is a trading name of ENGAGE BUSINESS MEDIA LIMITED (“the Organiser”).
1.2 This Virtual Media Event Agreement (“the Agreement) does not provide rights to any party not named on the Agreement and does not give any rights to any Guarantor[s].
1.3 The Organiser owns and controls all the business and commercial rights for this Virtual Media Event (“the Event”) and exclusively agrees to grant the Sponsor, a sponsorship package (“the Package”) for the Event under an express licence in accordance to the terms and conditions set out in the Agreement.
1.4 Depending on the Event, the Organiser is autonomously entitled to select different digital, online and mobile tools to market and deliver the Event to the Sponsor, Speakers and Delegates, and as may be applicable.
1.5 The Event is known as an online virtual conference which includes a specific business topic (“the Topic”) owned, hosted and organised by the Organiser. The Organiser arranges for business experts (“the Speakers”) to talk on the Topic and simultaneously markets the Event and the purchase of tickets to business professionals and other people (“the Delegates”) wishing to digitally attend and watch the Event and to interact with the Speakers, the Sponsor and other delegates; and where the sale of such tickets is to the entire financial benefit of the Organiser. The Organiser arranges for a studio room to be set up for the chairman of the Event to host the conference. The Event is digitally transmitted in real time from the Organiser’s electronic platform and delivered to the Sponsor, Speakers and Delegates through Applications such as ‘Zoom’.
1.6 As per the terms of the Agreement, the Sponsor pays the Organiser a pre-agreed sponsorship fee (in accordance with the Organiser’s Sponsorship packages set out in Section B of the Agreement) to be affiliated with the Event under a licence.

2. DEFINITIONS

• www.EngageCustomer.com
• www.EngageEmployee.com
• www.EngageCxMarketing.com
• www.EngageCxSales.com
• www.EngageAwards.co.uk
• www.ExperientialAwards.co.uk
• www.EngageMediapack.com
• www.ebm.uk

2.4 “the Event” means the online virtual webinar as per the details recorded under Section B of the Agreement which is owned, hosted and organised by the Organiser.
2.5 “Designation” means the Sponsor being “The Official Sponsor’ of the Event.
2.6 “Event Marks” means the Organiser’s Marks and the Designation used singularly or collectively in association with the Event or in the exercise of other Sponsorship Rights.
2.7 “Event Marks Guidelines” means the Organiser’s guidelines setting out the technical requirements for the virtual display or reproduction of the Event Marks, and where it is agreed these guidelines may be autonomously amended by the Organiser from time to time by notice in writing to the Sponsor.
2.8 “Organiser’s Marks” means the trademarks to be used for all promotion, advertising, and marketing of the Event, together with any associated artwork, design, slogans, text and other collateral marketing signs of the Organiser that are to be used in connection with the Event.
2.9 “Platform” means the virtual platform to be utilised for the virtual event.
2.10 “Platform Partner” (also “Partner” used in clause 19.6 of this agreement) means the partner who operates the Platform and who is selected at the Organiser’s discretion.
2.11 “Sponsor Package” means the details as recorded under Section B of the Agreement.
2.12 “Sponsor’s Marks” means the trademark, together with any accompanying electronic artwork, design, slogan, text and other collateral marketing signs of the Sponsor.
2.13 “Sponsor’s Products” means the products or services to be marketed in conjunction with the Event and the Sponsor’s Premiums.
2.14 “Sponsor’s Premiums” means any article which is used to promote the Sponsor and or the sale of the Sponsor’s Products at or in connection with the Event and which is distributed free of charge or sold at a subsidised price, and which bears or is distributed in association with the Event Marks.
2.15 “Sponsor’s Event Materials” means any advertising or promotional materials or products produced by or on behalf of the Sponsor which associate the Sponsor or the Sponsor’s Products with the Event, or which incorporate or are distributed in association with the Event Marks including any such Sponsor’s Products and the Sponsor’s Premiums.
2.16 “Sponsorship Fee” means the sums set out and payable in accordance with Section B and Clause 5 of the Agreement.
2.17 “Sponsorship Rights” means the bundle of rights granted to the Sponsor under the Sponsorship Package, which includes the licence of the Event Marks granted in Clause 3.
2.18 “Term” has the meaning given in Clause 4.
2.19 “Venue” means the New Media Uniform Resource Locator (URL) address where the Event is to digitally take place online and where such virtual Venue is selected at the sole discretion of the Organiser and may be autonomously amended by the Organiser by notice in writing to the Sponsor.
2.20 “Intellectual Property Rights” means the Organiser’s patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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 and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the
2.21 “Delegates” means business professionals and other people who can attend the Event to watch and digitally interact with Speakers, the Sponsor and other delegates either at no financial charge or for a paid-for ticket to attend the Event.
2.22 “Speakers” means business experts selected, organised and paid-for by the Organiser where the Speakers talk at the Event.
2.23 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.
2.24 “Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
2.25 “Commercial Rights” means all rights of a commercial and business nature connected with the Event, including without limitation, image rights, broadcasting rights, new media rights, endorsement and official supplier rights, sponsorship rights, merchandising rights, licensing rights, advertising rights and hospitality rights.
2.26 “control” means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.
2.27 “Force Majeure Event” has the meaning given in Clause 17.1
2.28 “Territory” means the Sponsorship licence under the Agreement exclusively pertains to the territory of the United Kingdom and where any additional territories are to be expressly agreed in writing by the Organiser.
2.29 “VAT” MEANS value added tax chargeable under the Value Added Tax Act 1994.
2.30 “A person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
2.31 reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
2.32 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
2.33 A reference to writing or written includes fax and email.
2.34 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
2.35 A reference to the Agreement or to any other Agreement or document referred to in the Agreement is a reference to the Agreement or such other Agreement or document as varied or novated (in each case, other than in breach of the provisions of the Agreement) from time to time.
2.36 References to Clauses and Schedules are to the Clauses and Schedules of the Agreement and references to paragraphs are to paragraphs of the relevant Schedule.
2.37 In the Agreement unless the context otherwise requires words importing one gender include all other genders and words importing the singular include the plural and vice versa.
2.38 Any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

3. GRANT OF RIGHTS AND RESERVATIONS

3.1 The Organiser grants and the Sponsor accepts a licence to use the Event Marks on the Sponsor’s Products and in advertising for the Sponsor’s Products; and the other Sponsorship Rights, during the Term, for the Territory and in accordance with the terms and conditions set out in the Agreement.
3.2 All rights not expressly granted to the Sponsor under the Agreement are reserved to the Organiser. The Sponsor acknowledges and agrees that:
3.2.1 the Organiser is the owner and controller of the Commercial Rights for the Event including the Event Marks;
3.2.2 the Sponsor shall not be entitled to exploit or enter into any commercial or other Agreement to exploit any of the Commercial Rights other than the Sponsorship Rights; and
3.2.3 the Organiser shall be entitled to enter into any other sponsorship arrangement for the Event with any third party outside of the Agreement. The Sponsor agrees the Organiser shall not be, nor considered to be, nor deemed to be, in breach of any provision of the Agreement as a result of entering into that arrangement.
3.3 If any of the Sponsorship Rights are expressed to be exclusive, the Organiser shall not grant the same rights to a third party in accordance to Clause 3.2.3 above for use in advertising, marketing or promoting products or services in the Sponsor’s Category.
3.4 The Sponsor grants and the Organiser accepts a worldwide, sub-licensable, non-exclusive, royalty-free licence to use the Sponsor’s Marks:
3.4.1 during the Term for the delivery of the Sponsorship Rights;
3.4.2 in perpetuity to promote and exploit the Event in any media, whether now known or yet to be invented (including in a computer game, on a website or mobile-device Application) including by use on promotional material and merchandising.

4. TERM

4.1 This Agreement shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with Clause 15, until the date for the scheduled completion of the Event as set out in Section B of the Agreement (“Term”) when it shall terminate automatically without notice.

5. SPONSORSHIP FEE

5.1 In consideration of the Sponsorship Rights granted to the Sponsor under the Agreement; the Sponsor shall pay the Organiser a fee as set out under Section B of the Agreement which shall be the Sponsorship Fee, payable in full within 14-days from invoice date or 14-days prior to the event, whichever is sooner and where the Organiser is permitted to levy a 10% surcharge on the invoiced amount for all payments not made within the 14-day timeline. The Sponsor is to inform the Organiser in writing of any disputed invoices within 14 days from the date of the relevant invoice.
5.2 All amounts payable to the Organiser under the Agreement are to be paid free and clear of currency control restrictions, bank charges, fees, duties or other transactional costs, the payment of which shall be the sole responsibility of the Sponsor.
5.3 No deductions may be made from, nor purported right of set-off exercised in relation to the Sponsorship Fee.

6. OBLIGATIONS OF THE SPONSOR

6.1 The Sponsor undertakes to the Organiser:
1) To exercise the Sponsorship Rights strictly in accordance with the terms of the Agreement. For the avoidance of doubt, the Sponsor shall not be entitled to use or exploit any of the Commercial Rights (other than the Sponsorship Rights) in any way.
2) to use the Event Marks and other branding materials provided by the Organiser in accordance with the Event Marks Guidelines.
3) to apply any legal notices as required by the Organiser or as set out in the Event Marks Guidelines on all Sponsor’s Event Materials.
4) to submit to the Organiser for its prior written approval, not to be unreasonably withheld or delayed, pre-production samples of all the Sponsor’s Event Materials, before their distribution, production or sale.
5) to ensure that all Sponsor’s Event Materials shall comply in all respects with the samples approved in accordance with Clause 6.1(4);
6) to ensure that the manufacture, packaging, distribution, advertising and sale of all Sponsor’s Event Materials shall comply with all Applicable Laws and the highest standards of business ethics, in particular those relating to child or prison labour.
7) to immediately at the written request of the Organiser and at its sole cost, withdraw from circulation any Sponsor’s Event Materials which do not comply with Clause 6.1(2) to Clause 6.1(6);
8) to comply with all Applicable Laws relevant to the exercise of its rights and the performance of its obligations under the Agreement.
9) to provide to the Organiser, at the Sponsor’s sole cost and expense, all suitable material including artwork of the Sponsor’s Marks in a format and within print deadlines reasonably specified by the Organiser for it to be reproduced under the control of the Organiser for the fulfilment of the Sponsorship Rights.
10) not to apply for registration of any part of the Event Marks or anything confusingly similar to the Event Marks as a trademark for any goods or services.
11) not to use the Event Marks or any part of them or anything confusingly similar to them in its trading or corporate name or otherwise, except as authorised under the Agreement.
12) not to do or permit anything to be done which might adversely affect any of the Commercial Rights or the value of the Commercial Rights.
13) to provide all reasonable assistance to the Organiser in relation to the Organiser’s exploitation of the Commercial Rights;
14) to use its best endeavours to assist the Organiser in protecting the Event Marks and not to knowingly do, or cause or permit to be done, anything which may prejudice or harm or which has the potential to prejudice or harm the Event Marks or the Organiser’s title to the Event Marks or the image of the Event, the Organiser or the Venue;
15) to notify the Organiser of any suspected infringement of the Event Marks, but not to take any steps or action whatsoever in relation to that suspected infringement unless requested to do so by the Organiser;
16) to hold any additional goodwill generated by the Sponsor for the Event Marks as bare trustee for the Organiser and to assign the same to the Organiser at any time on request and in any event following termination of the Agreement;
17) to execute any further documentation and provide any assistance, both during the Term and after termination, as may reasonably be requested by the Organiser to protect the Event Marks. This may include recording the terms of the Agreement or any understanding or obligation under the Agreement on any trademark register or other register, or in any other way.
6.2 The Sponsor appoints the Organiser to be its attorney to execute any document or do anything which the Sponsor fails to execute or do within seven days of a written request from the Organiser pursuant to Clause 6.1(15) or Clause 6.1(17). This power of attorney is irrevocable by the Sponsor as long as any of the Sponsor’s obligations under Clause 6.1(15) or Clause 6.1(17)) remain undischarged. The Sponsor shall ratify and confirm everything that the attorney and any substitute attorney does or arranges using the powers granted under this Clause.
6.3 The Sponsor has no right to sub-license, assign or otherwise dispose of any of the Sponsorship Rights, including to its Affiliates, without the Organiser’s prior written consent.
6.4 The Sponsor shall not engage in joint promotions with any third party in relation to the Event without the Organiser’s prior written consent.

7. OBLIGATIONS OF THE ORGANISER

7.1 The Organiser shall organise and host the Event at the digital Venue of its choice at its sole cost and expense in accordance with the terms of the Agreement.
7.2 The Organiser confirms that it shall be responsible for –
7.2.1 arranging the attendance of and payment for all Speakers, consultants, staff and personnel employed, engaged or appointed by the Organiser for the Event;
7.2.2 admission tickets, stationery, publicity material and advertisements shall bear the Event Marks for electronic and print materials;
7.3 The Organiser shall use its reasonable endeavours to deliver or ensure the delivery of each and all of the Sponsorship Rights to the Sponsor.
7.4 The Organiser confirms that, whenever possible, it will ensure that the Sponsor’s Marks will be present in accordance with the Agreement and that the Sponsor’s Marks are incorporated into all promotional, advertising and publicity material.
7.5 The Organiser shall comply with all Applicable Laws relevant to its performance of the Agreement as well as any conditions attached to any licences or consents issued in connection with the Event.
7.6 The Organiser accepts that, regardless of the obligations of the Organiser to promote the Event within the terms of the Agreement, the Sponsor shall be entitled to advertise, publicise, promote and otherwise commercially exploit its own products, goodwill and reputation through the Sponsor’s association with the Event on and subject to the terms of the Agreement.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each party warrants and undertakes to the other that:
8.1.1. It has full authority to enter into the Agreement and is not bound by any Agreement with any third party that adversely affects the Agreement; and
8.1.2. it has and will maintain throughout the Term, all necessary powers, authority and consents to enter into and fully perform its obligations under the Agreement.
8.2 The Organiser represents to the Sponsor that:
8.2.1 the Organiser owns and controls the Event and the Event Marks and that the Sponsor’s use of the Event Marks and its exercise of the other Sponsorship Rights in accordance with the provisions of the Agreement shall not infringe the rights of any third party;
8.2.2 it has entered into a bona fide Agreement for the use of the digital Venue and has made all administrative and financial arrangements necessary for the smooth running of the Event; and
8.2.3 any numbers quoted by the Organiser for Delegates anticipated to attend the Event are purely estimated numbers where the actual final number of Delegates attending the Event is not guaranteed by the Organiser.
8.3 The Sponsor represents and warrants that:
8.3.1 it owns or is solely entitled to use the Sponsor’s Marks and any other material supplied to the Organiser in relation to the Agreement and the Organiser shall be entitled to see evidence to this effect on request;
8.3.2 the Organiser’s use of the Sponsor’s Marks will not infringe the rights of any third party; and
8.3.3 it accepts the Organiser does not guarantee the number of Delegates to attend the Event and agrees it has no right whatsoever to cancel the Agreement or make any demands for refunds or reductions on the financial quantum of the Agreement based upon the quantity of Delegates attending the Event.

9. INDEMNITIES

9.1 In this Clause, a reference to an indemnified party shall include that indemnified party’s subsidiaries, and the provisions of this Clause shall be for the benefit of the indemnified party and each such subsidiary, and shall be enforceable by each such subsidiary, in addition to the indemnified party.
9.2 The Sponsor shall indemnify the Organiser against all liabilities, costs, expenses, damages and losses including but not limited to any interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses suffered or incurred by the Organiser arising out of or in connection with:
9.2.1 any claim made against the Organiser by a third party for actual or alleged infringement of a third party’s Intellectual Property Rights or moral rights arising out of or in connection with the Organiser’s use of the Sponsor’s Marks in accordance with the Agreement;
9.2.2 any claim made against the Organiser by a third party arising out of or in connection with the manufacture, production, distribution, handling, advertising, consumption or use of, or otherwise relating to, the Sponsor’s Event Materials, whether or not any claim arises during the Term. For the avoidance of doubt, any approval by the Organiser of any use of the Event Marks on the Sponsor’s Event Materials, relates only to the use of the Event Marks and does not amount to approval of any the Sponsor’s Event Materials and shall not affect this right of indemnification.
9.3 The Organiser shall indemnify the Sponsor against all liabilities, costs, expenses, damages and losses including but not limited to any interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses suffered or incurred by the Sponsor arising out of or in connection with any claim made against the Sponsor by a third party for actual or alleged infringement of a third party’s Intellectual Property Rights or moral rights arising out of or in connection with the Sponsor’s use of the Organiser’s Marks in accordance with the Agreement.
9.4 The indemnities in this Clause 9 shall not cover the indemnified party to the extent that a claim under it results from the indemnified party’s negligence or wilful misconduct.
9.5 If any third party makes a claim, or notifies an intention to make a claim, against an indemnified party which may reasonably be considered likely to give rise to a liability under an indemnity in this Clause 9 (a Claim), the indemnified party shall:
9.5.1 As soon as reasonably practicable, provide written notice of the Claim to the indemnifying party, specifying the nature of the Claim in reasonable detail;
9.5.2 not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the indemnifying party and where such consent is not to be unreasonably withheld or delayed;
9.5.3 give the indemnifying party access at reasonable times on reasonable 30-days prior notice to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the indemnified party, so as to enable the indemnifying party and its professional advisers to examine them and to take copies (at the indemnifying party’s expense) for the purpose of assessing the Claim.
9.6 If a payment due from the indemnifying party under this Clause is subject to tax (whether by way of direct assessment or withholding at its source), the indemnified party shall be entitled to receive from the indemnifying party such amounts as shall ensure that the net receipt, after-tax, to the indemnified party in respect of the payment is the same as it would have been were the payment not subject to tax.
9.7 Nothing in this Clause shall restrict or limit the indemnified party’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.

10. LIMITATION OF LIABILITY

10.1 Nothing in the Agreement shall limit or exclude a party’s liability:
10.1.1 for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
10.1.2 for fraud or fraudulent misrepresentation;
10.1.3 for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law; or
10.1.4 under the indemnities set out at Clause 9.2(1), Clause 9.2(2) and Clause 9.3.
10.2 Subject to Clause 10.1, under no circumstances shall a party be liable to the other for any of the following, whether in contract, tort (including negligence) or otherwise:
10.2.1 loss of revenue or anticipated revenue;
10.2.2 loss of savings or anticipated savings;
10.2.3 loss of business opportunity;
10.2.4 loss of profits or anticipated profits;
10.2.5 wasted expenditure; or
10.2.6 any indirect or consequential losses.
10.3 Subject to Clause 10.1, the Organiser’s maximum aggregate liability in contract, tort (including negligence) or otherwise, however arising, under or in connection with the Agreement shall be limited to £1,000.00 (the Cap), always provided that where any sums are refunded to the Sponsor pursuant to Clause 14, the Cap shall be reduced by the amount of such refund.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 The Organiser and the Sponsor acknowledge as follows:
11.1.1 All rights in the Sponsor’s Marks, including any goodwill associated with them, shall be the sole and exclusive property of the Sponsor and the Organiser shall not acquire any rights in the Sponsor’s Marks, nor in any developments or variations of them;
11.1.2 all rights in the Organiser’s Marks, including any goodwill associated with them, shall be the sole and exclusive property of the Organiser and, save as expressly provided in Clause 3.1, the Sponsor shall not acquire any rights in the Organiser’s Marks, including any developments or variations of them.
11.2 All Intellectual Property Rights in and to any materials produced for the Event by or on behalf of the Organiser or jointly by the Organiser and the Sponsor shall, with the exception of the Sponsor’s Marks, be the sole and exclusive property of the Organiser and if the Sponsor acquires, by operation of law, title to any such Intellectual Property Rights it shall assign them to the Organiser on request, whenever that request is made.

12. INSURANCE

12.1 The Sponsor confirms that it shall arrange a comprehensive insurance policy, at its sole cost, for the following:
12.1.1 loss, theft or damage to any of the Sponsor’s Products or other materials or goods owned or controlled by the Sponsor; and
12.1.2 to cover any loss, damage or claim arising directly or indirectly from any Speakers, Delegates and the Organisers members of staff and or consultants use of the specific product or services being promoted by the Sponsor, together with all other goods or services associated with the Sponsor’s Marks.
12.2 The Organiser confirms that it will take out an insurance policy for the Event, including public liability, employer’s liability and event equipment cover.

13. EVENT CANCELLATION

The Organiser reserves the right to cancel the Event for any reason, including, without limitation, by reason of a Force Majeure Event. The Organiser shall notify the Sponsor of the cancellation as soon as possible. The parties agree that he Organiser shall not be in breach of the Agreement by virtue of that cancellation or abandonment; and on the Organiser notifying the Sponsor of such cancellation the Agreement shall automatically terminate and the provisions of Clause 16 shall apply, save that the Sponsor shall have the right to negotiate a reduction in the Sponsorship Fee in accordance with Clause 14.

14. RIGHT OF NEGOTIATION OF REDUCTION

14.1 Without prejudice to the other rights of the Sponsor under the Agreement, the parties agree to negotiate a reasonable reduction or refund of the Sponsorship Fee as set out under Clause 14.3, where applicable, if any of the following events occurs during the Term:
14.1.1 Any change in any laws or regulatory provisions which has an adverse impact on the value of the Sponsorship Rights;
14.1.2 cancellation of the Event for any reason excluding a Force Majeure Event.
14.2 The Sponsor shall notify the Organiser within thirty Business Days from the occurrence of an event as set out in Clause 14.1 (if a specific event or otherwise as soon as practicable) that the Sponsor wishes to obtain a reduction and or refund of the Sponsorship Fee in accordance to the terms set out in Clause 14.3.
14.3 The parties unequivocally agree that if the Organiser should cancel the Event for any reason as set out in Clause 14.1 then any reduction or refund of the Sponsorship fee to the Sponsor will be entirely based upon the duration of time remaining from the date of signing the Agreement to the date of the Event; where if the Organiser cancels the event –
14.3.1 Within a remaining timeframe of 75% or more then the Organiser will refund a maximum of up to 75% of the Sponsorship fee;
14.3.2 Within a remaining timeframe of 50% to 74.9% then the Organiser will refund a maximum of up to 50% of the Sponsorship fee;
14.3.3 Within a remaining timeframe of 25% to 49.9% then the Organiser will refund a maximum of up to 25% of the Sponsorship fee;
14.4 Any reduction or refund of the Sponsorship Fee in accordance to Clause 14.3 shall be payable by the Organiser to the Sponsor within sixty days of the Organiser’s notice issued to the Sponsor under the conditions set out under Clause 14.1.
14.5 The parties unequivocally agree that if the Sponsor should cancel the Event before three months of the event date, 50% of the invoiced amount will be payable. Cancellations made within three months of the event date will be charged at 100% of the invoiced amount. This cancellation policy will come into effect for whatever the reason for the Sponsor’s withdrawal may be.

15. TERMINATION

15.1 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:
1) the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment;
2) the other party commits a material breach of any other term of the Agreement which breach is irremediable or if such breach is remediable fails to remedy that breach within a period of seven days after being notified in writing to do so. However, this seven Business Day period will be reduced to two Business Days if the Organiser calls upon the Sponsor to remedy the breach within, the seven Business Day period before the Event begins;
3) the other party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement;
4) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts OR being a company or limited liability partnership is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 OR being an individual is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 OR being a partnership has any partner to whom any of the foregoing apply;
5) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors, other than being a company, for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
6) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company;
7) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party being a company;
8) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
9) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
10) the other party (being an individual) is the subject of a bankruptcy petition or order;
11) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
12) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 15.1(4) to Clause 15.1(11) (inclusive);
13) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

16. CONSEQUENCES OF TERMINATION

16.1 On termination or expiry of the Agreement:
1) The Sponsorship Rights granted by the Organiser to the Sponsor under the Agreement shall immediately terminate and revert to the Organiser, save that any licence necessary to enable the Sponsor to exercise the disposal rights in Clause 16.2 shall continue solely for the disposal period;
2) following termination of the Sponsorship Rights and their reversion to the Organiser the Sponsor shall not exercise the Sponsorship Rights or use or exploit (directly or indirectly) its previous connection with the Organiser or the Event;
3) within sixty days after the date of termination, the Sponsor shall destroy or, if the Organiser shall so elect, deliver to the Organiser or any other person designated by the Organiser, at the Sponsor’s expense, all Sponsor’s Event Materials in its possession or control;
4) each party shall promptly return to the other any property of the other within its possession or control;
5) each party shall pay to the other any sums that are outstanding and to be accounted for under the Agreement;
6) the following Clauses shall continue in force: Clause 2 (Definitions and interpretation), Clause 9 (Indemnities), Clause 10 (Limitation of liability), Clause 13 (Event cancellation), Clause 16 (Consequences of termination), Clause 18 (Confidentiality) and Clause 22 (Set-off) to Clause 31 (Governing law and jurisdiction).
16.2 Termination of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.

17. FORCE MAJEURE

17.1 A Force Majeure Event means any circumstance not within a party’s reasonable control including and without limitation:
1) Acts of God, flood, drought, earthquake or other natural disasters;
2) disease, epidemic, outbreak or pandemic;
3) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
4) nuclear, chemical or biological contamination or sonic boom;
5) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
6) The collapse of buildings, fire, explosion or accident;
7) any labour or trade dispute, strikes, industrial action or lockouts;
8) non-performance by suppliers or subcontractors; and
9) interruption or failure of utility service.
17.2 Subject to Clause 13 above; if a Party is prevented, hindered or delayed in or from performing any of its obligations under the Agreement by a Force Majeure Event, then the Affected Party shall not be in breach of the Agreement or otherwise liable for any such failure or delay in the performance of such obligations. Accordingly, the Parties unequivocally agree –
17.2.1 The time for the performance of the obligations under the Agreement shall be automatically prolonged in relation to the continued duration of the Force Majeure Event;
17.2.2 the performance period for the obligations under the Agreement shall be further automatically prolonged for a further 12-calendar months, after the official ending of the Force Majeure Event, to enable the Affected Party to fulfil its obligations under the Agreement, at a date suitable to the Organiser, during this additional 12-calendar month period; and
17.2.3 during the periods set out in Clause 17.2.1 and Clause 17.2.2 above; the Affected Party will not be obligated to make any refunds or reduction on the Sponsorship Fee or any other payments made by the other Party in relation to the Agreement.
17.3 The corresponding obligations of the other party will be suspended, and the time for performance of such obligations extended, to the same extent as those of the Affected Party.
17.4 The Affected Party shall use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations and as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of –
17.4.1 the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Agreement;
17.4.2 the automatic suspension of the Event for the full duration of the Force Majeure Event; and
17.4.3 confirm the Event will be organised and hosted, on a date suitable to the Organiser, within a 12-calender month period after the official ending of the Force Majeure Event.
17.5 If the Affected Party is unable to perform its obligations under the Agreement within a 12-calendar month period after the official ending of the Force Majeure Event then the other party not affected by the Force Majeure Event may terminate the Agreement by giving four weeks’ written notice to the Affected Party.

18. CONFIDENTIALITY

18.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its employees, officers, representatives or advisers (together with its Representatives) to the other party and that party’s Representatives whether before or after the date of the Agreement in connection with the Agreement, concerning –
1) the existence and terms of the Agreement;
2) any information that would be regarded as confidential by a reasonable business person relating to:
i. the business, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party or of any member of the group of companies to which the disclosing party belongs; and
ii. the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party [(or of any member of the group of companies to which the disclosing party belongs)];
3) any information developed by the parties in the course of carrying out the Agreement; and
4) any information detailed in the attached Schedules of the Agreement.
18.2 The provisions of this Clause shall not apply to any Confidential Information that:
1) is or generally becomes available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this Clause);
2) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
3) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality Agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
4) is developed by or for the receiving party independently of the information disclosed by the disclosing party.
18.3 Each party shall keep the other party’s Confidential Information confidential and shall not:
1) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under the Agreement (Permitted Purpose); or
2) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this Clause.
18.4 A party may disclose the other party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
1) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
2) at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this Clause.
18.5 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.
18.6 A party may, provided that it has reasonable grounds to believe that the other party is involved in an activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.
18.7 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this Clause are granted to the other party, or to be implied from the Agreement.
18.8 On termination of the Agreement, each party shall:
1) return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information;
2) erase all the other party’s Confidential Information from computers and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically practicable); and
3) certify in writing to the other party that it has complied with the requirements of this Clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority.
18.9 Except as expressly stated in the Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.

19. DATA PROTECTION

19.1 The following definitions apply in this clause 19:

Agreed Purposes: Marketing, advertising and promotional purposes.

Controller, processor, data subject, personal data, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation in force at the time.

Data Discloser: a party that discloses Shared Personal Data to the other party.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679), the Data Protection Act 2018 or any successor legislation and any other directly applicable European Union regulation relating to data protection and privacy.

Permitted Recipients: the parties to this agreement, the employees of each party, any third parties engaged to perform obligations in connection with this agreement.

Shared Personal Data: the personal data to be shared between the parties under of this agreement. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject:

a. Identity Data includes first name, maiden name, last name, username or similar identifier, marital status, title, date of birth and gender.

b. Contact Data includes billing address, delivery address, email address and telephone numbers.

c. Marketing and Communications Data includes your preferences in receiving marketing from us and our third parties and your communication preferences.
d. Other Data includes data that from time to time the Sponsor requests from the Delegates and the Delegates consent to being shared with Permitted Recipients for the Agreed Purposes.

19.2 Shared Personal Data. This clause 19 sets out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.

19.3 Permitted Use When registering for the Event the Delegates are required to agree that the Organiser can collect a range of information from the Delegates including (but not limited to) the name of the Delegates organisation, job titles and business contact details, such as email, phone numbers and postal addresses (“Shared Personal Data”).
19.4 The Delegates accordingly provide consent for the Shared Personal Data to be used, as may be applicable, for –
19.4.1 The Organiser to share with its Sponsors, other business partners and other attendees of the Event
19.4.2 To be included on the Event Delegates list and Event App
19.4.3 The Organiser to share with its commercial partners and other selected external companies for marketing purposes
19.4.4 The Organiser to send the Delegates emails about its events and our other business media opportunities
19.4.5 The Sponsors to follow up with the Delegates regarding other relevant information on products or services relating to the presentation or any other products or services the Delegates may have expressed an interest in or which the Sponsors believe may be of interest to the Delegates
19.4.6 The Organiser’s commercial partners to send the Delegates emails regarding their products and services
19.4.7 The Shared Personal Data collected through advertisements or downloadable digital information to be used for the Organiser internal record keeping, product and service improvement, and for delivering promotional information which the Organiser believes to be relevant to the Delegates professional positions and businesses and where the Organiser may also share with commercial partners in connection with the advertisement and the advertisers products or services being advertised
19.4.8 For the Sponsors to scan the Delegates badges when Delegates visit the Sponsors stands either in person at the Event or for the Sponsors to obtain a digital footprint of the Shared Personal Data for the Delegates attending the Event.

19.5 Liability after transfer of Shared Personal Data. For the purpose of clause 19.4, the Organiser shall only be responsible for any liability that may arise in respect to the collection, processing, and safeguarding of the Shared Personal Data provided to the Sponsor up until the time of electronic transfer to the Sponsor and thereafter the Sponsor shall accept all liability in respect to the Sponsor’s collection, processing, and safeguarding of the Shared Personal Data.

19.6 Liability arising from Partner’s Platform. The Sponsor agrees that the Organiser shall have no liability whatsoever for the functionality of the Partner’s platform including all collection, processing, storage and security of the Sponsor’s and Delegates Data; and such liability includes any breach of the Partner’s platform relating to software, data theft, Vulnerability, or transmission of any Virus or for any other reason whatsoever leading to such a breach.

19.7 Effect of non-compliance with Data Protection Legislation. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.

19.8 Particular obligations relating to data sharing. Each party shall:

19.8.1 ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
19.8.2 give full information to any data subject whose personal data may be processed under this agreement of the nature such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
19.8.3 process the Shared Personal Data only for the Agreed Purposes;
19.8.4 not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
19.8.5 ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;
19.8.6 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data
19.8.7 not transfer any personal data received from the Data Discloser outside the EEA unless the transferor:
(i) complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller); and
(ii) ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 GDPR; (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.

20. ANNOUNCEMENTS

20.1 Subject to Clause 19.2, no party shall make, or permit any person to make, any public announcement, communication or circular (announcement) concerning the Agreement without the prior written consent of the other parties and where such consent is not to be unreasonably withheld or delayed, and where the parties agree they shall consult together on the timing, contents and manner of release of any announcement.
20.2 Where an announcement is required by law or any governmental or regulatory authority, or by any court or other authority of competent jurisdiction, the party required to make the announcement shall promptly notify the other parties. The party concerned shall make all reasonable attempts to agree the contents of the announcement before making it.

21. VALUE ADDED TAX

All sums payable under the Agreement are exclusive of any VAT that may be payable by either party.

22. INTEREST

If a party fails to make any payment due to the other party under the Agreement by the due date for payment, then, without limiting the other party’s remedies under Clause 15, the defaulting party shall pay interest on the overdue amount at the rate of ten percent per annum above the Bank of England (BoE) base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount.

23. SET-OFF

All amounts due under the Agreement shall be paid by the Sponsor to the Organiser in full without any set-off, counterclaim, deduction or withholding, other than any deduction or withholding of tax as required by law.

24. NO PARTNERSHIP OR AGENCY

24.1 Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party except as expressly provided in the Agreement.
24.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

25. THIRD-PARTY RIGHTS

25.1 A person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
25.2 The rights of the parties to terminate, rescind or agree to any variation, waiver or settlement under the Agreement are not subject to the consent of any other person.

26. DATA PROTECTION

26.1 In accordance to the Data Protection Act 1998, the Organiser is a registered with the Information Commissioner’s Office (ICO) as a data controller under registration number ZA257892.
26.2 The General Data Protection Regulation (GDPR) is a regulation in European Union (EU) law on data protection and privacy in the EU and the European Economic Area and is a legal framework that sets guidelines for the collection and processing of personal information from individuals who live in the EU. The Organiser strives to comply with GDPR for the safeguarding and processing of personal data.
26.3 Under the Agreement, the personal data we hold is processed by the Organiser, the Sponsors and our other business partners under what is lawfully termed a ‘legitimate interest’, where the Delegates of our events have provided their express authorisation for their personal data to be utilised for marketing, advertising and promotional purposes.

27. VARIATION

No variation of the Agreement shall be effective unless it is in writing and signed by the parties or their authorised representatives.

28. ASSIGNMENT AND OTHER DEALINGS

This Agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement.

29. WAIVER

No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

30. SEVERANCE

30.1 If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of the Agreement.
30.2 If any provision or part-provision of the Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

31. ENTIRE AGREEMENT

31.1 This Agreement constitutes the entire Agreement between the parties and supersedes and extinguishes all previous Agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
31.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.

32. NOTICES

32.1 Any notice (including notices in proceedings) given to a party under or in connection with this contract shall be in writing and shall, in accordance with the details set out in Section A, be either:
32.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business; or
32.1.2 delivered by email to the Sponsor’s or Sponsor’s Agent (as applicable) email address or delivered by email to the Organiser’s email address.
32.2 Any notice delivered by hand shall be deemed to have been received on the signature of a delivery receipt or at the time the notice is left at the proper address.
32.3 Any notice sent by pre-paid first-class post or other next working day delivery service, will be deemed delivered at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
32.4 Any notice delivered by email –
32.4.1 will be deemed to have been received by the other party at the time the sending party sent the email, on condition that the correct email address was used and that the email did not bounce back or was returned to the sender as ‘undeliverable’;
32.4.2 will be deemed to have been received by the other party at the time of sending the email on condition that the email was sent during the other party’s normal opening hours, and on condition that the correct email address was used and the email did not bounce back or was returned to the sender as ‘undeliverable’;
32.4.3 outside the receiving party’s normal working hours will then be deemed to have been received by the receiving party on the next standard working day of the receiving party.
32.5 The parties agree to inform each other of any change of their respective notice address or email notice details within 14-days of such an amendment.

33. GOVERNING LAW

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

34. JURISDICTION

This contract has been entered into on the date stated at the beginning of it.

DIGITAL MEDIA & EVENTS

THE PARTIES AGREE - Publication Date: September 2020

1. BACKGROUND

1.1 EBM is a trading name of ENGAGE BUSINESS MEDIA LIMITED (“the Host”).

1.2 This Digital Event Agreement (“the Agreement) does not provide rights to any party not named on the Agreement and does not give any rights to any Guarantor(s).

1.3 The Host owns and controls all the business and commercial rights for this Digital Event (“the Event”). The Event is hosted, organised and digitally transmitted in real time from the Host’s electronic platform of choice and where the Participants virtually attend the Event at the same time utilising a digital call in service at a date and time decided by the Host and where the Event is delivered to the Participants through Applications such as Zoom, Big Marker, Swapcard, Cvent, WorkCast or similar. The Event is not formatted within a physical studio environment.

1.4 The Host is autonomously entitled to select different digital, online, and mobile tools to market and deliver the Event to the Sponsor, Speakers, and the Delegates.

1.5 The Event includes a specific business topic (“the Topic”) conceptualised by the Host or the Sponsor and where all intellectual property (IP) rights are exclusively owned by the host and where the Event is hosted and managed by the Host. The Host arranges for business experts (“the Speakers”) to talk on the Topic and simultaneously markets the Event and the purchase of tickets to business professionals and other people (“the Delegates”) wishing to digitally attend and watch the Event and to interact with the Speakers, the Sponsor and other delegates; and where the sale of such tickets is to the entire financial benefit of the Host.

1.6 The Host exclusively agrees to grant the Sponsor a sponsorship package (“the Package”) for the Event under an express licence in accordance to the terms and conditions set out in the Agreement. The Package provides an introduction to the Sponsor at the commencement of the Event and a closing statement to the Sponsor at the end of the Event and where the Sponsor pays the Host a pre-agreed sponsorship fee (in accordance with the Host’s Sponsorship packages set out in Section B of the Agreement) for the Sponsor to be affiliated with the Event under a licence.

2. DEFINITIONS

• www.EngageCustomer.com
• www.EngageEmployee.com
• www.EngageCxMarketing.com
• www.EngageCxSales.com
• www.EngageAwards.co.uk
• www.ExperientialAwards.co.uk
• www.EngageMediapack.com
• www.ebm.uk

2.4 “the Event” means the Digital Event as per the details recorded under Section B of the Agreement which is owned, hosted and organised by the Host.

2.5 “Designation” means the Sponsor being “The Official Sponsor’ of the Event.

2.6 “Event Marks” means the Host’s Marks and the Designation used singularly or collectively in association with the Event or in the exercise of other Sponsorship Rights.

2.7 “Event Marks Guidelines” means the Host’s guidelines setting out the technical requirements for the virtual display or reproduction of the Event Marks, and where it is agreed these guidelines may be autonomously amended by the Host from time to time by notice in writing to the Sponsor.

2.8 “Host’s Marks” means the trademarks to be used for all promotion, advertising and marketing of the Event, together with any associated artwork, design, slogans, text and other collateral marketing signs of the Host that are to be used in connection with the Event.

2.9 “Sponsor Package” means the details as recorded under Section B of the Agreement.

2.10 “Sponsor’s Marks” means the trademark, together with any accompanying electronic artwork, design, slogan, text and other collateral marketing signs of the Sponsor.

2.11 “Sponsor’s Products” means the products or services to be marketed in conjunction with the Event and the Sponsor’s Premiums.

2.12 “Sponsor’s Premiums” means any article which is used to promote the Sponsor and or the sale of the Sponsor’s Products at or in connection with the Event and which is distributed free of charge or sold at a subsidised price, and which bears or is distributed in association with the Event Marks.

2.13 “Sponsor’s Event Materials” means any advertising or promotional materials or products produced by or on behalf of the Sponsor which associate the Sponsor or the Sponsor’s Products with the Event, or which incorporate or are distributed in association with the Event Marks including any such Sponsor’s Products and the Sponsor’s Premiums.

2.14 “Sponsorship Fee” means the sums set out and payable in accordance with Section B and Clause 5 of the Agreement.

2.15 “Sponsorship Rights” means the bundle of rights granted to the Sponsor under the Sponsorship Package under Section B of the Agreement and includes the licence of the Event Marks granted in Clause 3.

2.16 “Term” has the meaning given in Clause 4.

2.17 “Venue” means the New Media Uniform Resource Locator (URL) address where the Event is to digitally take place online and where such virtual Venue is selected at the sole discretion of the Host and may be autonomously amended by the Host by notice in writing to the Sponsor.

2.18 “Intellectual Property Rights” means the Host’s patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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 and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the

2.19 “Delegates” means business professionals and other people who can attend the Event to watch and digitally interact with Speakers, the Sponsor and other delegates either at no financial charge or for a paid-for ticket to attend the Event.

2.20 “Speakers” means business experts selected, organised and paid-for by the Host where the Speakers talk at the Event.

2.21 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.

2.22 “Business Day” means a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.

2.23 “Commercial Rights” means all rights of a commercial and business nature connected with the Event, including without limitation, image rights, broadcasting rights, new media rights, endorsement and official supplier rights, sponsorship rights, merchandising rights, licensing rights, advertising rights and hospitality rights.

2.24 “control” means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.

2.25 “Force Majeure Event” has the meaning given in Clause 17.1

2.26 “Territory” means the Sponsorship licence under the Agreement exclusively pertains to the territory of the United Kingdom and where any additional territories are to be expressly agreed in writing by the Host.

2.27 “VAT” MEANS value added tax chargeable under the Value Added Tax Act 1994.

2.28 “A person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

2.29 reference to a company shall include any company, corporation, or other body corporate, wherever and however incorporated or established.

2.30 A reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time.

2.31 A reference to writing or written includes fax and email.

2.32 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

2.33 A reference to the Agreement or to any other Agreement or document referred to in the Agreement is a reference to the Agreement or such other Agreement or document as varied or novated (in each case, other than in breach of the provisions of the Agreement) from time to time.

2.34 References to Clauses and Schedules are to the Clauses and Schedules of the Agreement and references to paragraphs are to paragraphs of the relevant Schedule.

2.35 In the Agreement unless the context otherwise requires words importing one gender include all other genders and words importing the singular include the plural and vice versa.

2.36 Any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

3. GRANT OF RIGHTS AND RESERVATIONS

3.1 The Host grants and the Sponsor accepts a licence to use the Event Marks on the Sponsor’s Products and in advertising for the Sponsor’s Products; and the other Sponsorship Rights, during the Term, for the Territory and in accordance with the terms and conditions set out in the Agreement.

3.2 All rights not expressly granted to the Sponsor under the Agreement are reserved to the Host. The Sponsor acknowledges and agrees that:

3.2.1 the Host is the owner and controller of the Commercial Rights for the Event including the Event Marks.

3.2.2 the Sponsor shall not be entitled to exploit or enter into any commercial or other Agreement to exploit any of the Commercial Rights other than the Sponsorship Rights; and

3.2.3 the Host shall be entitled to enter into any other sponsorship arrangement for the Event with any third party outside of the Agreement. The Sponsor agrees the Host shall not be, nor considered to be, nor deemed to be, in breach of any provision of the Agreement as a result of entering into that arrangement.

3.3 If any of the Sponsorship Rights are expressed to be exclusive, the Host shall not grant the same rights to a third party in accordance to Clause 3.2.3 above for use in advertising, marketing or promoting products or services in the Sponsor’s Category.

3.4 The Sponsor grants and the Host accepts a worldwide, sub-licensable, non-exclusive, royalty-free licence to use the Sponsor’s Marks:

3.4.1 during the Term for the delivery of the Sponsorship Rights.

3.4.2 in perpetuity to promote and exploit the Event in any media, whether now known or yet to be invented (including in a computer game, on a website or mobile-device Application) including by use on promotional material and merchandising.

4. TERM

4.1 This Agreement shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with Clause 15, until the date for the scheduled completion of the Event as set out in Section B of the Agreement (“Term”) when it shall terminate automatically without notice.

5. SPONSORSHIP FEE

5.1 In consideration of the Sponsorship Rights granted to the Sponsor under the Agreement; the Sponsor shall pay the Host a fee as set out under Section B of the Agreement which shall be the Sponsorship Fee, payable in full within 14-days from invoice date or 14-days prior to the event, whichever is sooner and where the Host is permitted to levy a 10% surcharge on the invoiced amount for all payments not made within the 14-day timeline. The Sponsor is to inform the Host in writing of any disputed invoices within 14 days from the date of the relevant invoice.

5.2 All amounts payable to the Host under the Agreement are to be paid free and clear of currency control restrictions, bank charges, fees, duties or other transactional costs, the payment of which shall be the sole responsibility of the Sponsor.

5.3 No deductions may be made from, nor purported right of set-off exercised in relation to the Sponsorship Fee.

6. OBLIGATIONS OF THE SPONSOR

6.1 The Sponsor undertakes to the Host:

1) To exercise the Sponsorship Rights strictly in accordance with the terms of the Agreement. For the avoidance of doubt, the Sponsor shall not be entitled to use or exploit any of the Commercial Rights (other than the Sponsorship Rights) in any way.

2) To use the Event Marks and other branding materials provided by the Host in accordance with the Event Marks Guidelines.

3) To apply any legal notices as required by the Host or as set out in the Event Marks Guidelines on all Sponsor’s Event Materials.

4) To submit to the Host for its prior written approval, not to be unreasonably withheld or delayed, pre-production samples of all the Sponsor’s Event Materials, before their distribution, production, or sale.

5) To ensure that all Sponsor’s Event Materials shall comply in all respects with the samples approved in accordance with Clause 6.1(4).

6) To ensure that the manufacture, packaging, distribution, advertising, and sale of all Sponsor’s Event Materials shall comply with all Applicable Laws and the highest standards of business ethics, in particular those relating to child or prison labour.

7) To immediately at the written request of the Host and at its sole cost, withdraw from circulation any Sponsor’s Event Materials which do not comply with Clause 6.1(2) to Clause 6.1(6).

8) To comply with all Applicable Laws relevant to the exercise of its rights and the performance of its obligations under the Agreement.

9) To provide to the Host, at the Sponsor’s sole cost and expense, all suitable material including artwork of the Sponsor’s Marks in a format and within print deadlines reasonably specified by the Host for it to be reproduced under the control of the Host for the fulfilment of the Sponsorship Rights;

10) Not to apply for registration of any part of the Event Marks or anything confusingly similar to the Event Marks as a trademark for any goods or services.

11) Not to use the Event Marks or any part of them or anything confusingly similar to them in its trading or corporate name or otherwise, except as authorised under the Agreement.

12) Not to do or permit anything to be done which might adversely affect any of the Commercial Rights or the value of the Commercial Rights.

13) To provide all reasonable assistance to the Host in relation to the Host’s exploitation of the Commercial Rights.

14) To use its best endeavours to assist the Host in protecting the Event Marks and not to knowingly do, or cause or permit to be done, anything which may prejudice or harm or which has the potential to prejudice or harm the Event Marks or the Host’s title to the Event Marks or the image of the Event, the Host or the Venue;

15) To notify the Host of any suspected infringement of the Event Marks, but not to take any steps or action whatsoever in relation to that suspected infringement unless requested to do so by the Host.

16) To hold any additional goodwill generated by the Sponsor for the Event Marks as bare trustee for the Host and to assign the same to the Host at any time on request and in any event following termination of the Agreement;

17) To execute any further documentation and provide any assistance, both during the Term and after termination, as may reasonably be requested by the Host to protect the Event Marks. This may include recording the terms of the Agreement or any understanding or obligation under the Agreement on any trademark register or other register, or in any other way.

6.2 The Sponsor appoints the Host to be its attorney to execute any document or do anything which the Sponsor fails to execute or do within seven days of a written request from the Host pursuant to Clause 6.1(15) or Clause 6.1(17). This power of attorney is irrevocable by the Sponsor as long as any of the Sponsor’s obligations under Clause

6.1(15) or Clause 6.1(17)) remain undischarged. The Sponsor shall ratify and confirm everything that the attorney and any substitute attorney does or arranges using the powers granted under this Clause.

6.3 The Sponsor has no right to sub-license, assign or otherwise dispose of any of the Sponsorship Rights, including to its Affiliates, without the Host’s prior written consent.

6.4 The Sponsor shall not engage in joint promotions with any third party in relation to the Event without the Host’s prior written consent.

7. OBLIGATIONS OF THE HOST

7.1 The Host shall organise and host the Event at the digital venue of its choice at its sole cost and expense in accordance with the terms of the Agreement.

7.2 The Host confirms that it shall be responsible for –

7.2.1 arranging the attendance of and payment for all Speakers, consultants, staff, and personnel employed, engaged or appointed by the Host for the Event.

7.2.2 the marketing of the Event to prospective Delegates for the either selling admission tickets or for providing complimentary tickets for entry to the Event.

7.2.3 arranging the Event tickets, stationery, publicity material and advertisements which shall bear the Event Marks for electronic and print materials.

7.3 The Host shall use its reasonable endeavours to deliver or ensure the delivery of each and all of the Sponsorship Rights to the Sponsor.

7.4 The Host confirms that, whenever possible, it will ensure that the Sponsor’s Marks will be present in accordance with the Agreement and that the Sponsor’s Marks are incorporated into all promotional, advertising and publicity material.

7.5 The Host shall comply with all Applicable Laws relevant to its performance of the Agreement as well as any conditions attached to any licences or consents issued in connection with the Event.

7.6 The Host accepts that, regardless of the obligations of the Host to promote the Event within the terms of the Agreement, the Sponsor shall be entitled to advertise, publicise, promote and otherwise commercially exploit its own products, goodwill and reputation through the Sponsor’s association with the Event on and subject to the terms of the Agreement.

7.7 The Host shall not be responsible for any Delegates arrival time, attendance, non-attendance, or late arrival to the Event and has the autonomous authority to amend the estimated number of Delegates anticipated to attend the Event.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each party warrants and undertakes to the other that:

8.1.1. It has full authority to enter into the Agreement and is not bound by any Agreement with any third party that adversely affects the Agreement; and

8.1.2. it has and will maintain throughout the Term, all necessary powers, authority, and consents to enter and fully perform its obligations under the Agreement.

8.2 The Host represents to the Sponsor that:

8.2.1 the Host owns and controls the Event and the Event Marks and that the Sponsor’s use of the Event Marks and its exercise of the other Sponsorship Rights in accordance with the provisions of the Agreement shall not infringe the rights of any third party;

8.2.2 it has entered into a bona fide Agreement for the use of the digital Venue and has made all administrative and financial arrangements necessary for the smooth running of the Event; and

8.2.3 any numbers quoted by the Host for Delegates anticipated to attend the Event are purely estimated numbers and the actual final number of Delegates attending the Event is not guaranteed by the Host.

8.3 The Sponsor represents and warrants that:

8.3.1 it owns or is solely entitled to use the Sponsor’s Marks and any other material supplied to the Host in relation to the Agreement and the Host shall be entitled to see evidence to this effect on request.

8.3.2 the Host’s use of the Sponsor’s Marks will not infringe the rights of any third party; and

8.3.3 it accepts the Host does not guarantee the number of Delegates to attend the Event and agrees it has no right whatsoever to cancel the Agreement or make any demands for refunds or reductions on the financial quantum of the Agreement based upon the quantity of Delegates attending the Event.

9. INDEMNITIES

9.1 In this Clause, a reference to an indemnified party shall include that indemnified party’s subsidiaries, and the provisions of this Clause shall be for the benefit of the indemnified party and each such subsidiary, and shall be enforceable by each such subsidiary, in addition to the indemnified party.

9.2 The Sponsor shall indemnify the Host against all liabilities, costs, expenses, damages and losses including but not limited to any interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses suffered or incurred by the Host arising out of or in connection with:

9.2.1 any claim made against the Host by a third party for actual or alleged infringement of a third party’s Intellectual Property Rights or moral rights arising out of or in connection with the Host’s use of the Sponsor’s Marks in accordance with the Agreement;

9.2.2 any claim made against the Host by a third party arising out of or in connection with the manufacture, production, distribution, handling, advertising, consumption or use of, or otherwise relating to, the Sponsor’s Event Materials, whether or not any claim arises during the Term. For the avoidance of doubt, any approval by the Host of any use of the Event Marks on the Sponsor’s Event Materials, relates only to the use of the Event Marks and does not amount to approval of any the Sponsor’s Event Materials and shall not affect this right of indemnification.

9.3 The Host shall indemnify the Sponsor against all liabilities, costs, expenses, damages and losses including but not limited to any interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses suffered or incurred by the Sponsor arising out of or in connection with any claim made against the Sponsor by a third party for actual or alleged infringement of a third party’s Intellectual Property Rights or moral rights arising out of or in connection with the Sponsor’s use of the Host’s Marks in accordance with the Agreement.

9.4 The indemnities in this Clause 9 shall not cover the indemnified party to the extent that a claim under it results from the indemnified party’s negligence or wilful misconduct.

9.5 If any third party makes a claim, or notifies an intention to make a claim, against an indemnified party which may reasonably be considered likely to give rise to a liability under an indemnity in this Clause 9 (a Claim), the indemnified party shall:

9.5.1 As soon as reasonably practicable, provide written notice of the Claim to the indemnifying party, specifying the nature of the Claim in reasonable detail.

9.5.2 not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the indemnifying party and where such consent is not to be unreasonably withheld or delayed.

9.5.3 give the indemnifying party access at reasonable times on reasonable 30-days prior notice to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the indemnified party, so as to enable the indemnifying party and its professional advisers to examine them and to take copies (at the indemnifying party’s expense) for the purpose of assessing the Claim.

9.6 If a payment due from the indemnifying party under this Clause is subject to tax (whether by way of direct assessment or withholding at its source), the indemnified party shall be entitled to receive from the indemnifying party such amounts as shall ensure that the net receipt, after-tax, to the indemnified party in respect of the payment is the same as it would have been were the payment not subject to tax.

9.7 Nothing in this Clause shall restrict or limit the indemnified party’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.

10. LIMITATION OF LIABILITY

10.1 Nothing in the Agreement shall limit or exclude a party’s liability:

10.1.1 for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors.

10.1.2 for fraud or fraudulent misrepresentation.

10.1.3 for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law; or

10.1.4 under the indemnities set out at Clause 9.2(1), Clause 9.2(2), and Clause 9.3.

10.2 Subject to Clause 10.1, under no circumstances shall a party be liable to the other for any of the following, whether in contract, tort (including negligence) or otherwise:

10.2.1 loss of revenue or anticipated revenue.

10.2.2 loss of savings or anticipated savings.

10.2.3 loss of business opportunity.

10.2.4 loss of profits or anticipated profits.

10.2.5 wasted expenditure; or

10.2.6 any indirect or consequential losses.

10.3 Subject to Clause 10.1, the Host’s maximum aggregate liability in contract, tort (including negligence) or otherwise, however arising, under or in connection with the Agreement shall be limited to £1,000.00 (the Cap), always provided that where any sums are refunded to the Sponsor pursuant to Clause 14, the Cap shall be reduced by the amount of such refund.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 The Host and the Sponsor acknowledge as follows:

11.1.1 All rights in the Sponsor’s Marks, including any goodwill associated with them, shall be the sole and exclusive property of the Sponsor and the Host shall not acquire any rights in the Sponsor’s Marks, nor in any developments or variations of them;

11.1.2 all rights in the Host’s Marks, including any goodwill associated with them, shall be the sole and exclusive property of the Host and, save as expressly provided in Clause 3.1, the Sponsor shall not acquire any rights in the Host’s Marks, including any developments or variations of them.

11.2 All Intellectual Property Rights in and to any materials produced for the Event by or on behalf of the Host or jointly by the Host and the Sponsor shall, with the exception of the Sponsor’s Marks, be the sole and exclusive property of the Host and if the Sponsor acquires, by operation of law, title to any such Intellectual Property Rights it shall assign them to the Host on request, whenever that request is made.

12. INSURANCE

12.1 The Sponsor confirms that it shall arrange a comprehensive insurance policy, at its sole cost, for the following:

12.1.1 loss, theft, or damage to any of the Sponsor’s Products or other materials or goods owned or controlled by the Sponsor; and

12.1.2 to cover any loss, damage or claim arising directly or indirectly from any Speakers, Delegates and the Hosts members of staff and or consultants use of the specific product or services being promoted by the Sponsor, together with all other goods or services associated with the Sponsor’s Marks.

12.2 The Host confirms that it will take out an insurance policy for the Event, including public liability, employer’s liability, and event equipment cover.

13. EVENT CANCELLATION

The Host reserves the right to cancel the Event for any reason, including, without limitation, by reason of a Force Majeure Event. The Host shall notify the Sponsor of the cancellation as soon as possible. The parties agree that he Host shall not be in breach of the Agreement by virtue of that cancellation or abandonment; and on the Host notifying the Sponsor of such cancellation the Agreement shall automatically terminate and the provisions of Clause 16 shall apply, save that the Sponsor shall have the right to negotiate a reduction in the Sponsorship Fee in accordance with Clause 14.

14. RIGHT OF NEGOTIATION OF REDUCTION

14.1 Without prejudice to the other rights of the Sponsor under the Agreement, the parties agree to negotiate a reasonable reduction or refund of the Sponsorship Fee as set out under Clause 14.3, where applicable, if any of the following events occurs during the Term:

14.1.1 Any change in any laws or regulatory provisions which has an adverse impact on the value of the Sponsorship Rights.

14.1.2 cancellation of the Event for any reason excluding a Force Majeure Event.

14.2 The Sponsor shall notify the Host within thirty Business Days from the occurrence of an event as set out in Clause 14.1 (if a specific event or otherwise as soon as practicable) that the Sponsor wishes to obtain a reduction and or refund of the Sponsorship Fee in accordance to the terms set out in Clause 14.3.

14.3 The parties unequivocally agree that if the Host should cancel the Event for any reason as set out in Clause 14.1 then any reduction or refund of the Sponsorship fee to the Sponsor will be entirely based upon the duration of time remaining from the date of signing the Agreement to the date of the Event; where if the Host cancels the event

14.3.1 Within a remaining timeframe of 75% or more then the Host will refund a maximum of up to 75% of the Sponsorship fee.

14.3.2 Within a remaining timeframe of 50% to 74.9% then the Host will refund a maximum of up to 50% of the Sponsorship fee.

14.3.3 Within a remaining timeframe of 25% to 49.9% then the Host will refund a maximum of up to 25% of the Sponsorship fee.

14.4 Any reduction or refund of the Sponsorship Fee in accordance to Clause 14.3 shall be payable by the Host to the Sponsor within sixty days of the Host’s notice issued to the Sponsor under the conditions set out under Clause 14.1.

14.5 The parties unequivocally agree that if the Sponsor should cancel the Event before three months of the event date, 50% of the invoiced amount will be payable. Cancellations made within three months of the event date will be charged at 100% of the invoiced amount. This cancellation policy will come into effect for whatever the reason for the Sponsor’s withdrawal may be.

15. TERMINATION

15.1 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:

1) the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment.

2) the other party commits a material breach of any other term of the Agreement which breach is irremediable or if such breach is remediable fails to remedy that breach within a period of seven days after being notified in writing to do so. However, this seven Business Day period will be reduced to two Business Days if the Host calls upon the Sponsor to remedy the breach within, the seven Business Day period before the Event begins.

3) the other party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement;

4) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts OR being a company or limited liability partnership is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 OR being an individual is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 OR being a partnership has any partner to whom any of the foregoing apply;

5) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors, other than being a company, for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

6) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company.

7) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party being a company;

8) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver.

9) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party.

10) the other party (being an individual) is the subject of a bankruptcy petition or order.

11) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

12) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 15.1(4) to Clause 15.1(11) (inclusive);

13) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

16. CONSEQUENCES OF TERMINATION

16.1 On termination or expiry of the Agreement:

1) The Sponsorship Rights granted by the Host to the Sponsor under the Agreement shall immediately terminate and revert to the Host, save that any licence necessary to enable the Sponsor to exercise the disposal rights in Clause 16.2 shall continue solely for the disposal period;

2) following termination of the Sponsorship Rights and their reversion to the Host the Sponsor shall not exercise the Sponsorship Rights or use or exploit (directly or indirectly) its previous connection with the Host or the Event.

3) within sixty days after the date of termination, the Sponsor shall destroy or, if the Host shall so elect, deliver to the Host or any other person designated by the Host, at the Sponsor’s expense, all Sponsor’s Event Materials in its possession or control;

4) each party shall promptly return to the other any property of the other within its possession or control.

5) each party shall pay to the other any sums that are outstanding and to be accounted for under the Agreement.

6) the following Clauses shall continue in force: Clause 2 (Definitions and interpretation), Clause 9 (Indemnities), Clause 10 (Limitation of liability), Clause 13 (Event cancellation), Clause 16 (Consequences of termination), Clause 18 (Confidentiality) and Clause 22 (Set-off) to Clause 31 (Governing law and jurisdiction).

16.2 Termination of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.

17. FORCE MAJEURE

17.1 A Force Majeure Event means any circumstance not within a party’s reasonable control including and without limitation.

1) Acts of God, flood, drought, earthquake, or other natural disasters.

2) disease, epidemic, outbreak, or pandemic.

3) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off diplomatic relations.

4) nuclear, chemical, or biological contamination or sonic boom.

5) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent.

6) The collapse of buildings, fire, explosion, or accident.

7) any labour or trade dispute, strikes, industrial action or lockouts.

8) non-performance by suppliers or subcontractors; and

9) interruption or failure of utility service.

17.2 Subject to Clause 13 above; if a Party is prevented, hindered or delayed in or from performing any of its obligations under the Agreement by a Force Majeure Event, then the Affected Party shall not be in breach of the Agreement or otherwise liable for any such failure or delay in the performance of such obligations. Accordingly, the Parties unequivocally agree –

17.2.1 The time for the performance of the obligations under the Agreement shall be automatically prolonged in relation to the continued duration of the Force Majeure Event.

17.2.2 the performance period for the obligations under the Agreement shall be further automatically prolonged for a further 12-calendar months, after the official ending of the Force Majeure Event, to enable the Affected Party to fulfil its obligations under the Agreement, at a date suitable to the Host, during this additional 12-calendar month period; and

17.2.3 during the periods set out in Clause 17.2.1 and Clause 17.2.2 above; the Affected Party will not be obligated to make any refunds or reduction on the Sponsorship Fee or any other payments made by the other Party in relation to the Agreement.

17.3 The corresponding obligations of the other party will be suspended, and the time for performance of such obligations extended, to the same extent as those of the Affected Party.

17.4 The Affected Party shall use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations and as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of –

17.4.1 the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Agreement.

17.4.2 the automatic suspension of the Event for the full duration of the Force Majeure Event; and

17.4.3 confirm the Event will be organised and hosted, on a date suitable to the Host, within a 12-calender month period after the official ending of the Force Majeure Event.

17.5 If the Affected Party is unable to perform its obligations under the Agreement within a 12-calendar month period after the official ending of the Force Majeure Event then the other party not affected by the Force Majeure Event may terminate the Agreement by giving four weeks’ written notice to the Affected Party.

18 CONFIDENTIALITY

18.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its employees, officers, representatives or advisers (together with its Representatives) to the other party and that party’s Representatives whether before or after the date of the Agreement in connection with the Agreement, concerning –

1) the existence and terms of the Agreement.

2) any information that would be regarded as confidential by a reasonable businessperson relating to:

i. the business, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party or of any member of the group of companies to which the disclosing party belongs; and

ii. the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs);

3) any information developed by the parties in the course of carrying out the Agreement; and

4) any information detailed in the attached Schedules of the Agreement.

18.2 The provisions of this Clause shall not apply to any Confidential Information that:

1) is or generally becomes available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this Clause);

2) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party.

3) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality Agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;

4) is developed by or for the receiving party independently of the information disclosed by the disclosing party.

18.3 Each party shall keep the other party’s Confidential Information confidential and shall not:

1) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under the Agreement (Permitted Purpose); or

2) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this Clause.

18.4 A party may disclose the other party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

1) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

2) at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this Clause.

18.5 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.

18.6 A party may, provided that it has reasonable grounds to believe that the other party is involved in an activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.

18.7 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this Clause are granted to the other party, or to be implied from the Agreement.

18.8 On termination of the Agreement, each party shall:

1) return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information.

2) erase all the other party’s Confidential Information from computers and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically practicable); and

3) certify in writing to the other party that it has complied with the requirements of this Clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority.

18.9 Except as expressly stated in the Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.

19 DELEGATES DATA AND PERMISSIONS

19.1 When registering for the Event the Delegates agrees that the Host can collect a range of information from the Delegates including (but not limited to) the name of the Delegates organisation, job titles and business contact details, such as email, phone numbers and postal addresses (“the Data”).

19.2 The Delegates accordingly provides consent for the Data to be used, as may be applicable, for –

19.2.1 The Host to share the Data with its Sponsors, other business partners and other attendees of the Event

19.2.2 The Data to be included on the Event Delegates list and Event App

19.2.3 The Host to Share the Data with its commercial partners and other selected external companies for marketing purposes

19.2.4 The Host to send the Delegates emails about its events and our other business media opportunities

19.2.5 The Sponsors to follow up with the Delegates regarding other relevant information on products or services relating to the presentation or any other products or services the Delegates may have expressed an interest in or which the Sponsors believe may be of interest to the Delegates

19.2.6 The Host’s commercial partners to send the Delegates emails regarding their products and services

19.2.7 The Data collected through advertisements or downloadable digital information to be used for the Host internal record keeping, product and service improvement, and for delivering promotional information which the Host believes to be relevant to the Delegates professional positions and businesses and where the Host may also share the Data with commercial partners in connection with the advertisement and the advertisers products or services being advertised

19.2.8 For the Sponsors to scan the Delegates badges when Delegates visit the Sponsors stands either in person at the Event or for the Sponsors to obtain a digital footprint of the Data for the Delegates attending the Virtual Event

20 DATA PROTECTION

20.1 In accordance to the Data Protection Act 1998, the Host is registered with the Information Commissioner’s Office (ICO) as a data controller under registration number ZA257892.

20.2 The General Data Protection Regulation (GDPR) is a regulation in European Union (EU) law on data protection and privacy in the EU and the European Economic Area and is a legal framework that sets guidelines for the collection and processing of personal information from individuals who live in the EU. The Host strives to comply with GDPR for the safeguarding and processing of personal data.

20.3 Under the Agreement, all the Data the Host holds for the Delegate/s is processed by the Host, the Sponsors and other business partners under what is lawfully termed a ‘legitimate interest’, where the Delegate/s of the Event have provided their express authorisation for their personal data to be utilised for marketing, advertising and promotional purposes.

21 ANNOUNCEMENTS

21.1 Subject to Clause 19.2, no party shall make, or permit any person to make, any public announcement, communication or circular (announcement) concerning the Agreement without the prior written consent of the other parties and where such consent is not to be unreasonably withheld or delayed, and where the parties agree they shall consult together on the timing, contents and manner of release of any announcement.

21.2 Where an announcement is required by law or any governmental or regulatory authority, or by any court or other authority of competent jurisdiction, the party required to make the announcement shall promptly notify the other parties. The party concerned shall make all reasonable attempts to agree the contents of the announcement before making it.

22 VALUE ADDED TAX

All sums payable under the Agreement are exclusive of any VAT that may be payable by either party.

23 INTEREST

If a party fails to make any payment due to the other party under the Agreement by the due date for payment, then, without limiting the other party’s remedies under Clause 15, the defaulting party shall pay interest on the overdue amount at the rate of ten percent per annum above the Bank of England (BoE) base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount.

24 SET-OFF

All amounts due under the Agreement shall be paid by the Sponsor to the Host in full without any set-off, counterclaim, deduction or withholding, other than any deduction or withholding of tax as required by law.

25 NO PARTNERSHIP OR AGENCY

25.1 Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party except as expressly provided in the Agreement.

25.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

26 THIRD-PARTY RIGHTS

26.1 A person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

26.2 The rights of the parties to terminate, rescind or agree to any variation, waiver or settlement under the Agreement are not subject to the consent of any other person.

27 DATA PROTECTION

27.1 In accordance to the Data Protection Act 1998, the Host is a registered with the Information Commissioner’s Office (ICO) as a data controller under registration number ZA257892.

27.2 The General Data Protection Regulation (GDPR) is a regulation in European Union (EU) law on data protection and privacy in the Eu and the European Economic Area and is a legal framework that sets guidelines for the collection and processing of personal information from individuals who live in the EU. The Host strives to comply with GDPR for the safeguarding and processing of personal data.

27.3 Under the Agreement, the personal data we hold is processed by the Host, the Sponsors and our other business partners under what is lawfully termed a ‘legitimate interest’, where the Delegates of our events have provided their express authorisation for their personal data to be utilised for marketing, advertising and promotional purposes.

28 VARIATION

No variation of the Agreement shall be effective unless it is in writing and signed by the parties or their authorised representatives.

29 ASSIGNMENT AND OTHER DEALINGS

This Agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement.

30 WAIVER

No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

31 SEVERANCE

31.1 If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of the Agreement.

31.2 If any provision or part-provision of the Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

32 ENTIRE AGREEMENT

32.1 This Agreement constitutes the entire Agreement between the parties and supersedes and extinguishes all previous Agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

32.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.

33 NOTICES

33.1 Any notice (including notices in proceedings) given to a party under or in connection with this contract shall be in writing and shall, in accordance to the details set out in Section A, be either:

33.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business; or

33.1.2 delivered by email to the Sponsor’s or Sponsor’s Agent (as applicable) email address or delivered by email to the Host’s email address.

33.2 Any notice delivered by hand shall be deemed to have been received on the signature of a delivery receipt or at the time the notice is left at the proper address.

33.3 Any notice sent by pre-paid first-class post or other next working day delivery service, will be deemed delivered at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

33.4 Any notice delivered by email –

33.4.1 will be deemed to have been received by the other party at the time the sending party sent the email, on condition that the correct email address was used and that the email did not bounce back or was returned to the sender as ‘undeliverable’;

33.4.2 will be deemed to have been received by the other party at the time of sending the email on condition that the email was sent during the other party’s normal opening hours, and on condition that the correct email address was used and the email did not bounce back or was returned to the sender as ‘undeliverable’;

33.4.3 outside the receiving party’s normal working hours will then be deemed to have been received by the receiving party on the next standard working day of the receiving party.

33.5 The parties agree to inform each other of any change of their respective notice address or email notice details within 14-days of such an amendment.

34 GOVERNING LAW

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

35 JURISDICTION

This contract has been entered into on the date stated at the beginning of it.

EVENT TICKET AGREEMENT

AGREEMENT FOR LIVE & VIRTUAL EVENTS - Publication Date: August 2021

1. INTRODUCTION

1.1 ENGAGE BUSINESS MEDIA LIMITED (EBM) (“EBM”, “we”, “us”, “our”) is a company registered in England and Wales under company number 08636460, with registered offices at 2 Esher Road, Hersham, Surrey, KT12 4JY, United Kingdom (“UK”).

1.2 This Agreement sets out the terms and conditions applicable to purchases of Ticket(s) from us and for Ticket(s) issued free of charge under our Complimentary Entry policy (“Complimentary Entry”).

1.3 We operate an online marketplace where you can purchase tickets to Live Events or Virtual Events organised on behalf of EBM or on behalf of our sponsors (“the Events”).

1.4 “Live Event” is a business seminar conducted from a physical venue where the event is owned and hosted by us or the event is owned by our sponsors and organised by us.

1.5 “Virtual Event” means an online virtual business conference owned, hosted, and organised by us or an online virtual business conference owned by our sponsors and organised by us. The venue for the Virtual Event is the New Media Uniform Resource Locator (URL) address where the Event is to take place online digitally and where such virtual venue is selected at our sole discretion and may be autonomously amended by us.

1.6 “Delegates” means persons or business professionals who either purchase Tickets(s) or receive Complimentary Entry to attend the Events either in their personal capacity or on behalf of a company or business to benefit from the content of the Events and where the Delegates are not permitted to promote a service or offering or product in association with the Event or at the Event.

1.7 “Speakers” means business experts selected, organised and paid-for by us, or our sponsors, and where the Speakers talk at the Event.

1.8 The term “Ticket(s)” means the Event tickets for sale by us and purchased by Delegates wishing to attend the Event and where all Ticket(s) sold by us are classified as Digital Ticket(s). If you are making a Ticket(s) purchase, the Agreement also incorporates our website Terms of Use.

1.9 The term “Complimentary Entry” is when we offer Ticket(s) to Delegates for the Event free of charge.

1.10 “Digital Ticket(s)” means Ticket(s) which are sent electronically to you (“e-delivery”) where the Ticket purchasers are required to show the Digital Ticket(s) with proof of identity (such as a passport or driver’s licence) in order to gain entry to the Event.

1.11 “Supplier Ticket(s)” or “Vendor Ticket(s)” means paid for industry ticket(s) specifically issued to any person, employee, contractor or agent of an organisation who has a commercial service, offering or product directly associated with the Event.

1.12 “Organisation” means a company, business, enterprise, or other legal entity.

1.13 “Event Sponsor(s)” means the organisation(s) that has full official branding affiliation with the Event as the main promoter(s) in association with us.

1.14 “Event Partner(s)” means organisation(s) that has partial official branding affiliation with the Event in association with us.

1.15 If you are purchasing or wish to purchase Accessible Ticket(s) for Live Events, please contact us for further information and please note that further terms may apply to Accessible Ticket(s) in addition to the Agreement.

1.16 The number and type of Ticket(s) allocated for sale by us vary on an event by event basis.

1.17 We sell Ticket(s) from several distribution points, including online (desktop, mobile website, and App) and call centres. All our distribution points access the same ticketing system and ticket inventory, therefore Ticket(s) for popular events may sell-out quickly.

1.18 Please note, Ticket(s) cannot be refunded after purchase, save as set out in clauses 10 or 11 of the Agreement.

1.19 Nothing in the Agreement affects your statutory rights. For further information about your statutory rights, please contact the Citizens Advice Bureau.

1.20 The Agreement does not apply to any purchases made from any other third parties. If you have any queries or complaints regarding your purchase of tickets from any other third parties, please contact them directly.

2. INTERPRETATION

2.1 The terms “including”, “include”, “in particular”, “e.g.” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2.2 The headings used within the Agreement are for reference purposes only and do not affect its interpretation. Clause references in these terms and conditions are references to the clause of these terms and conditions of the Agreement.

3. LEGALLY BINDING CONTRACT

3.1 In order to purchase Ticket(s) or accept Complimentary Entry from us, you must be at least 18 years old and able to enter into legally binding contracts in your personal capacity or on behalf of the organisation you work for or represent. You should read the Agreement carefully before you make any Ticket(s) purchase or accept any Complimentary Entry from us.

3.2 Any Ticket(s) purchase from us or acceptance of a Complimentary Entry from us forms a legally binding contract that is subject to –

i. the Agreement.

ii. any special terms and conditions stated to be applicable to the Event.

iii. other terms and conditions of the Event Sponsor(s) or Event Partner(s) and/or the Event.

iv. any venue terms and conditions (including conditions of entry); and

v. any the terms and conditions set out on our website(s).

3.3 By purchasing a Ticket(s) from us or accepting a Complimentary Entry from us, you acknowledge you have read, understood, and agree to be bound by the terms and conditions of the Agreement. If you do not agree with the Agreement or any other applicable terms and conditions, or if you cannot comply with any of them, then you must not make the Ticket(s) purchase or accept a Complimentary Entry from us.

3.4 We reserve the right from time to time to make changes to the Agreement. Where we make any such changes, we shall post the updated version of the Agreement on our website. Therefore, we recommend you check the Agreement regularly to stay informed of its current terms and conditions. All purchases are subject to the applicable version of the Agreement that was published at the time of purchase. If you do not agree with any revised version of the Agreement, or if you cannot comply with it, then you must not make a purchase.

4. TICKET BOOKING FORMS, PRICES AND PAYMENT

4.1 If you are making a Ticket(s) purchase on behalf of an organisation you work for or represent then you warrant you have the authority to bind that organisation where the Agreement and references to “you” refer and apply to that organisation.

4.2 In order to purchase a Ticket(s) for the Event you are obligated to initially complete, sign and submit a Booking Form to us where you can either make payment for your Ticket(s) online, request an invoice or pay for Ticket(s) by telephone.

4.3 Your submission of your Booking Form to us constitutes an offer by you to purchase a Ticket(s) for the Event from us in accordance to the Agreement.

4.4 When we receive your Booking Form; we will provide you with an electronic notification of receipt and confirm your Ticket(s).

4.5 Your contract for purchase under the Agreement starts once we have confirmed your order and ends immediately after completion of the Event for which you have purchased Ticket(s).

4.6 When a Booking Form is submitted to us and you have not made full payment for the Ticket(s) then following our confirmation of our receipt of the Booking Form we will also send you an electronic invoice for the full price outstanding for the Ticket(s) for the Event.

4.7 You must pay us for the purchase of the Ticket(s) in accordance to our confirmation of receipt of your Booking Form as per the payment date set out in our invoice sent to you or your payment must be received by us prior to the date of the Event, whichever date is the sooner; and where your agree your payment to us for the Ticket(s) is obligatory upon our confirmation and regardless of your or any other Delegate(s) attendance of the Event.

4.8 You agree the purchase of the Ticket(s) for the Event is strictly non-refundable regardless of your or any other Delegate(s) attendance of the Event.

4.9 If you do not receive an order confirmation after submitting your Booking Form and or payment information, or if you experience an error message or service interruption after submitting your Booking Form or payment information, then it is your responsibility to confirm your booking and payment by contacting us by telephone or by email as only you may be aware of any problems that may occur during the purchase process. We will not be responsible for any costs or losses you incur if you assume that an order was or was not placed because you failed to receive an order confirmation.

4.10 All prices for Ticket(s) offered for sale from us are in British Pound Sterling are exclusive of VAT and where VAT is only charged where applicable.

4.11 Accepted methods of payment include Visa, MasterCard and American Express debit or credit cards.

4.12 All purchases are subject to credit or debit card verification (if applicable), other security checks, and collection of payment by us. Your order may be cancelled if it has not passed our verification process or if payment is not received in full. In rare circumstances, if your payment is recalled by the associated bank or payment provider, we reserve the right to cancel and refund any order for which an order confirmation has been sent. We accept no responsibility or liability for such cancellations, as these are outside our control.

4.13 Whilst we try to ensure that all advertised prices are accurate, errors may occur. If we discover an error in the price of any Item you have ordered, we will inform you as soon as possible and give you the option of confirming your order at the correct price (in which case we will credit or debit you as applicable) or cancel your order (in which case you will receive a full refund). If we are unable to contact you to confirm your order at the correct price, you agree that we may treat the order as cancelled and issue you with a full refund, without any further liability.

4.14 In many circumstances, Ticket(s) prices are set at the time of the initial on-sale and stay the same until the Event. However, some Ticket(s) are “market-priced,” and so Sale Prices may increase or decrease at any time, based on demand. This is similar to how airline tickets and hotel rooms are sold and is commonly referred to as “Dynamic Pricing”. You will not be entitled to a refund or credit if (i) the Sale Price you paid for a Ticket(s) was at any time before you purchased your Ticket(s) less than the Sale Price you paid; or (ii) the Sale Price of any other Ticket(s) to the relevant event (whether in the same price category or otherwise) is/are subsequently reduced after you purchase your Ticket(s).

4.15 It is prohibited to obtain or attempt to obtain any Ticket(s) through unauthorised use of any robot, spider or other automated device or software, or through unauthorised framing or linking to any website, or through any other illegal or unauthorised activity. We reserve the right to cancel any orders that we reasonably suspect to have been made in breach of the Agreement, without any notice to you, and any and all Ticket(s) obtained as part of such orders will be void.

4.16 To prevent fraud and protect us, we reserve the right to carry out checks and/or request that additional information be provided in order to verify purchases. We reserve the right to cancel any orders that we reasonably suspect to have been made fraudulently, without any notice to you, and any and all Ticket(s) obtained as part of such orders will be void.

4.17 Please ensure that you read the full Ticket(s) description details and are happy with your selection prior to purchase as we may be unable to rectify issues arising because of your mistake.

4.18 Please note, all seating maps and charts displayed during the purchase process are for guidance only and reflect the general layout for the venue for particular events. For some events, the layout and specific seat locations may vary without notice.

5. COMPLIMENTARY TICKETING

5.1 From time to time we may offer Ticket(s) for the Event at no charge (“Complimentary Entry”).

5.2 When you apply to us for Complimentary Entry then you are confirming on behalf of the organisation you represent that you have the authority to bind that organisation to the Agreement and references to “you” refer and apply to that organisation.

5.3 In order to obtain Complimentary Entry for the Event you are obligated to initially complete, sign and submit a Booking Form to us.

5.4 Your submission of your Booking Form to us constitutes a booking of the Complimentary Entry/ Entries for the Event in accordance to the Agreement on a no charge basis.

5.5 When we receive your Booking Form; we will provide you with an electronic notification of receipt and or a Complimentary Entry Digital Ticket at no charge to you.

5.6 Your contract under the Agreement starts once we have confirmed your order and ends immediately after completion of the Event for which you have received the Complimentary Entry.

5.7 If you do not receive an booking confirmation after submitting your Booking Form, or if you experience an error message or service interruption after submitting your Booking Form, then it is your responsibility to confirm your booking by contacting us by telephone or by email as only you may be aware of any problems that may occur during the booking process. We will not be responsible for any costs or losses you incur if you assume that a booking was or was not placed because you failed to receive an order confirmation.

6. TICKET(S) ISSUING AND BADGES

6.1 All Purchased Ticket(s) and Complimentary Entry tickets are classified as Digital Ticket(s) which means that all Ticket(s) are sent electronically to you and where the Ticket(s) purchaser or Complimentary Entry ticket(s) holder is required to show provide proof of identity (such as a passport or driver’s licence) in order to gain access to the Event.

6.2 At a Live Event you will be issued with an RFID (radio frequency identification) chipped badge at registration, if your badge is scanned at the event you are providing consent for your contact details to be shared with the Speakers, Delegates and Event Sponsor(s) and Event Partner(s); and where you may also be asked by an Event Sponsor(s) or Event Partner(s) when visiting their stand if they can scan your RFID badge. If you agree you are providing consent for them to follow up with you regarding relevant information on products or services which you may have discussed with them or they believe may be of interest to you.

7. TICKET TRANSFER

7.1 We may offer “Ticket(s) Transfer” for some events. You can use Ticket(s) Transfer, where available, to transfer Ticket(s) you have purchased to other Delegate(s) by emailing or calling us.

7.2 You are permitted to transfer Ticket(s) and Complimentary Entry ticket(s) at no additional charge and where such transfer(s) is made exclusively to people from the organisation you work for as specified on your Booking Form and where such transfer(s) are strictly subject to the acceptance of EBM.

7.3 By using Ticket(s) Transfer to transfer a Ticket(s) you have purchased, you are only facilitating another person using that Ticket(s) as set out in clause 7.2 above and where the Agreement (and associated rights and obligations) for the purchase of that Ticket(s) remains between us and you, regardless of the Ticket(s) being transferred using Ticket(s) Transfer.

7.4 We may cancel any transferred Ticket(s) and transferred complimentary Entry ticket(s) if we have grounds to suspect they were obtained fraudulently, unlawfully or otherwise in violation of this clause 7, or any other provisions of the Agreement or any other applicable terms and conditions.

7.5 IMPORTANT: Once a recipient accepts your Ticket(s) Transfer invitation you will not be able to

(i) use your original Ticket(s) for event entry.

(ii) cancel or otherwise get the transferred Ticket(s) back.

7.6 If an event is cancelled, rescheduled, or materially altered, only the original purchaser of a transferred Ticket(s) will be entitled to any refund or credit available under clause 10 and clause 11.

7.7 We will only deal with the original purchaser of a transferred Ticket(s) or transferred Complimentary Entry ticket(s) in respect of all matters relating to the ticket(s) and the Event for which it is issued. It is the responsibility of the original purchaser of a Ticket(s) or holder of the Complimentary Entry ticket(s) to keep all the recipients of any transferred Ticket(s) updated with any information we provide to the original purchaser or holder.

7.8 To the maximum extent permitted by law, any liability we may have in connection with a Ticket(s) will only be owed to the original purchaser of the Ticket(s), and not to any recipient to whom that Ticket(s) may have been transferred (whether using Ticket(s) Transfer or otherwise).

8. TICKET RESALE

8.1 Under no circumstances whatsoever are you permitted to resell purchased Ticket(s) or Complimentary Entry ticket(s) you have received for the Event to any other person or organisation.

9. TICKET RIGHTS AND OBLIGATIONS

9.1 Any purchased Ticket(s) or Complimentary Entry ticket(s) you receive from us remains the property of EBM and is a personal revocable licence which may be withdrawn, and admission refused at any time.

9.2 We have the unanimous right to decline any Ticket(s) purchase or application for Complimentary Entry if the submitted Booking Form does not meet our registration criteria.

9.3 When you receive your electronic confirmation for Ticket(s) or Complimentary Entry ticket(s), please keep them in a safe place. We will not be responsible for any ticket(s) that are lost, stolen, damaged or destroyed following our delivery of the ticket(s) to you. Furthermore, we strongly recommend that you do not post pictures or details of your Ticket(s) online as this may allow third parties to counterfeit your ticket(s) or otherwise compromise the integrity of the ticket(s) and we will not be liable if you are refused entry to the Event as a result.

9.4 You acknowledge that lost, stolen, damaged or destroyed ticket(s) may not be able to be replaced where policies set by an Event Sponsor(s) prohibit us from issuing replacement ticket(s). For example, for general admission events where there is a possibility that both original and any replacement tickets may be used to gain entry, which may compromise the licensed capacity of the venue. If we are able to issue replacement ticket(s), we may charge you a reasonable administration fee.

9.5 Where your ticket(s) are for allocated seats, you have a right only to seats of a value corresponding to that stated on the ticket(s). We or the Event Sponsor(s) or venue reserve the right (whether before or during the Event) to provide alternative seats to those initially allocated to you or specified on the Ticket(s).

10. EVENT CANCELLATIONS AND ALTERATIONS

10.1 If an event is cancelled, rescheduled, or materially altered, we will use reasonable endeavours to notify you once we have received the relevant information. However, we cannot guarantee that you will be informed of such cancellation, rescheduling or alteration before the date of the Event. It is your responsibility to ascertain whether an event has been cancelled, rescheduled, or altered and the date and time of any rescheduled event.

10.2 Cancellation: If an event for which you have purchased Ticket(s) or received Complimentary Entry tickets is cancelled (and not rescheduled), your order will be cancelled, and purchased Ticket(s) will be refunded up to the Sale Price of the Ticket(s). If you have purchased Ticket(s) for an event which takes place over several days and one or more days (but not all days) are cancelled, you may only be offered a proportionate partial refund.

10.3 Rescheduling: If an event for which you have purchased Ticket(s) or received Complimentary entry ticket(s) is rescheduled, then the ticket(s) will usually be valid for the new date (or you will be offered ticket(s) of a value corresponding with your original ticket(s) for the rescheduled event, subject to availability. If you notify us within seven days (“the Cancellation Deadline”) that you are unable to attend the rescheduled event, you will be able to cancel your order and obtain a refund of the Sale Price of your Ticket(s). Failure to notify us that you are unable to attend the rescheduled event within the Cancellation Deadline of the rescheduling announcement will be deemed to be a reconfirmation of your order for Ticket(s) for the rescheduled event, and you will not be able to claim a refund.

10.4 Material Alteration: If an event for which you have purchased Ticket(s) is “materially altered” (as defined in clause 10.5 below), purchased Ticket(s) and Complimentary Entry tickets will usually be valid for the altered event (or you will be offered ticket(s) of a value corresponding with your original ticket(s) for the altered event, subject to availability. If you notify us within the Cancellation Deadline (of seven days) from the date of such announcement that you do not wish to attend the altered event, you will be able to cancel your order and obtain a refund of the Sale Price of your purchased Ticket(s). Failure to notify us within the Cancellation Deadline that you do not wish to attend the altered event will be deemed to be a reconfirmation of your order for purchased Ticket(s) for the altered event, and you will not be able to claim a refund.

10.5 For the purposes of the Agreement, a “material alteration” is a change (other than a rescheduling) which, in our reasonable opinion, makes the Event materially different to the Event that purchasers of Ticket(s), taken generally, could reasonably expect. In particular, please note that the following are not deemed to be “material alterations”: the use of stand-in Speakers; adverse weather conditions; changes of any supporting Event Sponsor(s); changes to Speakers for the Event; curtailment of the Event where the majority of an event is performed in full; and delays to the starting of the performance of an event.

10.6 To claim a refund under clause 10.2, 10.3 or 10.4, please contact us by email or by telephone.

10.7 Refunds will be made using the same means of payment as you used for the initial purchase.

10.8 We reserve the right to postpone or cancel the Event for any reason, including, without limitation, by reason of a Force Majeure Event. We shall notify you of the postponement or cancellation as soon as possible.

11. STATUTORY RIGHT TO CANCEL

11.1 Ticket(s) cannot be cancelled, exchanged or refunded after purchase, save in the circumstances set out in clause 10 or clause 11.

11.2 To exercise your right to cancel, you must inform us of your decision to cancel your purchase contacting via email or by telephoning our call centre.

11.3 To meet the relevant Cancellation Deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period, as set out in clause 10.3, has expired.

11.4 If you cancel a purchase under this clause 11, we will generally reimburse to you all payments received from you.

11.5 We will make necessary refunds under this clause 11 without undue delay, and no later than 14 days after the day that we are informed about your decision to cancel your purchase within the required timeframe set out under clause 10.3.

11.6 We will make the reimbursement using the same means of payment as you used for the initial purchase unless you have expressly agreed otherwise. In any event, you will not incur any fees as a result of the refund.

12. TICKET RESTRICTIONS

12.1 When purchasing Ticket(s) from us, you may be limited to a specified number of Ticket(s) for each event. This policy is in effect to discourage and prevent unfair ticket buying practices. Ticket(s) may be restricted to a maximum number per delegate/ organisation or per credit/ debit card. We reserve the right to cancel any order(s) for Ticket(s) purchased in excess of our relevant limits without notice.

12.2 Ticket(s) may be sold subject to certain restrictions on entry or use, such as restricted, obstructed or side view or a minimum age for entry. Any such restrictions will be displayed or otherwise notified to you before or at the time of booking. It is your responsibility to ensure that you read all notifications and other important information displayed or notified to you as part of the purchase process. We will not be responsible if you or any Delegate(s) under your booking are refused admission because of a failure to meet or prove that you or they meet any restrictions (e.g. a minimum age requirement).

12.3 You are not entitled to purchase any Ticket(s) as a trader acting during business with the intention of reselling your Ticket(s) for profit unless formal written permission is given by EBM in advance. If we discover or have reason to suspect that you have purchased and intend to resell, or have sold Ticket(s) in breach of this clause, we reserve the right to cancel your Ticket(s) without notice.

12.4 You may not resell your Ticket(s). In addition, we may restrict or prohibit the transfer of tickets for some events. Any resale or transfer (or attempted resale or transfer) of a ticket in breach of the applicable law or any restrictions or prohibition imposed us is grounds for seizure or cancellation of the Ticket(s).

12.5 Discounted Ticket(s) passes, and Complimentary Entry tickets are not available for purchase for the purpose of a person or organisation wishing to evaluate the Event for future sponsorship.

12.6 Ticket(s) purchases are strictly not refundable to any Delegate(s) or organisations for non-attendance of the Event.

13. OWNERSHIP ON INTELLECTUAL PROPERTY

13.1 The Event(s) contain content and intellectual property which is exclusively owned by EBM and or our Event Sponsor(s) or Event Partner(s). Without limitation this content includes images, illustrations, designs, icons, photographs, video clips, sounds, text, data, and other materials displayed. All content and intellectual property for the Events is protected by copyright, trademark and or other proprietary rights belonging to EBM and or our Event Sponsor(s) or Event Partner(s).

13.2 Use of EBM or any of our Event Sponsor(s) or Event Partner(s) trademarks and other intellectual property is subject to the express prior written consent of the owner. Ticket(s) purchased from us may not:

13.2.1 be used for advertising, promotions, contests, or sweepstakes (or for other such similar commercial gain); and/or

13.2.2 be combined with any hospitality, travel, or accommodation service and/or any other merchandise, product or service to create a package for sale or other distribution,

14. EVENT TIMINGS AND ADMISSIONS

14.1 Please note that advertised start times of events are subject to change. Also, door opening and closing times stated in relation to an event are not indicative of the Event’s start or end time, all of which remain at our or the relevant Event Sponsor(s) discretion and may be subject to change.

14.2 Ticket(s) are sold subject to us or the Event Sponsor(s) right to alter or vary the programme of the Event due to events or circumstances beyond our reasonable control without being obliged to refund monies or exchange tickets, unless such change is a material alteration as described in clause 10, in which case the provisions of that clause shall apply.

14.3 Generally, every effort to admit latecomers will be made at a suitable break in the Event, but admission cannot always be guaranteed.

14.4 For Live Events, we will always supply Delegate Badges to all valid Ticket holders for the Event and where the Delegate(s) agree to wear these Delegate Badges during the Event. The Delegates Badges are issued on the strict basis that the Delegate Badges may only be worn by the registered Delegate(s) and is not permitted to be passed on or shared with any other person and where any misuse of the Delegate Badges can result in us denying access to the registered Delegate(s) or ejecting the registered Delegate(s) from to the Event.

14.5 The event venue may conduct security searches of you and other persons for safety and security purposes and/or may refuse admission to persons (including you) for breaching or for suspected breach of any terms and conditions of ours, the Event or the Event Sponsor(s).

14.6 You are responsible for ensuring your own safety and security whilst attending the Event and we shall not be liable for any loss or damages suffered by you or any other Delegate(s) or person(s) you have purchased Ticket(s) for the Event.

14.7 Admission to all events is subject to the terms of admission of the relevant venue, and certain items (e.g. laser pens, mobile phones, dogs (except guide dogs) and patrons’ own food and drink) may be prohibited. Please check with the venue directly. The unauthorised use of photographic and/or recording equipment at events is also prohibited. Any unauthorised photos, videos and/or recordings may be destroyed or deleted. The use of drones or similar equipment for any reason in, at or near the Event venue is strictly prohibited.

14.8 Breach of any of venue terms and conditions or any unacceptable behaviour likely to cause damage, nuisance or injury shall entitle us or the Event Sponsor(s) to eject you from the venue.

14.9 We and our Event Sponsor(s) reserve the right to refuse admission to the venue, or to remove any person from the venue for reasons of public safety, any unacceptable behaviour likely to cause damage, nuisance or injury, or for any breach of our or the Event Sponsor(s) terms and conditions.

14.10 Unless expressly authorised by us or the Event Sponsor(s), there will be no pass-outs or re-admissions of any kind.

14.11 By attending the Event, you and other Delegate(s) or persons understand and agree to being photographed, filmed and/or recorded in relation to the Event. You and other Delegate(s) understand and agree that resulting photographs, videos, audio recordings and/or audio-visual recordings may be used in any and all media for any purpose at any time throughout the world (however, you may object to such use by making a specific request to us via email or by calling our call centre.

14.12 Special effects, which may include sound, audio-visual, pyrotechnic effects, or lighting effects may be featured at an event, which may not be suitable for those with photosensitive epilepsy, or similar conditions.

15. WARRANTIES AND INDEMNITIES

15.1 You represent and warrant that the information that you submit to us in relation your Booking form is true, accurate and complete and you will not use any false information, including contact information. You further warrant and represent that you are aged 18 years or over and can enter into legally binding contracts.

15.2 You represent and warrant that in purchasing a Ticket(s) from us you shall comply with all applicable laws and regulations, along with the terms of the Agreement and all of our other applicable terms and conditions.

15.3 You hereby indemnify and hold harmless us and our affiliates including Event Sponsor(s) and event Partner(s) along with their respective officers, directors, employees and agents (the “Indemnified Parties”) for any losses, damages, expenses (including reasonable legal fees), liabilities, claims and/or demands arising out of or in connection with your or the organisation’s breach of the Agreement or any other applicable terms and conditions, breach of any applicable laws or regulations, or breach of any third party rights.

15.4 You further indemnify and hold harmless the’ Indemnified Parties’ for the Delegate attendance numbers at the Event on the basis that any Delegate numbers quoted by the ‘Indemnified Parties’ are purely estimates where the final number of Delegates attending the Event is not guaranteed. You further agree that you have no right whatsoever to cancel the Agreement or make any demands for refunds or reductions on the Ticket(s) value based upon the quantity of Delegates attending the Event.

16. LIMITATION OF LIABILITY

16.1 To the maximum extent permitted by law, we (including our affiliates, parent undertakings, subsidiaries, and their respective officers, directors, employees, agents, legal representatives and sub-contractors) and our relevant Event Sponsor(s) and Event Partner(s) shall not be liable for any loss, injury or damage to any person or Delegate(s) (including you) or property howsoever caused (including by us and/or by the Event Sponsor(s) and Event Partner(s)):

a) in any circumstances where there is no breach of contract or a legal duty of care owed by us or the Event Sponsor(s) and Event Partner(s).

b) in circumstances where such loss or damage is not directly as a result of any such breach (save for death or personal injury resulting from our or the Event Sponsor(s) and Event Partner(s) negligence); or

c) to the extent that any increase in any loss or damage results from your negligence or breach by you of any of the terms of the Agreement and/or any other applicable terms and conditions and/or any applicable laws or regulations.

16.2 To the maximum extent permitted by law, we (including our affiliates and their respective officers, directors, employees, agents, legal representatives and sub-contractors) and the Event Sponsor(s) and Event Partner(s), shall not be liable for any indirect or consequential losses or loss of data, profits, revenue, earnings, goodwill, reputation, enjoyment or opportunity, or for distress, or any exemplary, special or punitive damages, arising directly or indirectly and/or any purchases made under the Agreement. In particular please note that:

a) Personal arrangements and expenditure, including travel, accommodation, hospitality and other costs and expenses incurred by you relating to an event which have been arranged by you are at your own risk, and neither we nor the Event Sponsor(s) and Event Partner(s) shall be responsible or liable to you for any wasted or unrecoverable costs or expenditure in relation to such personal arrangements, even if caused as a result of the cancellation, rescheduling or alteration of an event for which you have purchased tickets under the Agreement;

b) neither we nor the Event Sponsor(s) and Event Partner(s) shall be responsible or liable to you for any loss of enjoyment or amenity, including where an event has been cancelled, rescheduled, or altered; and

c) neither we nor the Event Sponsor(s) and Event Partner(s) shall be responsible or liable to you (and you will not be entitled to any refund) if admission to a venue or event is refused or revoked at any time as a result of your breach of the Event Sponsor(s) and Event Partner(s) terms and conditions.

16.3 Unless otherwise stated in this clause 16, our and the Event Sponsor(s) and Event Partner(s) liability to you or any Delegate(s) or other person(s) in connection with an event (including, but not limited to, for any cancellation, rescheduling or alteration of an event) and any Ticket(s) you have purchased shall be limited to the price paid by you for the Ticket(s).

16.4 We are not liable for any views, acts or omissions by Event Sponsor(s), Event Partner(s), Speakers and or Delegates at the Event. Any information given or distributed with the Event does not constitute advice of any kind and should not be relied upon you or by any Delegate(s) or other person(s).

16.5 We are not responsible for any internet connection errors experienced while using our Services or while viewing a Virtual Event and Live Event.

16.6 We are not responsible for the actions or failures of any Venue, Speaker, Promoter, Delegate or Event Sponsor(s) and Event Partner(s). Under no circumstances shall we be liable for death or personal injury suffered by you or your Delegate(s) or any other person(s) arising out of attendance at an event, unless caused by our negligence. Neither shall we be liable for any loss or damage sustained to any property or belongings of yours or any Delegate(s) or other person(s) under your booking and attending an event.

16.7 Nothing in the Agreement seeks to exclude or limit our or Event Sponsor(s) and Event Partner(s) liability for death or personal injury caused by the Event Sponsor(s) and Event Partner(s) negligence, fraud or other type of liability which cannot by law be excluded or limited.

16.8 Our maximum liability in contract, tort or otherwise (including any liability for any negligent act or omission) arising out of or in connection with our obligations under the Agreement shall be limited to the amount of the Ticket(s) sale fee, where applicable.

16.9 You and the organisation specified on the Booking Form (as applicable) hereby agree to be jointly liable for all your obligations under the Agreement.

17. FORCE MAJEURE

17.1 A Force Majeure Event means any circumstance not within our reasonable control including and without limitation –

1) Acts of God, flood, drought, earthquake, or other natural disasters.

2) disease, epidemic, outbreak, or pandemic.

3) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off diplomatic relations.

4) nuclear, chemical, or biological contamination or sonic boom.

5) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota, or prohibition, or failing to grant a necessary licence or consent.

6) The collapse of buildings, fire, explosion, or accident.

7) any labour or trade dispute, strikes, industrial action or lockouts.

8) non-performance by suppliers or subcontractors; and

9) interruption or failure of utility service.

17.2 Subject to clause 10 above; if we are prevented, hindered or delayed in or from performing any of our obligations under the Agreement by a Force Majeure Event, then we shall not be in breach of the Agreement or otherwise liable for any such failure or delay in the performance of such obligations. Accordingly, you agree –

17.2.1 The time for the performance of the obligations under the Agreement shall be automatically prolonged in relation to the continued duration of the Force Majeure Event.

17.2.2 the performance period for the obligations under the Agreement shall be further automatically prolonged for a further 12-calendar months, after the official ending of the Force Majeure Event, to enable us to fulfil our obligations under the Agreement, at a date suitable to us, during this additional 12-calendar month period; and

17.2.3 during the periods set out in clause 17.2.1 and clause 17.2.2 above; we will not be obligated to make any refunds for purchased Ticket(s) to you in relation to the Agreement.

17.3 Your corresponding obligations will also be suspended, and the time for performance of such obligations extended, to the same extent as provided to us under this clause 17.

17.4 We shall use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of our obligations and as soon as reasonably practicable after the start of the Force Majeure Event, notify you in writing of –

17.4.1 the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of our obligations under the Agreement.

17.4.2 the automatic suspension of the Event for the full duration of the Force Majeure Event; and

17.4.3 confirm the Event will be organised and hosted, on a date suitable to us, within a 12-calender month period after the official ending of the Force Majeure Event.

17.5 If we are unable to perform our obligations under the Agreement within a 12-calendar month period after the official ending of the Force Majeure Event then you may terminate the Agreement and request a refund for your purchased Ticket(s) within a fixed period of 14-days after the 12-calendar month extension period has expired.

17.6 We will not be liable to you for failure to perform any of our obligations under the Agreement to the extent that the failure is caused by a force majeure event as set out under this clause. This clause does not affect the terms of any clauses specifically providing for a right of refund.

18. REFUNDS IN RELATION TO COVID-19

18.1 Where you are unable to attend a Live Event for which you have a ticket due to complying with government guidance to self-isolate during the date of that event, for example:

a) because you have tested positive for Covid-19,
b) or because you have been notified via the NHS Test and Trace App that you may have come into contact with someone who has contracted Covid-19,

you shall be entitled to a full refund for the ticket.

18.2 The ticket holder must contact us prior to the start of the event and we may request that the ticket holder provides evidence to show, to our reasonable satisfaction, that they were unable to attend the event for these reasons before we will agree to process a refund.

18.3 Where you are unable to attend an event in any other circumstance to those set out above, Engage Business Media’s usual ticket refund policy will apply.

19. QUERIES, COMPLAINTS AND DISPUTE RESOLUTION

19.1 If we need to contact you, we will use your Booking Form contact details. It is your responsibility to inform us immediately of any changes to your contact details, whether before or after receipt of the ticket(s). In particular, please ensure that you provide us with a valid business email address as this is our preferred method of contacting you. You should also be aware that your email mailbox settings may treat our emails as junk, so remember to check your junk and/or spam folders.

19.2 If you have any queries or complaints regarding your purchase, please contact us by emailing us or by telephoning our call centre.

19.3 Your query or complaint shall be acknowledged by us as soon as possible and in any event, within five business days of receipt.

19.4 We may need to contact one or more Event Sponsor(s) and Event Partner(s) for more information before responding to your query or complaint.

19.5 If any dispute arises, we shall use our reasonable endeavours to consult or negotiate in good faith and attempt to reach a just and equitable settlement satisfactory to you, us and Event Sponsor(s) and Event Partner(s). Please note, some complaints can take as much as 28 days to resolve.

19.6 Although this does not restrict your rights to pursue court proceedings, if we are unable to settle any dispute by negotiation with you within 28 days, you and we may attempt to settle it by mediation via a referral to an independent industry ombudsman or specialist. To initiate mediation, a party must give written notice to the other parties to the dispute requesting a mediation and where costs for such mediation are to be pre-agreed and equally shared by the parties prior to the commencement of such mediation.

19.7 Nothing in the Agreement affects or restricts your statutory rights, your right to make a complaint to Trading Standards or another appropriate regulatory authority, or your right to pursue court proceedings or other forms of dispute resolution such as through the European Union Online Dispute Resolution Platform (“EU ODR Platform” valid until 31/12/2020), a portal through which you can submit a complaint to a registered Alternative Dispute Resolution Provider.

19.8 Please note that we do not tolerate aggressive or abusive behaviour towards our staff or representatives, or unreasonable demands or persistence being used (including any threat, abuse or harassment towards our staff or representatives in any form or any media). We reserve the right to take such action we deem reasonably necessary in the circumstances to address any such behaviour towards our staff or representatives.

20. DELEGATES DATA AND PERMISSIONS

20.1 When registering for the Event the Delegates agrees that we can collect a range of information from the Delegates including (but not limited to) the name of the Delegates organisation, job titles and business contact details, such as email, phone numbers and postal addresses (“the Data”).

20.2 The Delegates accordingly provides consent for the Data to be used as may be applicable for –

20.2.1 Us to share the Data with our Sponsors, other business partners and other attendees of the Event

20.2.2 The Data to be included on the Event Delegates list and Event App

20.2.3 Us to Share the Data with our commercial partners and other selected external companies for marketing purposes

20.2.4 Us to send the Delegates emails about our events and our other business media opportunities

20.2.5 Our Sponsors to follow up with the Delegates regarding other relevant information on products or services relating to the presentation or any other products or services the Delegates may have expressed an interest in or they believe may be of interest to the Delegates

20.2.6 Our commercial partners to send the Delegates emails regarding their products and services

20.2.7 The Data collected through advertisements or downloadable digital information to be used for our internal record keeping, product and service improvement, and for delivering promotional information we feel may be relevant to the Delegates professional positions and businesses and where we may also share the Data with commercial partners in connection with the advertisement and the advertisers products or services being advertised

20.2.8 For the Sponsors to scan the Delegates badges when Delegates visit the Sponsors stands either in person at the Event or for the Sponsors to obtain a digital footprint of the Data for the Delegates attending the Virtual Event

21. DATA PROTECTION

21.1 In accordance to the Data Protection Act 1998, we are registered with the Information Commissioner’s Office (ICO) as a data controller under registration number ZA257892.

21.2 The General Data Protection Regulation (GDPR) is a regulation in European Union (EU) law on data protection and privacy in the EU and the European Economic Area and is a legal framework that sets guidelines for the collection and processing of personal information from individuals who live in the EU. We stive to comply with GDPR for the safeguarding and processing of personal data.

21.3 Under the Agreement, all the Data we hold for the Delegate/s is processed by us, the Sponsors and other business partners under what is lawfully termed a ‘legitimate interest’, where the Delegate/s of the Event have provided their express authorisation for their personal data to be utilised for marketing, advertising and promotional purposes.

22. GENERAL

22.1 If we delay or fail to enforce any of the provisions of the Agreement, it shall not mean that we have waived our right to do so.

22.2 We shall be entitled to assign our rights and obligations under the Agreement provided that your rights are not adversely affected.

22.3 If any provision of the Agreement is found by a competent court to be invalid or unenforceable, that provision shall be deemed to be omitted from the Agreement and this shall not prevent the other provisions of the Agreement from continuing to remain in full force and to operate separately.

22.4 If any provision of the Agreement is or becomes illegal, invalid or unenforceable pursuant to the law of any applicable jurisdiction, this shall not affect or impair the legality, validity or enforceability in that jurisdiction of any other provision of the Agreement.

22.5 Any of our Event Sponsor(s) and Event Partner(s) affiliates, successors, or assigns may enforce these terms in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999. Except as provided in the previous sentence, the Agreement does not create any right enforceable by any person who is not a party to it but does not affect any right or remedy that a third party has which exists or is available apart from the Contracts (Rights of Third Parties) Act 1999.

22.6 Nothing contained within the Agreement and no action taken by you or us pursuant to the Agreement shall create, or be deemed to create, a partnership, joint venture, or establish a relationship of principal and agent.

22.7 Any notice provided under the Agreement shall be delivered upon receipt and shall be deemed to have been received at the time of delivery (if delivered by hand, registered post or courier) or at the time of transmission (if delivered by email).

22.8 This Agreement shall be governed by and construed in all respects in accordance with English law and both you and we agree to submit to the non-exclusive jurisdiction of the English courts in relation to any dispute arising out of or in connection with the Agreement.

23. USE OF INFORMATION

23.1 The Booking Form information (“the Information”) specifically pertains to your registration for the Event. The Information we require from you includes (but not in its entirety): Your full name; the official name of your organisation and your job title, email, phone numbers and postal address (when applicable).

23.2 We have prepared a plain English and simple privacy policy that explains how we will use your personal data; this can be found at www.ebm.media/terms-conditions

23.3 This event is being sponsored by the sponsors listed on the event page. We may make your registration details available to select sponsors, in both ours and the sponsors legitimate business interests, and they may contact you about their product/services. *(required)

23.4 I have read and understood that whilst I may choose to withhold 3rd party consent, if I attend a session given by a sponsor on the day or speak with a sponsor and my badge is scanned, this enables the sponsor to follow up with me regarding relevant information on products or services. *(required)

23.5 I have read and understood EBM’s Terms and Conditions (http://ebm.media/terms-conditions/) and Privacy Policy (https://ebm.media/privacy-cookies/) *(required)

23.6 I have read Clause 19 of the Policy pertaining to Delegates Data and Permissions and consent to EBM using my information as set out therein.

23.7 Please keep me updated on the latest news, events, and exclusive offers from this event organizer.

23.8 I agreed that EBM can send me emails about the best events happening nearby.

23.9 By clicking “Place Order”, I confirm I have accepted all the terms and conditions set out in the Agreement.

SUBSCRIPTIONS

These subscription terms apply to all subscriptions, including all trials, any subscription arising from online or telephone orders, and the website at www.EngageCustomer.com, www.EngageEmployee.com, www.EngageCxMarketing.com and www.EngageCxSales.com or any replacement website or domain, (“the website”).

CONTRACT

Your subscription will be fulfilled by Engage Business Media Ltd, company registration number 8636460 with registered office 2 Esher Road, Hersham, Surrey, KT12 4JY (“we”, “us” or “our”), or our agents and sub-contractors.

When you make your order whether that be over the telephone, online or post you are making an offer to take out a subscription with us at the given price and, if we accept your offer, it will result in a legally binding contract.

Acceptance takes place and the 12-month contract is made on the date the signed booking is made, we will send you written confirmation of your order (by email, or post). We will send such written confirmation within 14 days to the address details supplied by you.

All orders are subject to validation and approval by Engage Business Media, the subscription is not valid until receipt of full payment or payment card authorisation. We reserve the right to refuse an order for any reason, or to cancel an order once accepted without further liability to you, reasons include, we do not receive within the specified time payment from you in cleared funds or payment authorisation from the issuer of your payment card, there has been a demonstrable error in advertised subscription rates (though we may fulfil your order at the correct price), you have provided false information to us.

If your order is refused, we will notify you and, if we have already received payment from you or debited your payment card, we will arrange for a full refund.

PRICES AND PAYMENT

The subscription packages and prices advertised may be subject to increase from time to time. Subscriptions are given on a minimum 12 months initial term, unless otherwise agreed with us.

Advertised prices do not include any applicable taxes.

If you are not using your own payment card or you are under 18, you must ask the permission of the payment card holder before giving payment details. By doing so, you are confirming that you have the express authorisation of the payment card holder.

If we invoice you for the subscription price, you must pay our invoice within 14 days of the date on which the invoice is issued.

CANCELLATIONS

Cancellations are not permitted until the end of the minimum 12-month initial term or if agreed, any other fixed subscription term.

Thereafter, a rolling contract will commence, we will invoice you in advance at such intervals unless you cancel your rolling subscription by providing 14 days’ notice.

We reserve the right to cancel subscription offer at any time.

DATA PROTECTION

We comply with the Data Protection Act 1998. We will keep and use the personal information and payment details you supply to us to process your order; we may also use your email and other information to send newsletters and relevant communications.

We shall keep that information secure and confidential while it is in our hands, but you are responsible for its secure transmission to us.

We may contact you in connection with the administration or renewal of your subscription using any of the details you provide to us.

From time to time we may send you emails about our other products which may be of interest, and communications from carefully selected third parties. You can click on the unsubscribe links in these emails at any time to update your preferences.

In any order form or on the website we may ask you whether you want to receive from us or from third parties details of our or their products or services which may be of interest to you. You are welcome to opt out of this by writing to tickets@ebm.uk or by post to 2 Esher Road, Hersham, Surrey, KT12 4JY.

Engage Business Media Ltd is registered under the Data Protection Act and Information Commissioner’s Office as Engage Business Media Ltd.

GENERAL

These terms may be varied by us from time to time. It is the responsibility of subscribers to check for any changes in the terms on the website or by asking us for a copy.

A person who is not a party to the contract between you and us shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce or rely upon any provision of such contract.

These terms supersede any other terms published by us in respect of any order you place with us.

These terms and the contract between you and us are governed by English law and subject to the exclusive jurisdiction of the English courts, notwithstanding that you may be in another jurisdiction.

CUSTOMER SERVICE

If you have any questions or difficulties with your subscription, including website access, please contact our customer services
staff:

Direct: 01932 506 300
Email: enquiries@ebm.uk
Post: Engage Business Media Ltd, 2 Esher Road, Hersham, Surrey, KT12 4JY

TRAINING

These training course terms and conditions as contained below and the abbreviated version found on the booking form are an acknowledgement of agreement (“the Contract”) and apply to all services (“the Services”) provided by Engage Business Media Ltd (“the Organisers”). By signing the booking form, the “Customer” accepts the following terms:

In the event of any inconsistency, conflict or ambiguity between the Terms and Conditions and any terms and conditions stated on the Booking Form, the provisions of these Terms and Conditions shall apply.

Any issues regarding the sale of a training course booking, the terms and conditions or anything relevant to accessing the event should be presented in writing prior to signing the booking form to tickets@ebm.media.

BOOKING AND PAYMENT

To book a training course a signed booking form specific to the training course is required, this can be presented over email, post or by booking over the website in accordance with the instructions set out therein (“Booking Form”). You are responsible for the accuracy of your booking form, including in particular your contact details (which we will use to contact you from time to time and in accordance with these Terms and Conditions).

Submitting a Booking Form constitutes an offer by you to purchase the training course in accordance with these terms and conditions. The Ticket Terms and Conditions apply to the booking of all tickets to the exclusion of all other terms and conditions.

We will confirm receipt of your booking form by providing an electronic receipt and/or digital ticker, however the booking and/or event ticket is not confirmed or deemed accepted until a signed booking confirmation is received.

The Ticket Terms and Conditions will be binding by both Parties from that point.

Where there is a price to attending the training course and payment has not been paid in full at the time of the booking, following confirmation of your booking we will issue an invoice for the full price of your training course (as set out on your Booking Form, plus VAT as applicable) (the “Fee”).

The fee must be paid, and funds received in accordance with the payment terms and instructions set out in the invoice or received prior to the training course date, whichever is sooner. Unless otherwise stated therein, the fee covers your entry for the duration of the event only and is exclusive of all travel, accommodation, insurance, and other costs (all of which must be arranged and met by you).

Fees are strictly non-refundable, and all invoices are liable for payment regardless of attendance.

EVENT ATTENDANCE

Compliance with instructions and regulations, by attending the training course you comply with all applicable law, including (but not limited to) all health and safety legislation and requirements. All instructions given by us or on our behalf, including (but not limited to) in relation to any security arrangements and the terms and conditions of the event venue (a copy of which is available on request prior to the event).

SAFETY AND SECURITY

You are responsible for ensuring your own safety and security whilst attending the training course as set out in these terms and conditions, we shall not be liable for any loss or damage suffered by you.

FILMING AND PHOTOGRAPHY

We may, at our discretion photograph, film, broadcast or record the training course for our own use and purpose.

You grant us an irrevocable license to use and sub-license the use of your name, voice, likeness, image, statements and any contribution made by you at or to the training course in any and all media (whether now known or hereinafter invented) throughout the world and in perpetuity.

You are not allowed to photograph, film, broadcast or record the training course for any reason. We reserve the right to refuse entry to the event, or subsequently remove you from the training course if you fail to comply with these training course terms and Conditions.

DELEGATE BADGES

If provided, delegate badges must be worn at all times during the training course. Badges are only valid for the registered delegate and cannot be passed on or shared by any other person than the name on the badge.

Any misuse will result in delegates being denied access to the event or asked to leave at the Organisers discretion.

CANCELLATION OR NO SHOW

All training course fees are non-refundable.

No refunds or credits will be given for non-attendance at any event.

TRANSFERRING A TICKET

In the event that you are unable to attend the training course you may transfer your booking to a colleague from the same organisation or another Engage Business Media training course on a like for like basis (as specified in the Booking Form) without charge.

All transfers are at the discretion of the event organiser.

TICKET RESALE

Under no circumstances may your training course booking be resold by you or on your behalf. If we have not charged you a Fee in order to attend the event and you are unable to attend or offer an alternative attendee from the same organisation you may be charged a cancellation fee if applicable and made clear at the time of booking.

AMENDMENTS AND CANCELLATION

We may, at our sole discretion and without liability to you, make changes to the training course timings, date, event schedule or even location within the U.K.

In the event that it is necessary to cancel or postpone the training course as a result of any reason outside of our control (as decided by us in our sole discretion), we will endeavor to arrange or provide a replacement event and, in such circumstances, your booking and the training course terms and conditions shall apply to such replacement Event.

LIABILITY

Nothing in the training course terms and conditions shall exclude or restrict our liability to you for death or personal injury resulting from our negligence, the negligence of our employees in the course of their employment, or any other liability which cannot be excluded by law.

Under no circumstances shall we be liable to you for any direct or indirect consequential costs or losses suffered by you, whether in contract or otherwise. Indirect costs and losses shall include (but not be limited to) any loss of anticipated profits, savings, business or opportunity and loss of publicity.

The views expressed speakers at the event are their own. We shall not be liable for the views, acts or omissions of any speaker or any other attendee at the event. Any information given or distributed at the event shall not constitute advice and should not be relied upon.

Our maximum liability in contract, tort, or otherwise (including any liability for any negligent act or omission) arising out of or in connection with our obligations under the ticket terms and conditions shall be limited to a sum equal to the amount of the ticket sale fee (if applicable).

You shall indemnify us and keep us indemnified from and against all claims, damage, losses, costs (including, without limitation, all reasonable legal costs), expenses, demands or liabilities arising out of or in connection with any breach by you of the ticket terms and conditions.

You and the organisation specified on the Booking Form (if applicable) are jointly liable for your obligations in accordance with the ticket terms and conditions, you confirm that you have all the necessary authority, consents and permissions to attend the event.

ANTI-BRIBERY

We comply with our anti-bribery and anti-corruption policies (available on request) and updated from time to time.

USE OF INFORMATION

We may share the information provided by you to us on both the booking form and/or any other communication with our employees, officers, representatives, sub-contractors and commercial partners when applicable in connection with the administration and registration relevant to the event.

Our registration requires information that includes (not in its entirety) your job title, organisation, job title, email, phone number and when applicable postal office address, this information may be included on a delegate list, event app and may be made available to attendees and some commercial partners.

Registration information may be shared with event sponsors and/or partners if unless requested by yourself otherwise, you must notify us at least 48 hours prior to the event if you do not consent for us to use any of your information, this request must be provided in writing to tickets@ebm.media or by post to Engage Business Media, 2 Esher Road, Hersham, Surrey, KT12 4JY.

If you attend a session given by a sponsor and/or your badge is scanned by a sponsor at the event this enables them to follow up with you regarding relevant information on products or services which they believe may be of interest to you.

ENTIRE AGREEMENT

These ticket terms and conditions constitute the entire agreement between both parties and supersede/override any other agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral by any employee of Engage Business Media, relating to its subject matter.

THIRD PARTY RIGHTS

These ticket terms and conditions are personal to the parties, and no third party shall have any rights, including under the contracts (Rights of Third Parties) Act 1999, to enforce the same.

WAIVER

No failure or delay by us in exercising any right or remedy provided under this the Ticket Terms and Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict our further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict our further exercise of that or any other right or remedy.

APPLICABLE LAW AND JURISDICTION

These training course terms and conditions, their subject matter, and their formation, are governed by English law.

The courts of England and Wales shall have exclusive jurisdiction to settle any disputes arising in connection with these ticket terms and conditions, including any non-contractual terms.

However, if you are a consumer and are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.

6. TICKET(S) ISSUING AND BADGES

4.1 This Agreement shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with Clause 15, until the date for the scheduled completion of the Event as set out in Section B of the Agreement (“Term”) when it shall terminate automatically without notice.