Conference Exhibitor: Terms and Conditions v1.3
In these terms and conditions (the “Terms”) the following expressions shall, unless the context otherwise requires, have the following meanings:
“Agreement” means the agreement between the Exhibitor and the Organiser pursuant to which the Exhibitor agrees to purchase a Package at the Event which comprises the Particulars, these Terms, the Exhibitor Manual and the Additional Regulations.
“Applicable Law” means any legislation, order, regulation, direction, ruling, action, request or guidance of any government, court of competent jurisdiction, or competent national or international authority, or any dependent agency, commission, bureau or other instrument thereof (including, without limitation, any public health authority)
“Charges” means the amount agreed as payable by the Exhibitor in respect of the Package and as specified as the total price (plus applicable tax) in the Particulars and to be paid to the Organiser by the Exhibitor in full immediately.
“Data Protection Laws” means any applicable laws or regulations which governs the collection and processing of personal data (as amended or superseded from time to time) including (without limitation and as applicable) the Data Protection Act 2018, the EU Data Protection Directive (95/46/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 and the General Data Protection Regulation (EU 2016/679) (“GDPR”).
“Delegates” collectively, all individuals who are delegates of the Event and as such authorised to attend the Event, including all individuals who are speakers or panellists or who are employed or engaged by any third party exhibitors, sponsors, partners or service providers participating in the Event.
“Delegates Data” personal data of or relating to Delegates
“Event” means the Affiliate Summit and/or Affiliate Meet Markt conference(s) set out in the Particulars.
“Event Dates” means the date(s) of the Event set out in the Particulars.
“Exhibitor” means any person to whom a Package at the Event shall have been allotted pursuant to the Agreement and shall include all staff, employees, servants and agents of such person.
“Exhibitor Manual” means the manual of information provided by the Organiser to the Exhibitor in relation to the Event.
“Exhibitor Staff Data” means personal data of or relating to the Exhibitor’s personnel, whether employees or contractors, who are involved in the Event (whether or not attending it).
“Online Platform” means an online platform used in the delivery of the Package and/or all or part of the Event, where applicable.
“Organiser” means Clarion Events Limited.
“Package” means those particular products and services identified in the Particulars which may include one or more of the following: registrations, passes, sponsorship rights, access to networking / lead opportunities, branding and attributions, and/or any other activities (as applicable) provided by the Organiser in connection with the Event, together with any ancillary support services provided by the Organiser (further information on this will be available from the events team and provided in Exhibitor Manual).
“Particulars” means the particulars either (a) at the beginning of this Agreement or (b) the booking details section on the online registration platform, as applicable, which is incorporated into this Agreement and which identifies the contracting parties and may include, without limitation: details of the Event and Package; prices and applicable tax(es); payment schedule; the signature block; or the ‘tick box’ acceptance of these Terms (as applicable).
“personal data” and processing shall have the respective meanings given to them in applicable Data Protection Laws from time to time (and related expressions, including process, processed, and processes shall be construed accordingly) and personal data breach shall have the meaning given to it in the GDPR (as amended or superseded from time to time).
“Restricted Country” means any country of the world which at the relevant time is not (a) within the European Economic Area; nor (b) the subject of any adequacy decision by the European Commission pursuant to Article 45 GDPR.
“Venue” means the venue in which the Event shall take place.
“Venue Owner” means the proprietor of the Venue, together with its agents, employees and workmen.
2. APPLICATION OF TERMS
2.1 No modification of the terms of this Agreement is binding on the Organiser unless in writing and signed by a director of the Organiser. These Terms override any other terms or conditions stipulated, stated to be incorporated or referred to by the Exhibitor in correspondence, pre-agreement negotiations or otherwise.
2.2 Where there is a conflict between the Particulars and these Terms, the Particulars shall prevail.
2.3 In this Agreement, a reference to a "person" includes any individual, firm, company, corporation, body corporate, government, state or agency of trust or foundation, or any association, partnership or unincorporated body of two or more of the foregoing (whether or not having separate legal personality and wherever incorporated or established)
3. GRANT OF RIGHTS
3.1 In consideration of payment by the Exhibitor of the Charges in accordance with this Agreement, and the performance by the Exhibitor of all of its other obligations under this Agreement, the Organiser grants to the Exhibitor: (a) permission to attend the Event at the Venue during the Event Dates and to exercise the rights of access and entry as set out in these Terms subject to the Organiser’s use of the Venue and the exercise of any rights not conflicting with the other terms or obligations of this Agreement; and (b) the assorted rights in respect of the Package with regard to the Event.
3.2 Organiser reserves the right in its sole discretion to refuse or to disable or to restrict any access, at any time, if in Organiser’s reasonable discretion, Exhibitor has failed to comply with any of the provisions of these Terms.
4. EXHIBITOR’S CONDUCT
4.1 Organiser endeavours to provide an inclusive and informative environment for all participants in the Event where everyone is treated with dignity and respect. Exhibitor shall conduct itself in an appropriate, professional and business-like manner during the Event. Offensive, abusive or discriminatory language and/or behaviour is not permitted.
4.2 Without prejudice to clause 4.3, Exhibitor acknowledges that Organiser reserves the right to exclude or remove participants from the Event if, in its sole but reasonable discretion, Organiser determines that: Exhibitor’s presence is undesirable and may adversely impact the brand or reputation of the Event and/or Organiser; or Exhibitor’s behaviour in any way breaches these Terms or is disruptive or hinders the enjoyment of the Event by other sponsors, delegates and/or any other attendees / participants. Organiser’s decision is final and Organiser accepts no responsibility or liability for any costs, claims, damages or expenses incurred by Exhibitor in connection with such exclusion or removal.
4.3 The Exhibitor shall, in the performance of its obligations and exercise of its rights under this Agreement, comply with all Applicable Law and all reasonable instructions given by or on behalf of Organiser and/or the Venue Owner, including in relation to any security arrangements.
4.4 Exhibitor is responsible for ensuring its own safety and security whilst attending the Event. Save as set out at in these Terms, Organiser shall not be liable for any injury, loss or damage suffered by Exhibitor.
4.5 Exhibitor acknowledges that any Delegate found to be registered using false information or credentials may be refused access and/or removed from the Event(s).
5. FEES AND PAYMENT
5.1 The Exhibitor shall pay the Organiser the Charges, as invoiced by the Organiser and/or in accordance with the payment instructions on the online registration platform.
5.2 All Exhibitors shall make all payments in the applicable currency by credit card or by bank transfer. In all cases, the Organiser reserves the right to refuse cheque payments. The Organiser reserves the right to refuse to let the Exhibitor attend the Event and/or enjoy the benefits of the Package if the Organiser has not received cleared funds of all payments due from the Exhibitor.
5.3 All sums payable by the Exhibitor under this Agreement are stated exclusive of VAT and any other equivalent sales taxes or duties; and the Exhibitor shall pay all such VAT or other taxes or duties to the extent applicable in addition to the principal sum, at the rate prevailing on the date of the relevant invoice. The Exhibitor acknowledges that different tax regimes and rates may apply in circumstances in which an Event has both virtual and in-person elements.
5.4 The Exhibitor shall not be entitled, under contract or common law, to set off any amount owed to it by the Organiser, against any present or future amount which the Exhibitor owes to the Organiser under or in connection with this Agreement.
5.5 All sums payable by the Exhibitor to the Organiser under or in respect of this Agreement shall be paid free and clear of any deductions, withholdings or counterclaims, save only as may be required by law. Should the Exhibitor be required by law to make a deduction or withholding from any such sum, the Exhibitor shall pay to the Organiser such sum as shall, after the deduction or withholding has been made, leave the Organiser with the same amount as the Organiser would have received had no deduction or withholding been made.
6. PASSES / TICKETS, DISCOUNTS AND CODES
6.1 Organiser reserves the right to approve or reject any application in relation to the Event(s) at its sole discretion.
6.2 Any discount code offered in relation to a Package shall be valid only in relation to the approved individual and shall not be transferable.
6.3 All complimentary affiliate pass codes are valid for 2 weeks from the day they were distributed to the attendees. After this point, the code will be considered invalid and a replacement code will not be provided. Any requests made after the application deadline (which can be found on our website) will automatically be declined.
6.4 Affiliate Pass codes cannot be redeemed onsite at the applicable event and must be used via the Affiliate Summit online registration portal.
6.5 Should an event reach maximum capacity, Affiliate Summit does not guarantee admission as a result of the distribution of a discount code.
6.6 Organiser reserves the right to decline any applicants that conflict with Organiser’s core values, or cancel any tickets due to improper use.
6.7 A substitute attendee can be named by the Exhibitor at any time before the Event starts and no fees will be applied to this. This transfer of pass cannot be completed onsite at the Event.
6.8 Discount codes cannot be combined with any other offers or credit received from a previous event. Any credit issued must be used by the original recipient and cannot be transferred.
6.9 Discounts cannot be retroactively applied to a completed Package purchase. Additionally, refunds or credits cannot be issued of equivalent value to any offered discounts or promotions. Complimentary upgrades are considered on a show-by-show basis at the discretion of the Organiser. Organiser does not guarantee an upgrade is applicable and Organiser retains the right to decline upgrade requests at any time, for any reason at its sole discretion.
6.10 Early bird pricing windows (including Super Early Bird, Early Bird, and Just in Time price tiers) are final unless otherwise adjusted by an active promotion. After the pricing window has closed, the expired rate will no longer be made available and cannot be retroactively applied.
6.11 If an Exhibitor is found using a discount code that was not provided for the code’s intended use, the Exhibitor’s Package will be cancelled and no refund will be issued.
6.12 No element of the Package, including passes or tickets are eligible for resale. Any resold element will be immediately considered void and ineligible for a refund.
6.13 Discount codes cannot be redeemed onsite at the Event.
6.14 Ticket holders may not sell, offer for sale, offer at auctions, resell, donate, act as commercial agent for another party or otherwise transfer their tickets to the Event in any way without the specific prior written consent of Organiser. Ticket/pass transfers will not be processed during the Event or three (3) Days prior to the start of the Event.
6.15 Once a ticket/registration is confirmed, Exhibitor may only change the assignment of its attendees a maximum of two (2) times by submitting a Guest Ticket Transfer Request. You must submit a transfer request to: email@example.com.
7. CANCELLATION BY EXHIBITOR
7.1 If an Exhibitor cancels their Package, up until 9 months before the Event, the Exhibitor will incur a cancellation fee of 100% of the Charges. If an Exhibitor cancels 9 months or more before the Event, the Exhibitor will incur a cancellation fee of 50% of the Charges. All refunds will be sent four to six weeks after the Event has concluded. Cancellation of Package does not guarantee that any previously submitted information will not be included in printed material.
7.2 If Exhibitor is entitled to a refund, Organiser will make the reimbursement using the same means of payment as Exhibitor used for the initial transaction and Exhibitor will not incur any fees as a result of the reimbursement save for Organiser reserving the right to deduct any bank charges payable by it as a result of the reimbursement.
7.3 The Organiser may accept or decline in its sole discretion the Exhibitor’s request to cancel.
7.4 Notwithstanding that the Organiser may re-sell or re-allocate the cancelled Package after cancellation by the Exhibitor, the Organiser shall be under no obligation to reimburse all or any part of a cancellation charge.
8. POWERS AND DISCRETION OF THE ORGANISER
8.1 The Organiser shall be entitled (at its sole discretion) to change:
(a) the format (including, without limitation, from a physical in-person conference to a virtual conference and vice versa), speakers, participants, content, venue, location, timings and programme or any other aspect of the Event at any time and for any reason, whether or not due to a Force Majeure Event, in each case without liability.
(b) the dates and/or opening times of the Event or cancel the Event at any time for any reason. Where Organiser changes the date for any reason except due to a Force Majeure Event (in which case the terms of clause 9 shall apply) Organiser shall automatically transfer your registration to the rearranged Event.
8.2 In the event that the Event is permanently cancelled (and not postponed) by Organiser for any other commercial reason including (without limitation) the lack of support for the Event, Organiser will refund to the delegate all Charges paid by the delegate to Organiser and you agree and acknowledge that you will have no further claim whatsoever against Organiser in respect of such cancellation.
9. FORCE MAJEURE
9.1 Where a Force Majeure Event has or may have (in Organiser's sole discretion) an adverse impact on: (i) the ability of Organiser to hold the Event at the planned Venue and/or on the Event Dates; or (ii) the Event generally, then Organiser shall be entitled but not obliged (in its sole discretion) to either: (i) provide an alternative format, facility, timings / opening hours or venue (including virtual) for the Event; and/or (ii) reschedule the Event; or (iii) cancel the Event. Any of the Charges paid by Exhibitor and received by Organiser shall be applied to any rearranged or rescheduled Event held pursuant to this clause 9 and Exhibitor shall not be entitled to object to such rearranged or rescheduled Event or have any right to claim any compensation in respect thereof. If Organiser is unable or elects not to rearrange or reschedule the Event pursuant to this clause 9, then Exhibitor will (as its sole remedy) be entitled to receive either a refund or credit note in respect of the Charges received in cleared funds by Organiser with regard to such cancelled Event.
9.2 For the purpose of these Terms "Force Majeure Event" means any event or circumstance arising that is beyond the reasonable control of Organiser (including but not limited to governmental laws, ordinances, regulations, requisitions, restrictions, guidelines, recommendations or action, imposition of sanctions, embargo, military action, acts or threats of terrorism or war, mob, civil commotion or riot, health scares (including without limitation, epidemic and pandemic (e.g., COVID-19), whether or not new, ongoing or recurring), fire, acts of God, flood, drought, earthquake, severe weather, disaster, disruption to transportation, third party contractor/supplier failure, venue damage or unfitness or cancellation or unavailability, industrial dispute, strikes, labour disputes, interruption/failure of utility service, lack of commodities or supplies, accidents, nuclear, chemical or biological contamination, speaker or participant cancellation or withdrawal, or any other comparable calamity or casualty.
9.3 To the fullest extent permitted by the Applicable Law, Organiser shall not be liable to Exhibitor for any loss, delay, damage or other liability incurred resulting from or arising in connection with any actions taken by Organiser pursuant to clause 9.1 including cancellation or date change of the Event howsoever arising or any Venue change. Exhibitor acknowledges and agrees that the provisions of clauses 8 and 9 set out Exhibitor’s sole remedy should the Event be changed, postponed or cancelled and all other liability of Organiser is expressly excluded.
9.4 Subject always to clause 9.2 and 9.3 above, if, by reason of any Force Majeure Event, Organiser is delayed in or prevented from performing any of its obligations to Exhibitor under these Terms or otherwise, then such delay or non-performance shall not be deemed to be a breach of these Terms and no loss or damage shall be claimed by Exhibitor by reason thereof. Organiser's obligations shall be suspended during the period of the delay or non-performance and Organiser and you shall each use reasonable endeavours to mitigate the effect of the Force Majeure Event.
10. ACCESS TO AND USE OF AN ONLINE SERVICE
(THIS CLAUSE ONLY APPLIES WHERE ALL OR ANY PART OF THE EVENT IS PROVIDED IN A VIRTUAL FORMAT)
10.1 Should the Event involve the use of an online service, Exhibitor undertakes to be responsible for any technical requirements needed to enable it to access the Event website, app or other platform made available by Organiser to facilitate participation in the Event (the "Online Platform”).
10.2 Organiser does not guarantee that the Online Platform, or any content on it, will always be available or be uninterrupted. Access to the Online Platform is permitted on a temporary basis. Organiser may suspend, withdraw, discontinue or change all or any part of the Online Platform without notice. Organiser will not be liable to you if for any reason the Online Platform is unavailable at any time or for any period. Organiser may update or change the Online Platform and/or change the content on it at any time.
10.3 Exhibitor agrees not to:
(b) do any act or thing that might damage, disrupt or otherwise interfere with the operation of the Online Platform or any equipment, network or software used in operating the Online Platform;
(c) make libellous postings or defamatory comments or any postings / comments which are illegal or infringe the intellectual property rights of any third party.
10.4 Organiser does not guarantee that the Online Platform will be totally secure or free from bugs or viruses. Exhibitor is responsible for configuring its information technology in order to access the Online Platform and Organiser recommends that the Exhibitor use its own virus protection software.
10.5 Exhibitor must not misuse the Online Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. Exhibitor must not attempt to gain unauthorised access to the Online Platform, the server on which the Online Platform is stored or any server, computer or database connected to the Online Platform. Exhibitor must not attack the Online Platform via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, Exhibitor would commit a criminal offence under the Computer Misuse Act 1990. Organiser will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing Exhibitor’s identity to them. In the event of such a breach, the Exhibitor’s right to use the Online Platform will cease immediately.
10.6 All rights in all presentations, materials and documentation - published or otherwise made available as part of the Event (“Content”) are owned by Organiser or are included with the permission of the owner of the rights. No (i) photography, filming or recording at the Event or on the Online Platform by Exhibitor; or (ii) republication, broadcast or other dissemination of the Content, is permitted. Exhibitor shall not distribute, reproduce, modify, store, transfer or in any other way use any of the Content (save that use by the relevant sponsor for internal business purposes shall be permitted), and in particular (but without limitation) Exhibitor shall not download, store, reproduce, transmit, display, copy, distribute, exploit or use the Online Platform and/or any Content thereon for its own commercial gain.
10.7 Organiser does not endorse or accept any responsibility for the Content and/or Materials, or the use of, any goods or services that may be identified or described on the Online Platform and Organiser shall not be liable for any loss or damage caused or alleged to be caused by or in connection with use of, or reliance on, any Content, goods or services available on or through the Online Platform or any website or other resource referenced therein.
10.8 Any posts, messages or other materials, information or data Exhibitor supplies or uploads to the Online Platform (collectively, "Materials") will be considered non-confidential and non-proprietary, and Organiser has the right to use, copy, distribute and disclose to third parties any such Materials for any purpose. Exhibitor hereby waives any moral rights in any Materials to the extent permitted by Applicable Law. Organiser reserves the right, at its sole discretion, to edit or remove postings to any message boards on the Online Platform and delete or use electronic methods to block or filter any Materials at Organiser’s discretion, but without any obligation to do so.
10.9 Organiser is under no obligation to oversee, monitor or moderate any interactive service it provides on the Online Platform and, without limitation, Organiser expressly excludes all liability for any loss, injury or damage whatsoever arising from the use of any interactive service by any user, whether the service is moderated or not.
11. DATA PROTECTION, PRIVACY AND INFORMATION
11.2 Roles of the parties. If and to the extent that the Data Protection Laws apply to processing by the Organiser of personal data under this Agreement, then the parties hereby agree that: (a) in respect of any disclosure by either party to the other of any Delegate Data (excluding Exhibitor Staff Data), each party shall be a separate controller and Part 1 of Annex 1 of these Terms shall apply; (b) in respect of any disclosure by the Exhibitor to the Organiser of the Exhibitor Staff Data in connection with the operation of the Event or which is required to enable the Organiser to perform its obligations under this Agreement, the Exhibitor shall be the controller and the Organiser shall be the processor of such Exhibitor Staff Data, and Part 2 of Annex 1 of these Terms shall apply.
11.3 The Exhibitor agrees:
(a) that it will not contact, in any manner whatsoever any confirmed Delegates in advance of the Event without advance written consent from the Organiser (other than Delegates who are existing customers of Exhibitor in the ordinary course of business);
(b) to indemnify and hold harmless the Organiser against all expenses, costs, claims, losses and liabilities incurred by the Organiser or for which the Organiser may become liable due to any failure by the Exhibitor to comply with these Terms and Data Protection Laws including without limitation, due to any failure by the Exhibitor to implement and maintain appropriate technical and organisational measures to protect personal data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.
11.4 International transfers. In respect of any transfer of Delegate Data by the Organiser to the Exhibitor, in circumstances in which the Organiser is established in the United Kingdom or a country within the European Economic Area and the Exhibitor is established in a Restricted Country, Part 3 of Annex 1 of these Terms shall apply.
11.5 Delegate Data.
(a) Exhibitor acknowledges that the Delegate Data is confidential and shall not under any circumstances be sold, published, disclosed, transferred, distributed, copied, forwarded or duplicated, in whole or in part, in any manner or form, for any reason, to any third party. Subject to clause 11.5(b) below, the information may be used for Exhibitor’s internal purpose use only.
(b) Exhibitor shall ensure that any necessary consent has been obtained and/or privacy notice has been provided to individuals as required to allow the processing purposes and data sharing described in this Agreement and shall establish its own lawful basis of processing such Delegate Data, and shall provide evidence of such lawful basis including any notice or consent where requested by Organiser in advance of any such activity.
(a) The contents of the Event(s) and Online Platform, if applicable, are based upon sources of information believed to be reliable, however, save to the extent required by applicable law or regulations, no guarantee, warranty or representation (express or implied) is given as to its accuracy or completeness and, the Organiser and its members, officers and employees do not accept any liability or responsibility in respect of the information or any views expressed therein.
(b) Exhibitor agrees to notify Organiser of any changes to any information or representation provided to Organiser and to provide Organiser with any updates to such information as Organiser may reasonably require from time to time.
(c) Organiser reserves the right to film and/or permit approved third party filming at the Event(s) and Exhibitor hereby consents and shall procure the consent of its Delegates to such footage being taken.
12. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE LAW, ORGANISER EXCLUDES: (A) ALL LIABILITY FOR LOSS, INJURY, DISEASE OR DAMAGE TO PERSONS OR PROPERTY AT THE EVENT; (B) ALL INDEMNITIES, WARRANTIES, REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED); AND (C) ANY ACTUAL OR ALLEGED INDIRECT LOSS OR CONSEQUENTIAL LOSS, ANY LOSS OF PROFITS, ANTICIPATED PROFITS, SAVINGS, LOSS OF BUSINESS REVENUE, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OF GOODWILL, OR ANY OTHER TYPE OF ECONOMIC LOSS, SUFFERED BY EXHIBITOR HOWSOEVER ARISING. IF ORGANISER IS LIABLE TO EXHIBITOR FOR ANY REASON, ORGANISER'S TOTAL LIABILITY TO EXHIBITOR IN RELATION TO THE EVENT (WHETHER UNDER THESE TERMS OR OTHERWISE) IS LIMITED TO THE AMOUNT OF ANY CHARGES REMITTED BY EXHIBITOR AND RECEIVED BY ORGANISER IN CLEARED FUNDS.
13.1 The Exhibitor shall indemnify and keep indemnified the Organiser against all loss, damages, costs, charges and expenses (including contingent or consequential loss of profit) whatsoever arising from or in consequence of:
(a) any breach by the Exhibitor of this Agreement;
(b) any loss suffered by the Organiser as a result of default or negligence of the Exhibitor or any of its agents, invitees or employees; and/or
(c) any liability to or claim by any third party (including the employees, agents and invitees of the Exhibitor) arising from the default or negligence of the Exhibitor or any breach by the Exhibitor of this Agreement.
14.1 Without prejudice to any other rights it may have, the Organiser may terminate the Agreement by notice in writing:
(a) if the whole or any part of the amounts due from the Exhibitor to the Organiser are not paid within fourteen days of the due dates (whether formally demanded or not);
(b) if the Exhibitor fails to observe and fulfil any of the terms of the Agreement;
(c) if the Exhibitor shall have a receiver or administrative receiver appointed over all or any part of its assets or an application is made for the appointment of an administrator or an administrator is appointed or the Exhibitor being a partnership has a receiver appointed or is wound up or dissolved or being an individual executes as debtor a deed of arrangement to which the Deeds of Arrangement Act 1914 applies or applies to the Court for an interim order or one is made under Part VIII of the Insolvency Act 1986 or the Exhibitor presents or has presented against him a bankruptcy petition or a bankruptcy order is made against him or he enters into any compromise or arrangement with its creditors or a majority of them in value.
14.2 Upon termination the Exhibitor shall remain liable to pay the Organiser the amounts due from it under the Agreement prior to such termination.
15.1 Organiser reserves the right to amend these Terms from time to time. However, you will be subject to the Terms in force at the time you submit your registration.
15.2 Insurance. Exhibitor shall maintain at all times, at its sole cost and expense, appropriate and sufficient public liability insurance with a reputable insurer with regard to its participation at the Event.
15.3 Advice. Exhibitor expressly acknowledges and agrees that any information or representations received in connection with the Event and/or Online Platform shall not be deemed to constitute the provision of any financial, tax, investment or any other regulated, professional advice in any way whatsoever.
15.4 Severance. The illegality, invalidity or unenforceability of any provision of these Terms shall not affect the legality, validity or enforceability of any other provision and in the event that any particular provision is deemed to be invalid, illegal or unenforceable, then these Terms shall be construed as if such provision was removed and the remainder of these Terms shall be read and construed as if such offending provision had never formed part of these Terms.
15.5 Entire Agreement. These Terms, together with the registration form, 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, and no correspondence or representation written or verbal entered into or which took place before the date of booking.
15.6 Relationship of the parties. Nothing in these Terms is intended to create a partnership, joint venture or legal relationship of any kind between the parties.
15.7 Exhibitor Manual. The Organiser shall provide to the Exhibitor and all other sponsors a Exhibitor Manual before the first day of the Event which, inter alia, contains specific guidance and/or regulations with regard to the manner and conduct of the Event. The Exhibitor agrees to abide by any relevant provisions contained in that Exhibitor Manual.
15.8 These Terms 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 all respects in accordance with the laws of England. The parties irrevocably agree that the courts of England have exclusive jurisdiction to determine any dispute or claim that arises out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims) and the parties submit to the exclusive jurisdiction of the English courts.
15.9 Should you have any reasons for a complaint, we will endeavour to resolve the issue and avoid any re-occurrence in the future. You can always contact us by using the following details.
Contact: Customer Success team
Annex 1, Part 1
Controller – Controller transfers of Delegate Data between the parties
This Part 1 of Annex 1 applies, in circumstances set out in clause 11 of the Terms, to the sharing between the parties of Delegate Data excluding Exhibitor Staff Data (referred to as the “Shared Personal Data” in this Part 1 of Annex 1). This Part 1 of Annex 1 sets out the framework for the sharing of the Shared Personal Data from one party (the “Data Discloser”) to the other party (the “Data Recipient”).
1. Agreed Purpose
1.1 The parties may share and process Shared Personal Data as follows:
(a) the Organiser may share Shared Personal Data to the Exhibitor relating to Delegates who have registered directly via the Organiser’s online event registration portal. Such Shared Personal Data is shared for the purpose of enabling the Exhibitor to contact each Delegate for direct marketing purposes.
(b) the Exhibitor may share Shared Personal Data to the Organiser relating to Exhibitor-Invited Delegates. Such Shared Personal Data is shared for the purposes of enabling the Organiser to provide Event registration services to the Delegates in question and otherwise to perform its obligations under the Agreement.
The parties shall not process Shared Personal Data in a way that is incompatible with the purposes described in this clause (“Agreed Purpose”).
2. Types of Shared Personal Data
2.1 The following types of Personal Data will be shared between the parties during the Term of this agreement:
(a) Delegate Data: name, email, job title, employer
(b) Exhibitor Delegate Date: as above (and being a sub-set of the above)
2.2 Special categories of Personal Data (as set out in Article (1) GDPR) will not be shared between the parties.
2.3 Criminal offence data (namely, personal data relating to criminal convictions and offences or related security measures to be read in accordance with section 11(2) of the DPA 2018) will not be shared between the parties
2.4 The Shared Personal Data must not be irrelevant or excessive with regard to the Agreed Purpose.
3. Lawful, fair and transparent processing
3.1 Each party shall ensure that it processes the Shared Personal Data fairly and lawfully in accordance with this Agreement.
3.2 Each party shall ensure that it has legitimate grounds under the Data Protection Legislation for the processing of Shared Personal Data, and where the legitimate ground relied on is consent, the data subject has provided unambiguous, informed consent in writing and by clear affirmative action.
3.3 The Data Discloser shall, in respect of Shared Personal Data, ensure that it provides clear and sufficient information to the relevant data subjects, in accordance with the Data Protection Legislation, of the purposes for which it will process their personal data, the legal basis for such purposes and such other information as is required by Article 13 of the GDPR including:
(a) if Shared Personal Data will be transferred to a third party, that fact and sufficient information about such transfer and the purpose of such transfer to enable the data subject to understand the purpose and risks of such transfer; and
(b) if Shared Personal Data will be transferred outside the European Economic Area, that fact and sufficient information about such transfer, the purpose of such transfer and the safeguards put in place by the controller to enable the data subject to understand the purpose and risks of such transfer.
3.4 The Data Recipient undertakes to inform the data subjects, in accordance with the Data Protection Legislation, of the purposes for which it will process their personal data, the legal basis for such purposes and such other information as is required by Article 14 of the GDPR including:
(a) if Shared Personal Data will be transferred to a third party, that fact and sufficient information about such transfer and the purpose of such transfer to enable the data subject to understand the purpose and risks of such transfer; and
(b) if Shared Personal Data will be transferred outside the European Economic Area, that fact and sufficient information about such transfer, the purpose of such transfer and the safeguards put in place by the controller to enable the data subject to understand the purpose and risks of such transfer.
3.5 The Data Discloser shall ensure that Shared Personal Data is accurate.
3.6 Shared Personal Data must be limited to the Personal Data described in section 2 above of this Part 1 of Annex 1.
4. Data subjects' rights
4.1 Each party shall provide such assistance as is reasonably required to enable the other party to comply with requests from data subjects to exercise their rights under the Data Protection Legislation within the time limits imposed by the Data Protection Legislation.
4.2 Each party shall maintain a record of individual requests for information, the decisions made and any information that was exchanged. Records must include copies of the request for information, details of the data accessed and shared and where relevant, notes of any meeting, correspondence or phone calls relating to the request.
5. Data retention and deletion
5.1 The Data Recipient shall not retain or process Shared Personal Data for longer than is necessary to carry out the Agreed Purposes. Notwithstanding the foregoing, the parties may continue to retain Shared Personal Data in accordance with any statutory or professional retention periods under Applicable Law.
5.2 The Data Recipient shall ensure that the Shared Personal Data is returned to the Data Discloser or destroyed in accordance with its agreed data retention and deletion policy, once processing of the Shared Personal Data is no longer necessary for the Agreed Purposes.
6.1 For the purposes of this clause, transfers of personal data shall mean any sharing of personal data by the Data Recipient with a third party, and shall include, but is not limited to, the following:
(a) subcontracting the processing of Shared Personal Data;
(b) granting a third party controller access to the Shared Personal Data.
6.2 If the Data Recipient appoints a third party processor to process the Shared Personal Data it shall comply with Article 28 and Article 30 of the GDPR and shall remain liable to the Data Discloser for the acts and/or omissions of the processor.
6.3 The Data Recipient may not transfer Shared Personal Data to a third party located outside the EEA unless it;
(a) complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller); and
(b) ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 of the GDPR; (ii) there are appropriate safeguards in place pursuant to Article 46 of the GDPR; or (iii) one of the derogations for specific situations in Article 49 of the GDPR applies to the transfer.
7. Security and training
7.1 The Data Recipient shall implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of the Shared Personal Data and against accidental loss or destruction of, or damage to, such Shared Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures.
7.2 t is the responsibility of each party to ensure that its staff members are appropriately trained to handle and process the Shared Personal Data in accordance with the technical and organisational security measures set out above together with any other applicable national data protection laws and guidance and have entered into confidentiality agreements relating to the processing of personal data.
8. Personal data breaches and reporting procedures
8.1 The parties shall each comply with its obligation to report a a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Shared Personal Data (a “Personal Data Breach”) to the appropriate supervisory authority and (where applicable) data subjects under Article 33 GDPR and shall each inform the other party of any Personal Data Breach irrespective of whether there is a requirement to notify any supervisory authority or data subject(s). The parties agree to provide reasonable assistance as is necessary to each other to facilitate the handling of any Personal Data Breach in an expeditious and compliant manner.
9. Resolution of disputes with data subjects or the relevant supervisory authority
9.1 IIn the event of a dispute or claim brought by a data subject or the supervisory authority concerning the processing of Shared Personal Data against either or both parties, the parties shall inform each other about any such disputes or claims, and shall reasonably cooperate with a view to settling them amicably in a timely fashion.
9.2 The parties agree to respond to any generally available non-binding mediation procedure initiated by a data subject or by the relevant supervisory authority. If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means). The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes. Each party shall abide by a decision of a competent court of the Data Discloser's country of establishment or of the relevant supervisory authority
10.1 Each party warrants and undertakes that it will:
(a) process the Shared Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments that apply to its personal data processing operations.
(b) respond within a reasonable time and as far as reasonably possible to enquiries from the relevant supervisory authority in relation to the Shared Personal Data.
(c) respond to subject access requests in accordance with the Data Protection Legislation;
(d) where applicable, pay the appropriate fees with all relevant supervisory authorities to process all Shared Personal Data for the Agreed Purpose; and
(e) take all appropriate steps to ensure compliance with the security measures set out in this Part 1 of Annex 1.
10.2 The Data Discloser warrants and undertakes that it is entitled to provide the Shared Personal Data to the Data Recipient, and that it shall ensure that all Shared Personal Data is accurate.
11. Direct marketing
11.1 If the Data Recipient processes the Shared Data for the purposes of direct marketing, each party shall ensure that:
(a) the appropriate level consent has been obtained from the relevant data subjects to allow the Shared Data to be used for the purposes of direct marketing in compliance with the Data Protection Legislation; and
(b) effective procedures are in place to allow the data subject to "opt-out" from having their Shared Personal Data used for such direct marketing purposes.
Annex 1, Part 2
Controller – Processor transfers of Exhibitor Staff Data by Exhibitor to Organiser
This Part 2 applies in the circumstances set out in clause 11 of the Terms. All references in this Part 2 to “the Exhibitor Personal Data” shall mean the personal data as referred to in clause 11.
Instructions for processing
1. The Organiser shall process Exhibitor Personal Data only in accordance with the lawful instructions given by the Exhibitor from time to time, provided that:
(a) where such lawful instructions necessarily prevent, delay or restrict the Organiser from performing any obligations under this Agreement, then the Organiser shall not be liable in respect of such prevention, delays or restrictions;
(b) where such lawful instructions would require or result in any non-compliance by the Organiser of any Data Protection Legislation or any other Applicable Law, the Organiser shall promptly notify the Exhibitor and the Exhibitor shall retract and restate such instructions;
(c) where such lawful instructions require performance in addition to or in excess of what is reasonably required in accordance with good industry practice in order to comply with Data Protection Legislation, and such additional or excess performance requires the Organiser to incur additional cost or expense (including re-allocation of internal resources), then the Organiser shall be entitled to adjust its fees and/or charge additional fees in order to recharge such additional cost or expense to the Exhibitor;
2. The Organiser shall only process the Exhibitor Personal Data as strictly necessary in the performance of its obligations under this Agreement and for no other purpose.
3. The Organiser shall implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of the Exhibitor Personal Data and against accidental loss or destruction of, or damage to, the Exhibitor Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures.
4. The Organiser shall limit access to the Exhibitor Personal Data to those of its authorised personnel who need access to it in order to meet the Organiser’s obligations under this Agreement, and shall ensure that all such personnel are bound by appropriate obligations of confidentiality.
5. Upon termination of this Agreement, the Organiser shall delete all the Exhibitor Personal Data in accordance with its data retention policy.
Cooperation and Breach Notification
'6. The Organiser shall notify the Exhibitor without undue delay:
(d) after becoming aware of any accidental, unauthorised or unlawful destruction, loss, alteration, or unauthorised disclosure of, or access to the Exhibitor Personal Data; or
(e) if it receives from any data subject whose personal data forms part of the Exhibitor Personal Data: (i) any communication seeking to exercise rights conferred on the data subject by the Data Protection Legislation; or (ii) any complaint or any claim for compensation arising from or relating to the processing of the Exhibitor Personal Data.
7. The Organiser shall, at the cost and expense of the Exhibitor, assist the Exhibitor in respect of (a) any requirement of the Exhibitor to notify any Exhibitor Personal Data breach to any supervisory authority, and/or (b) any data protection impact assessment which the Exhibitor may from time to time be required to undertake in accordance with Data Protection Legislation, and/or (c) (where appropriate, taking into account the nature of the Processing) in respect of the Exhibitor’s obligation to respond to requests of any data subject (exercising his or her rights as such) whose personal data forms part of the Exhibitor Personal Data.
8. The Organiser shall, upon reasonable notice, make available to the Exhibitor or grant to the Exhibitor and its auditors and agents, a right of access to and to take copies of any information or records kept by the Organiser pursuant to this Part 2 of Annex 1, solely to the extent necessary to demonstrate the Organiser’s compliance with the Data Protection Legislation and provided always that this clause shall not oblige the Organiser to disclose any confidential information including information relating to any other client.
International Data Transfers
9. Save as otherwise agreed by the parties, the Organiser hereby agrees that it shall not transfer any Exhibitor Personal Data to any country outside the United Kingdom or European Economic Area unless the Organiser has implemented appropriate safeguards in relation to such transfer (within the meaning of Article 46 GDPR) and where necessary the parties have entered into the Standard Contractual Clauses (as defined and as set out in Part 4 of this Annex 1) and any supplemental provisions thereto as reasonable considered necessary; except that the Company may effect such transfer where it is required to do so by the laws of the member states of the EU or EU law (and in such circumstances the Organiser shall inform the Exhibitor of that legal requirement before the transfer, unless those laws prevent it doing so).
10. In circumstances in which (a) the Exhibitor is established in the European Union and the Organiser is established in the United Kingdom, and (b) the United Kingdom is not within the European Economic Area nor the subject of an adequacy ruling pursuant to Article 45 GDPR:
(f) the Organiser and the Exhibitor shall, if requested by the Exhibitor, execute the Standard Contractual Clauses in respect of the transfer to the Organiser of Exhibitor Staff Data, in which respect the Exhibitor shall be the ‘data exporter’ and the Organiser shall be the ‘data importer’; and the parties shall accurately and fully complete all other relevant details (including the Appendices to the Standard Contractual Clauses) but provided that all optional indemnifications shall be excluded; and the parties hereby undertake to execute any replacement or updated Standard Contractual Clauses and/or additional provisions thereto as may be required from time to time in order for each of them to comply with their respective continuing obligations under GDPR; and
(g) the Organiser shall upon the Exhibitor’s written request provide reasonable cooperation and assistance (at the Exhibitor’s cost and expense) in relation to any assessment by the Exhibitor of the laws and practices of the United Kingdom insofar as they affect (or may affect) any relevant processing and which interfere (or may interfere) with the rights of any data subjects of such Exhibitor Staff Data to be transferred; and if the Exhibitor reasonably concludes following such assessment, that additional protections are required to supplement the Standard Contractual Clauses in order to ensure that the protections afforded to such data subjects are essentially equivalent to the guarantees provided under GDPR, then the Organiser shall upon the Exhibitor’s written request enter into the supplemental provisions to be agreed between the parties.
Use of Sub-Processors
11. The Exhibitor hereby authorises the Organiser to disclose Exhibitor Personal Data to those sub-processors of the Organiser disclosed as being required sub-processors from time to time. The Organiser hereby confirms that such sub-processors are or will be bound by equivalent contractual terms as those set out in this Part 2 of Annex 1.
12. The Exhibitor hereby grants to the Organiser a general authorisation to appoint additional or replacement sub-processors under this Agreement, provided that the Organiser shall: (i) notify the Exhibitor by email, providing all requisite information concerning such sub-processor and the processing to be undertaken by it; (ii) provide the Exhibitor with a reasonable opportunity to object to the processing of Exhibitor Personal Data by such new sub-processor and (iii) ensure that such sub-processor is bound by equivalent contractual terms as those set out in this Part 2 of Annex 1.
13. The Exhibitor shall ensure that:
(a) it is entitled to transfer all Exhibitor Personal Data to the Organiser, such that the Organiser may lawfully use, process and transfer such personal data in accordance with this Agreement on the Exhibitor’s behalf; and
(b) all relevant data subjects have been informed (by the Exhibitor) of such use, processing, and transfer as required by all applicable Data Protection Legislation.
Annex 1, Part 3
International data transfers of Delegate Data by Organiser to Exhibitor
This Part 3 of Annex 1 applies to any international transfer of Delegate Data by the Organiser to the Exhibitor in circumstances set out in clause 11.3.
In this Part 3 of Annex 1, the “Standard Contractual Clauses” means a written agreement containing clauses in the form of the standard contractual clauses (controller to processor) for the transfer of personal data to third countries as set out in the Annex to Commission Decision 2010/87/EU, or such replacement or alternative clauses as may be published from time to time pursuant to a subsequent decision by the European Commission.
1 The Exhibitor shall upon the Organiser’s written request execute the Standard Contractual Clauses, in which respect the Organiser shall be the ‘data exporter’ and the Exhibitor shall be the ‘data importer’; and the parties shall accurately and fully complete all other relevant details (including the Appendices to the Standard Contractual Clauses) but provided that all optional indemnifications shall be excluded; and the parties hereby undertake to execute any replacement or updated Standard Contractual Clauses and/or additional provisions thereto as may be required from time to time in order for each of them to comply with their respective continuing obligations under GDPR.
2 The Exhibitor shall upon the Organiser’s written request provide reasonable cooperation and assistance in relation to any assessment required by the Organiser of the laws and practices of the country of establishment of the Exhibitor, insofar as they affect (or may affect) the processing of any Delegate Data transferred or to be transferred to the Exhibitor, which interfere (or may interfere) with the rights of any data subjects of such Delegate Data; and if the Organiser reasonably concludes following such assessment, that additional protections are required to supplement the Standard Contractual Clauses in order to ensure that the protections afforded to such data subjects are essentially equivalent to the guarantees provided under GDPR, then the Exhibitor shall upon the Organiser’s written request enter into supplemental provisions in a form reasonably required by the Organiser.