Ministers and C-level executives
dmg events - Physical and Hybrid Event Terms and Conditions
In these T&C:
The following terms have the meaning set out in the Booking Contract: Client, Event, Exhibitor Products, Fees, Organiser (if not otherwise stated, this shall be DMG Events (UK) Limited) and Sponsorship Products. Parties are Organiser and Client.
Additional Terms means any user, technical or operational information or guidelines relating to the Event and/or the Venue and/or the Event Platform notified by the Organiser to the Client in writing (including by email), including without limitation any rules and procedures relating to health and safety, security and general use of the Venue and any Event Platform rules and procedures relating to advertising, acceptable use and content guidelines, anti-harassment policies, contribution and messaging policies, security and general use of the Event Platform.
Affiliate means in relation to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party from time to time.
Applicable Laws means all laws applicable in the country or countries of performance of these T&C, including all legislation, statutory instruments, regulations, regulatory policies, guidelines and codes of practice and any other requirements of any relevant government or governmental or regulatory agency, applicable to the performance of these T&C.
Booking Contract means the booking contract for the provision of exhibitor products, sponsorship products and/or advertising, as applicable, at (or in relation to) the Event and any appendices to the Booking Contract.
Event Platform means the event website, event app or other platform designated to hosting any virtual aspects of the Event.
Exhibits means any articles, items or materials (whether in physical or digital form) exhibited, displayed or made available at the Event by the Client including any exhibition stand and if a Client Occupier (defined in Appendix C) is using the Space (defined below), their exhibits.
Force Majeure Event means any circumstance beyond the Organiser's reasonable control including, without limitation, acts of God, flood, drought, earthquake or other natural disaster, the outbreak of an epidemic or pandemic (and any measures adopted by local, regional or national governments, legislatures, public health or other competent authorities that are designed to limit the extent or impact of such pandemic or epidemic), 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, collapse of buildings, fire, explosion or accident, any labour or trade dispute, strikes, industrial action or lockouts, interruption or failure of a utility or major technical outage or transportation service, lack of commodities or supplies, vendor or software failure or systems outage, speaker or participant cancellation or withdrawal, or any other event which causes the whole or a substantial part of the Venue to be closed to the public or which otherwise adversely impacts the Event, including (without limitation) by making it impossible or unlawful to host the Event at the Venue and / or on the planned date.
Media Partner means a Client which has agreed to provide Advertising Content to the Organiser in the Booking Contract by selecting any Product in the Category named "Contra", as indicated in the table in section 3 (Product details and Fees) of the Booking Contract.
T&C means the Booking Contract, these terms and conditions and, to the extent applicable, the Media Partner Terms, the Virtual Terms and the Client Occupier Terms (defined in Clauses 5 and 7).
Venue means the exhibition hall or area in which the Event shall take place.
2. These T&C
2.1 Our events, whether physical or virtual are directed at business professionals and are not directed at individuals, consumers or children. By entering into these T&C you warrant and represent that you are a business professional and have authority and power to legally bind the Client to these T&C.
2.2 These T&C set out the terms on which the Client agrees to exhibit at, sponsor, or provide Advertising Content in respect of, the Event. If any element of the Event is made available virtually to remote delegates additional terms shall also apply as set out in Clause 5. These T&C shall come into force on the day the Organiser receives a copy of the Booking Contract which has been signed by the Client or when an appropriate electronic signature is applied in respect of the Client through such electronic signatures application as is adopted by the Organiser from time to time (the Effective Date) and shall, unless terminated earlier in accordance with these T&C, expire 30 days after the later of: (i) completion of the Event; (ii) if applicable, the end of the Dismantling Period (as defined in Clause 4.7); (iii) if applicable, the date on which content and materials relating to the Event are no longer accessible by the Client on the Event Platform; or (iv) if applicable, the date the Media Partner has delivered any post-Event Advertising Content to the Organiser (the Term). For the avoidance of doubt, the Organiser may in its sole discretion accept or reject any Booking Contract submitted to it by the Client. If the Organiser rejects the Booking Contract, it will refund to the Client any Fees paid by the Client and these T&C shall terminate automatically. Any additional terms and conditions provided to the Organiser by the Client and not agreed by the Parties in the Booking Contract shall not have legal effect and shall be deemed withdrawn by the Client upon entry into these T&C. For clarity, obligations in respect of Event delegates are set out in the separate Delegate T&C.
3.1 The Client shall not, and shall ensure that its representatives shall not, cause any physical damage to the Venue, the Space (if applicable) or any property of the Organiser or any other sponsor or exhibitor. The Client is responsible for the cost of making good any such physical damage, whether caused by itself or third parties engaged on its behalf.
3.2 The Client shall comply with:
(a)Applicable Laws including, for the avoidance of doubt, all applicable data privacy and data protection laws or regulations; and
(b)any Additional Terms (together with all instructions from time to time from the Organiser, Venue management or security personnel or from the Event Platform operator or administrator during the operation of the Event).
3.1.2 The Client acknowledges that only the Organiser has the right to photograph, video or take audio recordings of the Event and, if applicable, the Event Platform.
4.1 This Clause 4 applies only if the Organiser has agreed to provide Exhibitor Products to the Client in the Booking Contract.
4.2. The Organiser shall provide the Client with the Exhibitor Products in accordance with the terms of the Booking Contract. Such provision shall be to a standard of reasonable skill and care and in accordance with Applicable Laws.
4.3. The Organiser shall, in its sole discretion, allocate space at the Venue between exhibitors (Space). Subject always to the Client's compliance with these T&C, the Organiser grants the Client a licence to occupy the Space (or an equivalent right to occupy Space under any applicable local law) solely to the extent necessary to display the Exhibits in order to promote the Client's business (or the business of any Client Occupier approved pursuant to paragraph 3 of the Client Occupier Terms in Appendix C) for the duration of the Term.
4.4. The Organiser reserves the right to make alterations to the lay-out or floor plan of the Event and the position of the Space in the Venue in its sole discretion and at any time prior to or during the Event. Equipment may not extend into the aisles, over the aisles, or across other exhibitor space and any heights and depths specified by the Organiser must be observed. The Client shall ensure that all Space and Exhibits are in keeping with the general character of the Event. If any Exhibit (including, for the avoidance of doubt, any audio and visual content) is determined by the Organiser to be offensive or inappropriate, the Client must promptly cease use of such Exhibit.
4.5. The Client shall ensure that the Space is staffed by competent, and appropriately trained and vetted, representatives of the Client during the opening hours of the Event, and that such representatives shall conduct the Client's business from the Space only, and not from any other area in the Venue. Organiser reserves the right to refuse admission to, or to eject from, the Event (whether physical or virtual) any Client attendee who in its sole opinion places the Client in breach of these T&C, damages property or who represents a security risk, nuisance or annoyance to the running of the Event.
4.6. Allocation of the Space by the Organiser shall not imply that the Organiser accepts or endorses the proposed Exhibits. The Organiser may, at the expense of the Client, alter, exclude and/or require to be removed any Exhibit, if, in its opinion (acting in good faith), it is necessary to do so in the interests of the Event or to comply with Applicable Laws.
4.7. The Client shall install at its sole cost any Exhibits during the period for the installation of Exhibits at the Venue, as notified by the Organiser to the Client and remove such Exhibits during the period for removal of all Exhibits from the Venue, as notified by the Organiser to the Client (the Dismantling Period).
4.8. To the maximum extent permitted by Applicable Laws, all Exhibits shall be at the sole risk of the Client and the Organiser assumes no responsibility for any loss or damage thereto.
5. Virtual Terms
If any part of the Event is to be held virtually, the Parties agree to comply with the additional terms set out in Appendix A (the Virtual Terms).
6. Sponsorship Products
6.1 This Clause 6 applies only if the Organiser has agreed to provide Sponsorship Products to the Client in the Booking Contract.
6.2 The Organiser shall provide the Client with the Sponsorship Products in accordance with the terms of the Booking Contract. Such provision shall be to a standard of reasonable skill and care and in accordance with Applicable Laws.
7. Media Partner Terms and Client Occupier Terms
7.1 If the Client is a Media Partner, the Parties agree to comply with the terms of Appendix B (Media Partner Terms).
7.2 If the Client wishes to request the use of Space by a Client Occupier (defined in Appendix C), the Parties agree to comply with the terms of Appendix C (Client Occupier Terms).
8. Intellectual property rights
8.1 The Parties acknowledge that, as between them:
(8.1.a) each Party owns all intellectual property rights owned or created by that Party (or on a Party's behalf):
(8.2.a.i) prior to the Effective Date; or
(8.1.a.i) during the Term, independently from the performance of that Party's obligations or exercise of its rights under these T&C,
(Background IPR), and neither Party shall have any rights in respect of the other's Background IPR other than those granted pursuant to Clauses 8.4 and 8.5. For clarity, as between the Parties: (i) all intellectual property rights in Media Partner Brands (as defined in paragraph 4 of the Media Partner Terms) shall be Client's Background IPR; and (ii) if applicable, all intellectual property rights in the Event Platform shall be deemed to be Organiser Background IPR; and
(8.1.b) the Organiser owns:
(8.2.a.ii) all intellectual property rights in Advertising Content, Organiser Content (as defined in paragraph 7 of the Media Partner Terms) and UGC (in each case, save in respect of any Client Background IPR incorporated therein); and
(8.2.a.iii) any other intellectual property rights generated or developed by the Organiser, or by a third party on the Organiser's behalf, in connection with the Event or otherwise pursuant to these T&C (including all recordings and broadcasts made in respect of the Event, including of speakers and presentations), but excluding Client Event Content (defined below),
(the Organiser's New IPR); and
(8.1.c) the Client owns:
(8.1.c.i) any material, information, data or content (in each case, whether digital or hard copy), including any presentation deck, technical papers, photograph, video or audio recording, generated or produced by or on behalf of the Client and provided or made available to the Organiser by the Client for use in respect of the Event (other than Advertising Content and UGC) (Client Event Content); and
(8.1.c.ii) any other intellectual property rights generated or developed by the Client, or by a third party on the Client's behalf, in connection with the Event or otherwise pursuant to these T&C, which are not Organiser's New IPR.
8.2 Each Party agrees to assign to the other (or on request, to the relevant rights holder) with full title guarantee all legal and beneficial title and interest that Party has or may have in or relation to any intellectual property rights expressed to be owned by the other Party in accordance with Clause 8.1 from the date of its creation, whether in existence now or created in the future throughout the world for the full duration of the applicable IPR (including any renewals or extensions thereof) together with the right to claim damages for past infringement of or other unlawful use(s) of such. The Client shall also procure such additional assistance and other steps as may be necessary from the Client's employees, contractors and other representatives to ensure that such intellectual property rights vest in the Organiser as provided for in Clause 8.1.
8.3 The Client shall ensure that all moral rights in any UGC or Client Event Content arising under the UK Copyright, Designs and Patents Act 1988 or similar rights existing under the laws of any jurisdiction are waived unconditionally and irrevocably and are not asserted.
8.4 To the extent that the Organiser owns the relevant intellectual property rights, the Organiser hereby grants to the Client for the Term a non-exclusive, non-transferable, non-sublicensable, revocable and royalty-free licence to: (i) subject to sub-clause (ii), use the Organiser's Background IPR and the Organiser's New IPR solely to the extent necessary for the Client to participate in the Event as contemplated by these T&C; and (ii) to use intellectual property rights owned by the Organiser in Advertising Content and Organiser Content solely for the purposes permitted under (and subject to) the Media Partner Terms, subject to any branding guidelines and instructions notified by the Organiser to the Client.
8.5 The Client hereby grants (or shall procure the grant) to the Organiser:
(5.1.a) an irrevocable, non-exclusive, freely-transferable, worldwide and royalty-free licence (with the right to freely sub-license) to use, copy, distribute, disclose to third parties, reproduce (including, for the avoidance of doubt, in any advertising or promotional material relating to the Event or in connection with any other events held by the Organiser), adapt, translate or modify all intellectual property rights in and to Client Event Content (together with any Client Background IPR incorporated or embedded in Client Event Content), for the Client's and its Affiliates' business purposes for as long as such intellectual property rights subsist (and this licence shall survive termination of these T&C);
(5.1.b) for the Term a non-exclusive, non-transferable, worldwide and royalty-free licence (without the right to sub-license, other than to its subcontractors or Affiliates) to use Media Partner Brands and Media Partner Content solely for the purposes permitted under (and subject to) the Media Partner Terms; and
(5.1.c) to the extent Media Partner Brands (or any other Client Background IPR) is incorporated or embedded in UGC (or is otherwise incorporated or embedded in the Event Platform), a perpetual, non-exclusive, freely-transferable, worldwide and royalty-free licence (with the right to freely sub-license) solely to use such Client Background IPR within the UGC (or which is otherwise incorporated or embedded in the Event Platform) for the Organiser's and its Affiliates' business purposes (and this licence shall survive termination of these T&C).
8.6 The Client warrants that the Client Event Content (and any UGC its employees or other representatives generate in respect of the Event) will not infringe the copyright or any other right of any third party or breach any contract or duty of confidence, data protection law or the Official Secrets Act or other legislation relating to national security, or be inappropriate, obscene, defamatory or otherwise unlawful.
8.7 Any posts, messages or other materials, information or data supplied or uploaded on the Event Platform or other UGC will be considered non-confidential and the Organiser has the right to use, copy, distribute and disclose such UGC to third parties for any purpose.
9 . Confidentiality
Each Party undertakes that it shall not, at any time during the Term and for a period of three (3) years thereafter, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other Party (including, for the avoidance of doubt, these T&C) (Confidential Information) for any other purpose other than to exercise its rights and perform its obligations under or in connection with these T&C. Notwithstanding the foregoing, a Party may disclose the other Party's Confidential Information:
(9.1.a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the Party’s rights or carrying out its obligations under or in connection with these T&C, provided that the disclosing Party ensures that its employees, officers, representatives or advisers to whom it discloses the other Party's Confidential Information comply with this Clause 9;
(9.1.b) to its Affiliates if the disclosing Party is the Organiser, provided that the Organiser ensures that any such Affiliate complies with this Clause 9; and
(9.1.c) as may be required by Applicable Laws.
10. Fees and payment
10.1 The Client shall pay the Fees on the terms specified in the Booking Contract. All Fees are exclusive of applicable taxes (e.g. VAT or sales tax) and the Client shall pay a sum equal to the amount of VAT, sales or such equivalent tax chargeable, in addition to the Fees.
10.2 The Client shall make all payments of the Fees to the Organiser without any deduction or withholding for or on account of tax (a Tax Deduction), unless a Tax Deduction is required by law. If a Tax Deduction is required by law to be made by the Client, the amount of Fees due from the Client shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the Fees which would have been due if no Tax Deduction had been required.
10.3 In the event that Client does not pay any part of the Fees by the relevant due date specified in the Booking Contract, the Organiser may (without prejudice to any other rights the Organiser may have):
(3.1.a) charge the Client interest on any amounts which are due and unpaid, at a rate per year of 2% above the then current Barclays Bank plc’s base rate, calculated daily from the due date until the date of payment;
(3.1.b) refuse to provide any Exhibitor Products or Sponsorship Products;
(3.1.c) prohibit the Client from displaying any Exhibits and/or occupying the Space and/or block the Client from using the Event Platform;
(3.1.d) use the Event Platform or Space in such a way as the Organiser deems fit and recover from the Client any expense incurred in so doing; and/or
(3.1.e) exercise a general lien on any property of the Client at the Venue in respect of all monies, including claims for damages, which may be due or payable by the Client to the Organiser in connection with the Event.
11. Changes to the Event
The Organiser reserves the right, in its sole discretion, to change the Venue, format, content or timing of the Event programme, the virtual location or hosting medium of the Event or Event Platform or the identity of any speakers or exhibitors for any reason and without liability to the Client, provided that the Event, as altered, is similar to the Event as originally advertised. For the avoidance of doubt, in these circumstances, the Fees shall remain payable in full to the extent not already paid, and the Organiser shall not be required to refund the Client for any proportion of the Fees or otherwise be held liable for any other costs or expenses incurred by the Client in connection with the Event.
12 . Cancellation by the Client
In the event that the Client wishes to cancel its participation in the Event, the Client shall give the Organiser prior written notice of the same (Client Cancellation Notice). Depending on the date of receipt of the Client Cancellation Notice, and provided the Client has not already paid the relevant Fees pursuant to Clause 10, the Client shall pay to the Organiser a cancellation charge equal to the amount of Fees due and payable by the Client as at the date of receipt of the Client Cancellation Notice (and for the avoidance of doubt any amounts paid prior to such date, such as any deposit or pre-paid charges, shall not be refundable).
13. Cancellation or postponement by the Organiser
13.1 The Organiser reserves the right to postpone or cancel the Event pursuant to Clause 13.2 below at any time and for any reason during the Term and will provide the Client with notice of any such postponement or cancellation in writing (including by email) as soon as is reasonably practicable in advance of the Event.
13.2 If the Organiser:
(2.1.a) postpones the Event and the Client can no longer attend the postponed Event (and Client shall respond to the Organiser as soon as reasonably practicable following receipt of such postponement notice), the Organiser shall issue the Client with a credit note to the value of all Fees paid by the Client; or
(2.1.b) cancels the Event, the Organiser shall issue the Client with a full refund of all Fees paid by the Client.
The Client acknowledges that the remedies described this Clause 13.2 are the Client's exclusive remedies in the event of postponement or cancellation by the Organiser, and (to the maximum extent permitted by Applicable Laws) in no event shall the Organiser be liable for any loss, delay, damage or other liability incurred by the Client in connection with the Organiser's postponement or cancellation of the Event, howsoever arising, including but not limited to the Client's accommodation and travel costs.
14 . Force Majeure Events
14.1 The Organiser shall not be in breach of these T&C nor liable for any delay in performing, or failure to perform, any of its obligations under these T&C if such delay or failure results from a Force Majeure Event. In such circumstances, the Organiser shall use its reasonable endeavours to notify the Client of the relevant circumstances and likely duration and consequences of the Force Majeure Event as soon as reasonably practicable. Without prejudice to Clause
14.2 the time for performance by the Organiser of these T&C shall be extended by a period equivalent to the period during which performance of the Organiser's obligation has been delayed or failed to be performed.
14.2 If a Force Majeure Event occurs (or in the Organiser's opinion, acting in good faith, is likely to occur) and results (or is likely to result) in the Event being unable to take place as contemplated by these T&C, the Organiser may, in its sole discretion:
(2.1.a) change the timing, date, Venue, virtual location or hosting medium of the Event or the Event Platform, provided that the Event, as altered, is similar to the Event as originally advertised. For the avoidance of doubt, if the Organiser exercises its right to change the Event pursuant to this Clause 14.2(a), this shall not entitle the Client to cancel its participation in the Event, or make any claim for refunds or otherwise against the Organiser; or
(2.1.b) cancel the Event, in which case the Organiser shall issue the Client with a full refund, or a credit note to the value of, all Fees paid by the Client to the Organiser. The Client acknowledges that refund or a credit note in respect of all Fees paid by the Client is the Client's exclusive remedy if the Organiser cancels pursuant to this Clause14.2(b).
The Client indemnifies the Organiser and each of its Affiliates against all liabilities, costs, expenses, damages and losses, whatsoever and howsoever arising, whether in contract, tort or otherwise, directly or indirectly, suffered or incurred by the Organiser or any of its Affiliates in connection with:
(15.1.a) any breach by the Client of Clause 3.1 (General);
(15.1.b) any claim made by a third party against the Organiser or any of its Affiliates for actual or alleged infringement of a third party's intellectual property rights (including, for clarity, any rights in know-how) arising out of or in connection with the Client's performance of its obligations or exercise of its rights under these T&C (save to the extent caused by a breach of these T&C by the Organiser);
(15.1.c) any unauthorised use of the Event Platform;
(15.1.d) any claim otherwise made against the Organiser or any of its Affiliates by a third party arising out of or in connection with the Client's performance of its obligations or exercise of its rights under these T&C (save to the extent caused by a breach of these T&C by the Organiser); and
(15.1.e) any claim otherwise made against the Organiser or any of its Affiliates by or on behalf of a Client Occupier (defined in Appendix C) in respect of its use of Space or otherwise in connection with an Event (save to the extent caused by a breach of these T&C by the Organiser).
16. Limitation of liability
16.1 Subject to Clause 16.2:
(16.1.a) the Organiser’s total, aggregate liability whether arising in contract, tort (including negligence), misrepresentation, restitution or otherwise under or in connection with these T&C shall be limited to 100% of the Fees paid by the Client; and
(16.1.b) the Organiser shall not be liable to the Client for any: (i) loss of profits, loss of sales or business, loss of agreements or contracts or loss of anticipated savings (whether directly or indirectly arising); (ii) loss of or damage to goodwill or reputation (whether directly or indirectly arising); or (iii) any indirect or consequential loss.
16.2 Notwithstanding any provision to the contrary, nothing in these T&C shall exclude or limit the liability of the Organiser for death or personal injury caused by the Organiser’s negligence or for fraud or for any liability that may not be limited or excluded by Applicable Laws.
16.3 All warranties, conditions and other terms implied by law are, to the fullest extent permitted by Applicable Laws, excluded from these T&C. In particular Organiser gives no warranty, representation or other assurance in relation to: (a) the presence or location of any exhibitor, sponsor or attendee, (b) the number or mix of exhibitors, sponsors or attendees, and/or (c) the results or beneﬁts (commercial or otherwise) that may be associated with being an exhibitor, sponsor, media partner or attendee in respect of the Event.
16.4 If any part of the Event is to be held virtually and notwithstanding any other provision in these T&C, to the maximum extent permitted by Applicable Laws, the Organiser shall not be liable for: (a) any loss or damage due to temporary unavailability of the Event Platform as per paragraph 10 of the Virtual Terms; (b) any loss or damage caused by any content on the Event Platform (including content available to download or from third party links); (c) libellous or unlawful postings made on the Event Platform; or (d) any postings on the Event Platform which infringe the intellectual property rights of others.
17.1 The Client shall arrange and maintain its own insurance against all relevant risks and in respect of each of its obligations under these T&C for the duration of the Term.
17.2 If the Client is allocated Space at the Venue, as a minimum, the insurance cover required by Clause 17.1 must provide public liability insurance cover of at least £2,000,000 in respect of damage or loss for any reason, including negligence.
17.3 The Client shall promptly produce, upon the Organiser’s request, evidence of the insurance cover required by Clause 17.1.
18. Termination of these T&C
18.1 Without prejudice to its other rights and remedies under these T&C, the Organiser may immediately terminate these T&C by issuing written notice to the Client if:
(18.1.a) the Client commits a material breach of any of its obligations under these T&C (including failure to pay any part of the Fees in accordance with Clause 10) and has not remedied such breach (if capable of remedy) within seven (7) days of being required to do so by written notice;
(18.1.b) the Client or any other person takes a step with a view to: (i) the Client entering into a voluntary liquidation (other than a members' voluntary winding up for the purposes of a reconstruction of its affairs), presentation of a winding up petition, or dissolution; (ii) the appointment of an administrator, monitor, receiver, manager or administrative receiver or other encumbrancer over the Client, or the enforcement of any security over, the whole or any part of its assets or property of the Client, (iii) the Client proposing or entering a scheme, restructuring plan, reconstruction and arrangement, composition or other arrangement for the benefit of its creditors or a class of creditors; or (iv) the commencement of any procedure analogous to any of the above in any jurisdiction with respect to the Client;
(18.1.c) the Client's financial position deteriorates so far as to reasonably justify the opinion that its ability to perform any of its obligations under these T&C is in jeopardy; or
(18.1.d) the Client conducts itself in such a way so as to (in the reasonable opinion of the Organiser) bring the Organiser, any Affiliate of the Organiser or the Event into disrepute.
18.2 For the avoidance of doubt, these T&C shall automatically terminate in the event of cancellation by the Organiser pursuant to Clause 13 or Clause 14.2(b).
18.3 Upon termination of these T&C for any reason, the Client shall: (a) pay all outstanding Fees without deduction or set-off, except where these T&C were terminated pursuant to Clause 13 or Clause 14.2(b); (b) remove all its property and content (including any Exhibits) from the Venue and / or the Event Platform immediately, failing which such property and content may be removed by the Organiser at the Client's expense; and (c) immediately cease using the Organiser's Background IPR and the Organiser's New IPR.
18.4 The following Clauses shall survive termination of these T&C: Clauses 8.5(a) and 8.5(c) (Intellectual property rights); Clause 9 (Confidentiality); Clause 15 (Indemnity); Clause 16 (Limitation of liability); and Clause 19.11 (Governing law and jurisdiction).
19.1 Neither Party shall be or be deemed to be an agent of the other Party. Neither Party shall hold itself out as having authority or power to bind the other Party in any way.
19.2 Either Party may publicly announce or otherwise inform third parties of the Client's attendance at the Event without the other Party’s prior written consent.
19.3 The Organiser may at any time, set off any liability of the Client to the Organiser against any liability of the Organiser to the Client, whether either liability is present or future, liquidated or unliquidated. If the liabilities to be set off are expressed in different currencies, the Organiser may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the Organiser of its rights under this Clause 19.3 shall not limit or affect any other rights or remedies available to it under these T&C or otherwise.
19.4 These T&C constitute 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.
19.5 If there is a conflict between the terms of any of the documents that form part of these T&C, the documents shall have the following order of precedence: (i) the Booking Contract, (ii) these Event Terms and Conditions; (iii) the Media Partner Terms and the Virtual Terms (to the extent applicable); and (iv) any Additional Terms.
19.6 If any provision or part-provision of these T&C is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these T&C.
19.7 The Client shall not assign or sub-contract any rights under these T&C or sublet the Space or permit the Event Platform or Space to be used by any other person or company without the prior written consent of the Organiser.
19.8 No person other than a Party to these T&C may enforce these T&C by virtue of the Contracts (Rights of Third Parties) Act 1999, except where a right is expressed to be in favour of an Affiliate of the Organiser.
19.9 Nothing in these T&C shall constitute or be construed as constituting a partnership or joint venture between the Organiser and the Client nor shall authorise either Party to enter into contractual relationships or incur obligations on behalf of the other Party.
19.10 Timing of notices: (a) notices sent by post shall be effective on the earlier of: (i) actual receipt; and (ii) five (5) business days from mailing; (b) notices sent by email shall be effective upon the generation of a receipt notice by the recipient's server or, if such notice is not so generated, upon delivery to the recipient's server provided the sender has not received any undeliverable message; and (c) notices delivered by hand shall be effective on delivery.
19.11 These T&C shall be governed by and construed in accordance with the laws of England and Wales and the Parties agree to submit to the exclusive jurisdiction of the English courts.
20 – Virtual Terms
21 Space on the Event Platform
21.1.1 The Organiser shall, in its sole discretion, allocate space and content on the Event Platform between exhibitors and sponsors (Space), which shall also be deemed to be Space for the purpose of these T&C. Subject always to the Client's compliance with these T&C, the Organiser grants the Client a non-exclusive right to exhibit and promote the Client's business using the Space on the Event Platform for the duration of the Term.
21.1.2 The Organiser reserves the right to make alterations to the Event Platform including to the position, prominence and lay-out of any Client content, materials or advertising without notice in the Space, in its sole discretion and at any time prior to or during the Event.
22 Client access to the Event Platform
22.1.1 The Client shall ensure that the Space is accessed by appropriately trained representatives of the Client. Organiser reserves the right to refuse access to, or to block from, the Space any Client attendee who in its sole opinion places the Client in breach of these T&C, undertakes (or seeks to undertake) any unauthorised access to systems or content (including in respect of other exhibitor, sponsor or attendee content) or who represents a security risk, nuisance or annoyance to the operation of the Event Platform. The Organiser reserves the right to suspend or remove access or block access to the Event Platform, Space or Exhibits at any time for any reason.
22.1.2 The Client is solely responsible for ensuring it has the required technical capacity and systems availability to enable access and ensure continual access to the Event Platform.
22.1.3 The Client is responsible for ensuring that access by its representatives to the Event Platform is kept secure if the Organiser issues them with a username and password (or other access keys or credentials). The username and password are confidential and remain the property of the Organiser and must not be shared, assigned or transferred to any third party without the Organiser's permission in writing. The Client acknowledges it must not permit the sharing of any username and password (or other access keys or credentials) and accepts that it will be wholly liable for any acts carried out or omitted to be carried out using those usernames, passwords keys and credentials. Should the Client become aware of any unauthorised use or other breach of security, the Client will immediately notify the Organiser.
23 No misuse
23.1.1 The Client shall not, and shall ensure that its representatives shall not interfere with or cause damage to the Event Platform, including but not limited to attempting to circumvent security, hack into or otherwise disrupt or corrupt any computer system, server, website, router or other device, whether knowingly or recklessly. The Client is responsible for the cost of making good any such damage, whether caused by itself or third parties engaged on its behalf.
23.1.2 The Client shall not and shall ensure its representatives shall not procure or transmit the sending of any unauthorised or unsolicited advertising or promotional content or material through the Event Platform that has not been pre-agreed in writing (including by email) by the Organiser.
23.1.3 The Organiser reserves the right to monitor and moderate the Event Platform (including UGC) but is under no obligation to monitor, moderate or otherwise oversee the Event Platform.
23.1.4 The Client shall not download, store, reproduce, transmit, display, copy, distribute, exploit or use the Event Platform and/or any contribution contained in the Event Platform for the Client's own commercial gain, use the Event Platform and/or any contribution in any manner other than in compliance with these T&C, or infringe the Organiser's intellectual property rights or those of any third party in relation to its use of the Event Platform and/or any content.
24 'As is' provision
24.1.1 The Client acknowledges and agrees that the Event Platform is provided "as is" and that Organiser cannot guarantee that the Event Platform will operate continuously, without interruption, securely or without errors and that the Organiser is not liable for any temporary unavailability or disruption to the Event Platform.
24.1.2 The Client acknowledges that the Organiser does not endorse or accept responsibility for any content or use of the Event Platform, or any goods or services identified, described or advertised on the Event Platform and is not responsible for ensuring that the Event Platform or any information on it or relating to it is accurate or kept up to date.
25.1.1 The Parties acknowledge that certain functionality made available on the Event Platform (for example chat functionality, collaboration tools and content generation tools) may enable Client employees or other representatives (including any Client speakers) to generate content (UGC) and that UGC may be embedded and / or incorporated into Organiser Event content or the Event Platform and Organiser shall have a right to continue to use UGC independently of Client for future events and for its other business purposes or those of its Affiliates, as provided in Clause 8.7.
26 – Media Partner Terms
27 Generation of Advertising Content
27.1.1 Unless otherwise agreed in writing, Media Partner must provide copies of all Advertising Content (together with proposed channels and usage) seven (7) days in advance of publication for prior written approval by the Organiser. Advertising Content shall be all material and content generated or produced by or on behalf of the Media Partner for its promotion of the Event, including all content referenced as such in the Booking Contract or otherwise agreed by the Parties to be produced by the Media Partner for such purposes, but excluding Client Event Content.
27.1.2 Save in relation to post-Event editorial (if applicable) all Advertising Content must be published prior to the start date of the Event for pre-Event exposure, unless otherwise agreed in writing.
27.1.3 Prior to Media Partner sending any Advertising Content by email, Media Partner must first send a test copy of the email to the Organiser for written approval by the Organiser (including by email) and the Organiser shall have the right to make any amendments that it, acting reasonably, considers necessary. The Organiser's marketing contact must also be copied into the distribution list of all Advertising Content sent by email.
28 Organiser use of Media Partner Brands
28.1.1 Media Partner will provide to the Organiser trade marks and logos in both EPS and JPEG format in high definition (Media Partner Brands, and all materials relating to the Media Partner Brands provided to Organiser being the Media Partner Content) within seven (7) days of the Effective Date.
28.1.2 During the Term, Media Partner hereby grants the Organiser a non-exclusive, royalty free licence to use all intellectual property rights in the Media Partner Brands and Media Partner Content on its website and in the promotion of the Event subject to any instructions or brand guidelines as may be reasonably notified to the Organiser by Media Partner (Event Advertising). All such Event Advertising will be at the Organiser's sole discretion and subject to receipt of the Media Partner Content from Media Partner in accordance with paragraph 4 above. The Organiser acknowledges that nothing in these T&C shall confer on the Organiser any right of ownership in the Media Partner Brands or the Media Partner Content.
28.1.3 Media Partner warrants that it owns or is licensed to use all Media Partner Brands and Media Partner Content for the purposes of these T&C and that the Media Partner Brands and Media Partner Content shall not infringe the intellectual property rights of any third party, be defamatory, indecent or otherwise unlawful.
29 Media Partner use of Organiser materials
29.1.1 During the Term, the Organiser hereby grants Media Partner a non-exclusive, royalty free licence to use any content or material supplied by the Organiser to Media Partner including any Organiser trade marks or logos (Organiser Content) solely for incorporation within the Advertising Content for the uses approved by Organiser pursuant to paragraph 3 above and subject to any other instructions or brand guidelines as may be reasonably notified to Media Partner by the Organiser. Media Partner acknowledges that nothing in these T&C shall confer on Media Partner any right of ownership in the Organiser Content or rights to use Organiser Content other than as set out above.
30 Other matters
30.1.1 Press passes issued by the Organiser for the Event are for the registered representative only and are not transferable. Press passes will only be issued to those who have valid press/media accreditation and all press passes are issued in accordance with the terms and conditions for the press passes issued by the Organiser from time to time. Representatives will be required to present valid accreditation onsite.
30.1.2 Press pass registration forms must be
received by the Organiser at least seven (7) days prior to the Event.
30.1.3 The Organiser retains the right to limit or ban the access of press to the Event and/or any individual sessions at the Event.
30.1.4 In any editorial, Media Partner is required to name the Event as the information source, accredit the Organiser as the event organiser, and send a copy of any article(s) to the Organiser within fourteen (14) days of publication.
31 – Client Occupier Terms
32 Other Use of Event Space
32.1.1 The Client may request that another corporate, exhibitor or sponsor occupies part or all of the Space (or shares the Client's use of the Space) on the Client's behalf (each a Client Occupier) in accordance with paragraph 3 below.
32.1.2 The Client shall notify the Organiser of each proposed Client Occupier in writing (including by email), such notice to be sent to the Organiser contact details specified on the Booking Contract at least thirty (30) days in advance of the first day of the Event by providing the company name, company number, registered office address and country of incorporation of each proposed Client Occupier.
32.1.3 The Organiser may in its sole discretion accept or reject any proposed Client Occupier for any reason, including after the Effective Date (which may be due to the outcome of any sanctions screening or such other checks which the Organiser may undertake in respect of the proposed Client Occupier). The Organiser shall notify the Client of its acceptance or rejection of each Client Occupier request in writing (including by email) as soon as is reasonably practicable in advance of the Event.
32.1.4 If the Organiser accepts the Client Occupier pursuant to paragraph 3 above, subject always to the Client's compliance with these T&C, the Organiser grants the Client a right to sub-license (or share its use of) the Space or any part of it to such Client Occupier, provided that:
(a) the Client procures that the Client Occupier is made aware of and complies with these T&C; and
(b) any obligation expressed to be owed by the Client under these T&C shall apply to each Client Occupier as if it was the Client. For the avoidance of doubt, the Client shall be wholly liable at all times for any breach of these T&C by a Client Occupier, and any other acts or omissions of a Client Occupier in connection with the Event.
32.1.5 The Organiser reserves the right, in its sole discretion, to require that any Client Occupier enter into a separate contractual arrangement with the Organiser in respect of the Client Occupier's use of Space in respect of the Event, including as a pre-condition to its acceptance of a Client Occupier pursuant to paragraph 3 above.