Terms and Conditions
TERMS AND CONDITIONS
1. THE EVENT AND MEETINGS
1.1 In consideration of the Registration Fees, UBMi shall provide access to the Event to Delegate Attendee and, if applicable, arrange Meetings at the Event in accordance with the terms and conditions of this Agreement (including the Additional Terms). 1.2 Except as otherwise expressly provided in this Agreement, UBMi shall be responsible, for procuring, obtaining and making available, such facilities, resources, personnel, information and materials as are reasonably necessary and/or appropriate to perform its obligations under this Agreement. 1.3 UBMi reserve the right to refuse the registration and/or attendance at the Event of any Delegate or Delegate Attendee at any time. 1.4 UBMi cannot guarantee the number of attendees at the Event and the number of expected attendees indicated by UBMi at any time is estimated based on previous experience and information received regarding the status of the event at that point in time. 1.5 If applicable, UBMi shall provide badges, directories and other printed and electronic information. UBMi reserves the right to design, layout, edit, change such materials in its sole discretion. 1.6 UBMi has no responsibility and liability for any third party services provided in connection with the Event.
2. DELEGATE OBLIGATIONS
2.1 Delegate and Delegate Attendee shall co-operate with UBMi in all manners relating to attendance at the Event and must comply with the Additional Terms and all reasonable instructions given by UBMi its personnel or sub-contractor. 2.2 If UBMi’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Delegate, Delegate Attendee, or other personnel UBMi shall not be liable for any costs, charges or losses sustained or incurred by Delegate that arise directly or indirectly from such prevention or delay. 2.3 Delegate shall be responsible and liable for obtaining all rights, consents and licences for its use of any third party intellectual property rights or other materials used at the Event.
3. REGISTRATION FEES AND PAYMENT
3.1 Delegate shall pay the Registration Fees in full as set out in the Order. 3.2 Unless otherwise agreed by the parties and stated in the Order, Registration Fees and any Cancellation Fee (together “Fees”): 3.2.1 shall be paid by Delegate within 30 days of the date of UBMi’s invoice for such Fees (as applicable); 3.2.2 unless UBMi directs otherwise, shall be paid in local currency; and 3.2.3 are stated as being exclusive of VAT or other relevant tax which shall be payable, if applicable, by Delegate in addition. 3.3 Time shall be of the essence regarding payment of any Fees. 3.4 Without prejudice to any other right or remedy that UBMi may have, in the event Delegate fails to meet any payment obligations, UBMi shall be entitled in its sole discretion to deem that Delegate has cancelled its requirement for registration at the Event (including any Meetings) and UBMi may exercise its rights pursuant to clause 7. 3.5 If any amounts payable under this Agreement are not paid to UBMi by their due date for payment then UBMi shall be entitled to charge interest on such sum from the day following the due date for payment at the rate of 4% per annum above Lloyds TSB Bank plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment.
4. DATA PROTECTION AND PRIVACY
4.1 By providing contact details in the Order for Delegate, Delegate consents to being contacted for direct marketing purposes by UBMi and UBMi’s appointed contractors or third parties. 4.2 Delegate acknowledges and agrees that information it supplies to UBMi may be used for publication in UBMi directories, catalogues and websites and also to provide Delegate with information about UBMi products or services. 4.3 At any time, if Delegate or Delegate Attendee no longer wishes to receive anything from UBMi Delegate shall notify the UBMi Data Protection Coordinator at the address set out above or by e-mail UBMiidpa@ubm.com. 4.4 Each party shall comply with its obligations and duties under applicable data protection legislation and shall ensure that it does not knowingly or negligently do, nor omit to do, anything which causes, or may cause, the other party to be in breach of its obligations under the data protection legislation. For the purposes of this clause “data protection legislation” includes the Data Protection Act 1998 in the UK and all applicable laws and regulations relating to the processing of personal data and privacy.
5.1 A party (Receiving Party) shall keep in strict confidence all technical or commercial knowhow, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or sub contractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or sub contractors as need to know it for the purpose of discharging the Receiving Party’s obligations under this Agreement, and shall ensure that such employees, agents or sub contractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 5 shall survive termination of this Agreement.
6.1 Neither UBMi nor any of its respective agents shall be liable to Delegate under this Agreement in contract, tort (including negligence and breach of statutory duty) or otherwise for any loss of profits (whether direct or indirect), revenue, goods, use, anticipated savings, goodwill, reputation or business opportunity or for any indirect, incidental special or consequential loss arising under this Agreement (whether or not reasonably foreseeable and even if it had been advised of the other incurring the same). 6.2 UBMi’s total liability in contract, tort (including negligence or breach of statutory duty) or otherwise arising in connection with this Agreement shall be limited to the Registration Fees paid by Delegate to UBMi under this Agreement. 6.3 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement. 6.4 Nothing in this Agreement purports to exclude or limit the liability of either party for death or personal injury as a result of its negligence, fraud or fraudulent misrepresentation or any liability that cannot be excluded by law.
7. TERMINATION AND CANCELLATION
7.1 UBMi may terminate this Agreement at any time by written notice to Delegate upon the occurrence of any of the following events: 7.1.1 the Event is cancelled due to any act outside the reasonable control of UBMi including without limitation act of God, governmental act, fire, flood, explosion, act of terrorism, strike, weather, or the Event venue or premises becomes unavailable and/or unfit for occupancy and/or use. 7.1.2 Delegate enters into a insolvency event including administration, liquidation, or composition and/or arrangement with creditors (to include similar events under the laws of other countries) or ceases or threatens to cease to carry on business; 7.1.3 Delegate, Delegate Attendee or other personnel does anything to conduct itself/ themselves so as to bring itself/themselves, the Event or UBMi into disrepute; 7.1.4 Delegate is in breach of any provision of this Agreement which is not remediable or (if such breach is remediable) if Delegate fails to remedy that breach within 10 days of receiving written notice of such breach from UBMi; or 7.1.5 Delegate is in breach of any applicable local legislation, rule or regulation. 7.2 If this Agreement is terminated under any of clauses 7.1.2 to 7.1.5 inclusive then: (i) any and all payments made in respect of this Agreement shall be retained by UBMi and forfeited by Delegate; and (ii) UBMi shall have the right to invoice for and (within 28 days of the date of such invoice) Delegate shall pay the Registration Fees (or any balance if applicable) and the Cancellation Fees if applicable (as set out in the Order). 7.3 Termination of this Agreement shall not prejudice any of the parties’ rights and remedies which have accrued as at termination. 7.4 Notwithstanding any termination of this Agreement the provisions which by their nature are intended to survive such termination will remain in full force and effect including, without limitation, the obligations of confidentiality.
8.1 Delegate may not assign, sub-license, subcontract or transfer any of your rights or obligations under this Agreement without UBMi’s prior written consent. 8.2 All notices shall be in writing and given either personally or by first class post to the address set out in the Order. For first class post such notice will be deemed to have been served 48 hours after posting and proof that the envelope containing the notice was properly addressed and sent prepaid shall be sufficient evidence of service. Notices given in person shall be deemed to be served immediately on receipt. 8.3 In the event of any conflict or inconsistency between the Terms and the Order, the Terms shall prevail. 8.4 This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, arrangements, understandings or proposals (whether written or oral) of any nature between the parties relating to the subject matter of this Agreement. 8.5 UBMi reserves the right to set off any indebtedness of Delegate to UBMi against any indebtedness of UBMi to Delegate. 8.6 No waiver by UBMi of any provisions of this Agreement or any of its rights under this Agreement shall have effect unless given in writing and signed by any director of UBMi. UBMi’s rights shall not be prejudiced or restricted by any concession, indulgence or forbearance extended to Delegate. 8.7 No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of Delegate and UBMi. 8.8 Nothing in this Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). 8.9 The provisions contained in each clause, and sub-clause of this Agreement shall be enforceable independently of each of the others and its validity shall not be affected if any of the others is invalid. If any of those provisions is void but would be valid if some part of the provisions were deleted, the provision in question shall apply with such modification as may be necessary to make it valid. 8.10 A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce, or to enjoy the benefit of, any term of this Agreement. 8.11 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 English law. 8.12 The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).