Policy

Exhibitor T&Cs

Exhibitor terms and conditions

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in these Terms and Conditions (the “Conditions”):

“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity;

“Agreement” means these Conditions, the Exhibitor Manual and the Booking Form;

“Booking Form” means the Organiser’s prescribed form for booking space at the Event to which these Conditions are attached, and which is to be completed, signed and returned to the Organiser by the prospective Exhibitor;

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

“Business Hours” means the period from 9.30 am to 5.00 pm on any Business Day;

“Confidential Information” means the terms of this Agreement and all information in any medium or format (written, oral, visual or electronic) and whether or not marked or described as “confidential” which relates to a Party (the “Disclosing Party”), or its Affiliates’ respective businesses, finances, employees, officers, customers or suppliers, and which is directly or indirectly disclosed by the Disclosing Party to the other Party or to one of its Affiliates in the course of their dealings relating to this Agreement, whether before or after the date of this Agreement;

“Control” means in respect of any corporate entity, the beneficial ownership of more than 50% of the issued share capital of that entity or the legal power to direct or cause the direction of the general management of that entity, and Controls and Controlled shall be construed accordingly;

“Data Protection Regulations” means all applicable data protection, privacy and electronic marketing legislation (which may include but is not limited to General Data Protection Regulation (EU) 2016/679, UK GDPR and any legislation and/or binding regulations amending, replacing, supplementing, implementing them or made in pursuance of them including the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 as amended and any codes of practice relating to the same;

“Event” means the event (as described on the Booking Form) to be held at the Venue or at such other location and dates as the Organiser designates in accordance with these Conditions;

“Event Website” means the website setting out details of the Event;

“Exhibit” means the articles put on display by the Exhibitor;

“Exhibit Space” means the amount of space at the Venue allocated to the Exhibitor during the Event, as set out in the Booking Form;

“Exhibitor” means the company, firm or person identified as the Exhibitor on the Booking Form, who has applied for and been allocated space at the Event;

“Exhibitor Manual” means the document setting out the information relevant to the Event (which may include the Organiser’s operational procedures and requirements);

“Exhibitor Representative” means the person named on the booking form by the Exhibitor to be its representative in connection with all matters concerning the Exhibitor and the Event;

“Force Majeure” means an event beyond the reasonable control of the Organiser,

including but not limited to act of god, strike, lock-out or other industrial disputes (whether involving the workforce of the Organiser or of any other party), war, riot, hostilities (whether war be declared or not), armed conflict, terrorist attack, terrorist activity, nuclear, chemical or biological contamination, sonic boom, civil commotion, invasion, revolution, failure of the transport or utility network, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, flood, fire, storm, disease, epidemic, pandemic, guidelines relating to Covid19 or default of suppliers or subcontractors;

“Intellectual Property Rights” means any and all present and future, patents, inventions, know-how, trade secrets and other confidential information, trade marks, service marks, logos, emblems, badges, mascots, insignia, identifying music and sounds, get-up, domain names, business names, trade names, moral rights, performance rights, registered designs, copyrights, database rights, the sui generis rights of extraction relating to databases, design rights and other intellectual property rights of whatever nature, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world;

“Organiser” means LAMMA Ltd, with registered office at Unit 4 Caxton Road, Fulwood, Preston, PR2 9NZ, England or an Affiliate as identified in the Order.

“Parties” means the Organiser and the Exhibitor, and “Party” means either of them as applicable;

“Shell Scheme Stand or Modular Stand” means the standard form stand design provided by the Organiser as set out in the Event Manual;

“Space Only Exhibitor” means those Exhibitors who only buy space from the Organiser and erect their own stand and/or exhibit material rather than buying space together with a Shell Scheme Stand or Modular Stand;

“Term” means the period from the date that the Booking Form is signed by both Parties until the close of the Event, or such other term as is stated on the Booking Form;

“Total Price” means the total amount due to the Organiser from the Exhibitor under this Agreement;

“UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018;

“VAT” means value added tax chargeable under English Law for the time being and any similar additional tax or for non-UK shows the equivalent tax chargeable under the law of the relevant jurisdiction; and

“Venue” means the venue of the Event as stated on the Booking Form.

1.2 The clause headings are included for convenience only and shall not affect the interpretation of this Agreement.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.

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

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender shall include a reference to the other genders.

1.6 A reference to any Party shall include that Party’s personal representatives, successors and permitted assigns.

1.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and a reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.8 A reference to writing or written includes email.

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

1.10 References to clauses are to the clauses of this Agreement.

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

1.12 Any obligation in this Agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.

Application

2.1 The completion, signing (via Docusign or otherwise) and return of the Booking Form to the Organiser by the Exhibitor will constitute an offer by the Exhibitor to book the Exhibit Space for the Event upon these Conditions.

2.2 If the Organiser accepts the Exhibitor’s offer, it shall email an electronic booking form to the Exhibitor to confirm its acceptance. The Agreement between the Parties shall come into effect on the date the Booking Form has been signed by the exhibitor.

2.3 In the event of a dispute between these Conditions, any provision of the Booking Form and any provision of the Exhibitor Manual:

2.3.1 the provisions of the Booking Form shall prevail over these Conditions and the Exhibitor Manual; and

2.3.2 the provisions of these Conditions shall prevail over the Exhibitor Manual.

Allocation of Space

3.1 The Organiser shall use reasonable endeavours to allocate the space or facilities applied for by the Exhibitor. However, in order to facilitate an orderly layout of the Event, the Exhibitor agrees to accept such space as may be reasonably allocated to it, provided that the amount of space allocated to the Exhibitor by the Organiser is not less than the amount of space allocated to the Exhibitor in the Booking Form.

3.2 The area allocated to the Exhibitor in accordance with clause 3.1 shall be the full extent of the display area available to it at the Event and the Exhibitor shall not be entitled to exhibit outside of this space. If any dispute arises as to the allocation of space, the decision of the Organiser is final.

3.3 In the event of the Exhibitor giving written notice at any time prior to the Event of its intention not to take possession of or use such space allocated to it, or in the event of its failure to take possession of such space by the day prior to the opening of the Event, the Organiser may, without prejudice to its other rights, deal with such space as the Organiser in its absolute discretion thinks fit.

3.4 Machinery can only be displayed on other stands, where the main manufacturer is supporting the show.

3.5 Machinery dealers can display brands that they deal with on their own stands, but they cannot be used as placements on other stands if the main manufacturer is not in attendance. Similarly, if a piece of equipment is designed for a specific machine and cannot be used on another manufacturer’s equipment, then that machine can be used to display the equipment on the stand a the organiser’s discretion. It cannot be used as placements outside the equipment exhibitors stand.

Payment

4.1 The Exhibitor shall pay the Total Price to the Organiser, payable in the instalments and on the dates set out in the Booking Form, or if not stated in the Booking Form, then:

4.1.1 50% of the Total Price on the Exhibitor signing the Booking Form; and

4.1.2 the balance of the Total Price no later than 6 months prior to the Event.

4.2 The Exhibitor must pay to the Organiser in full any other amounts payable under this Agreement within 30 days of the date of an invoice issued by the Organiser.

4.3 Payment may be made by cheque, credit card, debit card, bank transfer, or any other payment method offered by the Organiser from time to time.

4.4 All amounts payable to the Organiser under this Agreement are to be paid by the Exhibitor free and clear of currency control restrictions, bank charges, fees, duties or other transactional costs, the payment of which shall be the Exhibitor’s sole responsibility.

4.5 The Exhibitor shall not make any deductions from, nor set-off any sums in relation to the amounts payable to the Organiser under this Agreement. The Organiser may set off any sums that it owes the Exhibitor against any sums that the Exhibitor owes to it.

4.6 The Exhibitor must pay VAT and/or any other applicable sales tax in respect of the Total Price.

4.7 The Organiser is entitled to charge the Exhibitor interest on any payment which is not received by the Organiser when due. This will be calculated on a daily basis at the rate of 4% per annum above the prevailing base rate of the Organiser’s bankers from the date upon which payment was due until the date of payment.

4.8 The Organiser reserves the right to suspend performance of any or all of its obligations under this Agreement until the Exhibitor has paid the Organiser any sums outstanding under this Agreement and the Organiser will not be liable for any matters arising out of any delay by the Exhibitor in payment.

4.9 The Exhibitor will not be allowed to take part in the Event if any payment due under this Agreement is outstanding at the first day of the Event.

Cancellation by Exhibitor

5.1 Subject to clause 5.3, the Exhibitor shall be entitled to cancel the booking on notice to the Organiser, in which case the following cancellation charges (the “Cancellation Charges”) shall apply. Any notice of cancellation or reduction must be in writing addressed to the Sales Manager at the address of the Organiser and will be effective when received by the Organiser. An exhibitor will be subject to a Cancellation charge for the cancellation or reduction as follows:

Timing of Cancellation/Reduction	Cancellation Charge
More than 6 months (24 weeks) prior to the first day of the Event	50% of the total charge of the stand cost or 50% of the charge payable for area of the stand cancelled
Less than 6 months (24 weeks) prior to the first day of the Event	100% of the total charge of the stand cost or 100% of the charge payable for area of the stand cancelled

5.2 The Organiser shall also be entitled to treat the following as notice of cancellation by the Exhibitor:

5.2.1 the Exhibitor cancels a direct debit payment; or

5.2.2 the Exhibitor fails to make a payment on the due date,

Such notice to be effective from the date that the Organiser notifies the Exhibitor of the same, in which case the Cancellation Charges set out in clause 5.1 shall apply.

5.3 The Organiser will invoice the Exhibitor for the appropriate Cancellation Charge which will be payable within 30 days of the invoice date. Where cancellation occurs pursuant to clause 5.2, the Cancellation Charge will be payable as liquidated damages, which the Exhibitor accepts as representing a fair estimate of the loss suffered by the Organiser. The Organiser will credit the Exhibitor with any amounts already paid by the Exhibitor and retained by the Organiser.

5.4 The Organiser reserves the right to cancel a stand booking or bookings and, should a cancellation be issued to an Exhibitor or prospective Exhibitor by the Organiser, the Organiser is under no obligation to disclose the reasons for this decision.

5.5. Should an exhibitor rebook their stand at an event for a stand at the following year’s event, the exhibitor is entitled to cancel the booking during a cooling off period of 31 days from the last day of the event at which they rebooked. After this period the booking becomes liable to our standard cancellation charges in clause 5.1.

Exhibitor Representative

The Exhibitor must name on the Booking Form at least one person to be its Exhibitor Representative in connection with all matters concerning the Exhibitor and the Event. Each Exhibitor Representative is deemed to be authorised by the Exhibitor appointing him/her to enter into other contracts with the Organiser or its agents as the Exhibitor Representative considers necessary in connection with the Event and such contracts shall be binding on the Exhibitor.

Hours of opening

The Event will be open to visitors between the times stated and advertised by the Organiser (subject to the Venue owners’ rights and causes beyond the control of the Organiser). Throughout such times the Exhibitor undertakes to have its Exhibits and stand on display, in good order, adequately attended and not covered up. No Exhibitor shall have the right prior to the final closing of the Event to pack or remove Exhibits or the stand without the prior written permission of the Organiser.

Exhibitor Manual

The Exhibitor Manual is displayed on the Event Website and the Exhibitor warrants that it shall comply with its terms.

Stand & Display Arrangement

9.1 Exhibits shall be so arranged as not to obstruct the general view, nor to hide the Exhibits of others. Plans for specially built stands (including layout, arrangement, height and materials) other than those constructed from the Shell Scheme Stand or Modular Stand must be submitted to the Organiser for approval, such approval not to be unreasonably delayed or declined, before construction is commenced.

9.2 If any dispute arises as to the allocation of space, or as to the extent of any extra space deemed by the Organiser to be occupied by the Exhibitor beyond that allocated, the decision of the Organiser shall be final.

9.3 If, in the opinion of the Organiser, the Exhibitor’s display extends beyond the allocated space, the Organiser may, at its sole discretion, charge the Exhibitor for the extra space occupied at the prevailing rate.

9.4 The Organiser reserves the right to relocate any Exhibitor at any time if the Organiser, in its absolute discretion, thinks it necessary in the best interests of the Event, but shall take all reasonable steps to provide space of a comparable size.

9.5 The Organiser may take any action that in deems necessary with regard to the positioning or construction of the Exhibitor’s stand(s) if, in the Organiser’s reasonable opinion, there is any health or safety risk to the Organiser’s staff, agents, exhibitors or visitors.

9.6 A Space Only Exhibitor is responsible for erecting partitions 2.5 metres high in between its own and adjoining stands, extending to the boundaries of the stands. In the event that such space borders the perimeter of the Event, the Space Only Exhibitor is responsible for erecting a partition 2.5 metres high along the rear of the space.

9.7 The maximum height of stands is limited to 2.5 metres except where a lower height is necessary due to the specifics of the event venue, as detail in the Exhibitor Manual. Or where a greater height is expressly permitted in writing by the Organiser. Where the stand walls (including towers) exceed 2.5 metres in height, they must be clad and decorated on the reverse side overlooking another exhibitor, in accordance with such details as are approved in writing prior to the Event by the Organiser.

9.8 The Organiser will not permit Exhibits or displays exposing an unfinished surface to neighbouring or nearby stands.

9.9 The Organiser reserves the right to reject stand designs, any Exhibitor display, or advertising that either: (i) does not comply with the requirements of the Exhibitor Manual; and/or (ii) in the reasonable opinion of the Organiser are detrimental to the overall appearance of the Event.

Requirements of Superior Authorities

10.1 The Exhibitor shall comply with all requirements imposed on the Organiser or Exhibitor by the owners, proprietors or managers of the Venue, or any municipal or other competent authority (“Venue Owner”). In addition the Exhibitor shall comply with any notice of such requirements given to the Exhibitor by the Organiser.

10.2 The Exhibitor agrees that the Venue Owner and Organiser reserve the right to take any reasonable action they deem appropriate in response to unacceptable behaviour, including to exclude or remove from the Event or Venue any person or the Exhibitor without refund or liability.

Use of Display Space and Prohibited Acts

11.1 The Exhibitor agrees to only display or advertise goods or services at the Event that are manufactured or supplied by it in the normal course of business. None of the Exhibitor’s goods, services, advertising, other promotional material and/or Exhibits shall in any way breach any applicable law (including intellectual property and Data Protection Regulations) or regulation or otherwise be libellous, defamatory or offensive. The Organiser may take any action that it deems necessary if it reasonably believes that any of the Exhibitor’s goods, services, advertising, other promotional material and/or Exhibits is in breach of this clause 11.1 (including ejection from the Event without refund or abatement of any sums paid or payable in respect of this Agreement).

11.2 The Exhibitor shall not bring any combustible, explosive or otherwise dangerous materials into the Venue.

11.3 Sales by auction are prohibited without the prior written permission of the Organiser.

11.4 The Exhibitor agrees not to assign, sublet or share Exhibit Space or any other space or facilities allotted to the Exhibitor (howsoever provided and whether for payment or not) without the prior written consent of the Organiser, which may be refused at the Organiser’s absolute discretion.

11.5 The Exhibitor shall only be entitled to signage on the Exhibitor’s Event stand, listing in the Event visitor’s guide and other forms of Event promotion if it has paid all sums payable in respect of the booking and signed the Booking Form. The inclusion of any other company, firm, person or organisation in these forms of promotion is strictly at the Organiser’s discretion and will usually result in an additional charge.

11.6 The Exhibitor may only distribute printed or other placards, handbills, circulars or other articles on its own stand, unless agreed in writing by the Organiser, in which case a separate charge will be made. The Organiser will use reasonable endeavours to prevent canvassing for orders or for any other purpose by a non-Exhibitor.

11.7 If it appears to the Organiser that the Exhibitor may be engaged in activities which are deemed by the Organiser in its absolute discretion to be in breach of this Agreement or contrary to the best interests of the Event, or which appear to the Organiser in its absolute discretion unethical or in breach of any law or regulation, the Organiser may cancel any allocation of space or display opportunity which may have been granted to the Exhibitor, whether in the Booking Form or otherwise, and require it forthwith to vacate any space allocated to it and refuse the Exhibitor the right to participate further in the Event, without the Organiser being under any liability to refund or abate any charges paid or payable in respect of this Agreement.

11.8 To the fullest extent permitted by law the Organiser will not be liable for any direct or indirect loss, including loss of revenue, loss of goodwill, excess costs or consequential loss suffered by the Exhibitor, its employees, visitors, customers, staff, agents or contractors however so arising resulting from an exclusion under clause 11.7.

11.9 The Organiser retains the right to dispose of any property of the Exhibitor that is not collected from the Venue by the end of the breakdown period as notified by the Organiser to the Exhibitor from time to time. The Exhibitor will be liable for any costs incurred in such disposal.

Intellectual Property

12.1 The Exhibitor acknowledges that all Intellectual Property Rights held by the Organiser together with any goodwill attaching thereto shall remain the sole property of the Organiser, and that nothing in this Agreement licenses or otherwise grants the Exhibitor the right to use any Organiser Intellectual Property Rights in any way without the express prior written consent of the Organiser.

12.2 The Exhibitor grants to the Organiser a non-exclusive, royalty-free licence to use, during the Term, the Exhibitor’s name and logo in order to promote and advertise the Event and perform its obligations to the Exhibitor under this Agreement.

12.3 The Exhibitor agrees and consents to the use of and reproduction by or on behalf of the Organiser (and its licensees) of the Exhibitor’s name and logo in any audio, visual and/or audio-visual or electronic recordings of the Event, by all or any means and in all or any form of media whether now known or hereafter to be invented (including in connection with the Event website) throughout the world in perpetuity for the purposes of advertising, merchandising and publicity of the Event and other similar events operated by the Organiser.

Data Protection

13.1 If the attendees of the Event expressly consent to their details being made available to the Exhibitor then the Organiser will provide to the Exhibitor certain registration details to be used by the Exhibitor only for its legitimate business interests. The Organiser reserves the right to withhold all or some details concerning attendees of the Event where the Organiser determines it is necessary to do so to comply with its obligations under Data Protection Regulations.

13.2 The Exhibitor warrants to the Organiser that it shall process and use such details only in compliance with Data Protection Regulations. The Exhibitor acknowledges and agrees that it is solely responsible for any processing activities it carries out in respect of attendee details received under this Agreement. The Organiser shall not be liable to the Exhibitor in respect of any processing by the Exhibitor of attendee details provided by the Organiser under this Agreement.

13.3 The Exhibitor acknowledges that the Organiser may pass on the Exhibitor’s (or its personnel’s) contact details to third party suppliers engaged by the Organiser in connection with the Event who may contact the Exhibitor (or the Exhibitor’s personnel) directly to offer to the Exhibitor ancillary services relating to the Event set up (such as display equipment, electrical equipment and technical support) and to contact the Exhibitor (or the Exhibitor’s personnel) in connection with operational requirements for the Event such as venue health and safety requirements.

Noise and Disturbance

If, in the reasonable opinion of the Organiser, the Exhibitor creates noise or otherwise acts in any manner that disturbs adjacent exhibitors, the Organiser or visitors it will comply with any request by the Organiser to cease such activities or reduce the volume to a level which the Organiser deems to be reasonable.

Limitation of Liability

15.1 Other than as expressly stated in this Agreement, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded.

15.2 Nothing in these Conditions limits or excludes the liability of the Organiser for death or personal injury resulting from negligence or fraud or fraudulent misrepresentation.

15.3 Subject to clauses 15.1 and 15.2, the Organiser shall not be liable for: (i) loss of profits; (ii) loss of business; (iii) depletion of goodwill and/or similar losses; (iv) loss of anticipated savings; (v) loss of goods; (vi) loss of contract; (vii) loss of use; (viii) loss due to corruption of data or information; or (ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses ((i) to (ix) together being “Losses”), whether or not the Organiser was advised of the possibility of such loss by the Exhibitor or any third party.

15.4 Subject to clauses 15.1 and 15.2, the Organiser’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Agreement and/or the Event shall be limited to the Total Price.

Indemnity

16.1 The Exhibitor shall hold the Organiser and each of its Affiliates (the Organiser and its Affiliates together being the “Indemnified Parties” and each an “Indemnified Party”) harmless and indemnify them and their employees and agents against:

16.1.1 any claims by third parties, including for libel, defamation and breach of Intellectual Property Rights or Data Protection Regulations, arising from the actions or omissions of the Exhibitor in connection with the Event or in any way related to the Exhibitor’s participation in the Event (including any breach of clause 12.1 or clause 13); or

16.1.2 any other liability, costs, expenses or losses (including Losses) incurred or sustained by an Indemnified Party arising directly or indirectly from the Exhibitor’s fraud, negligence or failure to perform or delay in the performance of any of its obligations under this Agreement, except where incurred or sustained by an Indemnified Party as a result of any damage or injury caused by that Indemnified Party or official contractors appointed by that Indemnified Party.

16.2 For the purpose of this clause 16, references to an Exhibitor’s fraud, negligence or failure to perform or delay in the performance of any of its obligations under this Agreement include any such fraud, negligence, failure to perform or delay in performance by the Exhibitor’s employees, agents or contractors.

Insurance

17.1 The Exhibitor must have adequate insurance cover in place that includes Public Liability. The minimum cover and limits required (together the “Insurance”) are:

Public Liability

The legal liability of the Exhibitor to pay compensation and claimant’s costs and expenses arising out of bodily injury, disease or illness sustained by any person (other than an employee of the Exhibitor) or loss of or damage to property.

Minimum cover requirement: £2,000,000 for all stands.

Event Expenses

The full value of lost expenses directly incurred in connection with the Event as a result of cancellation, abandonment, postponement, curtailment, failure to vacate or non-arrival of Exhibits arising from any cause beyond the control of the Exhibitor and/or Organiser.

Minimum cover requirement: £10,000 for stands up 10 sqm and £20,000 for all other stands.

Event Property

The full value of property whilst at the Venue, during build-up and pull-out and whilst in transit thereto and therefrom protected against loss or damage.

Minimum cover requirement: £10,000 for stands up to 10 sqm and £20,000 for all other stands. For Events outside the United Kingdom the above values are the sterling equivalent required.

Cancellation, postponement or termination of the Event

18.1 The Organiser shall have no liability to the Exhibitor if the Organiser reschedules, cancels, postpones or re-sites the Event, or reduces the planned period for preparation, display or dismantling the Event, due to an event of Force Majeure, because the Organiser ceases to have the right to hold the Event, or the Organiser reschedules the Event for any other reason, in which case the Organiser shall not be liable to refund any amount paid to the Organiser by the Exhibitor.

Termination

19.1 The Organiser may terminate this Agreement immediately on written notice if:

19.1.1 the Exhibitor is unable to pay its debts as a result of becoming the subject of insolvency, administration or bankruptcy or similar orders, notices, proceedings, resolutions or arrangements or by making a composition with its creditors or going into liquidation or being under the appointment of a receiver or administrator (or any analogous events occur in any other jurisdiction); or

19.1.2 the Exhibitor is in breach of any material term of this Agreement and the breach is not capable of remedy, or if the breach is capable of remedy but the Exhibitor has failed to remedy such breach within 14 days of receipt of notice to do so.

19.2 The consequences of such termination by the Organiser are that the Exhibit Space may be cancelled and offered to another exhibitor, or used in any other manner, and any other services rendered by the Organiser may also be cancelled. Any such termination shall not oblige the Organiser to return to such Exhibitor any amounts already paid to the Organiser in respect of this Agreement or relieve such Exhibitor of its obligation to pay all amounts outstanding in respect of this Agreement to the Organiser.

Electric Lighting and Power

20.1 Official contractors, whose names will be notified by the Organiser to the Exhibitor, will be appointed by the Organiser for electrical work on all stands. The Exhibitor will be responsible for settling accounts for all work that it has ordered directly from a contractor and shall indemnify the Organiser accordingly.

20.2 Where a device is illuminated, the light must be still and not flashing and any direct light from the device must be screened in such a way as to avoid causing nuisance or discomfort to visitors and other exhibitors.

20.3 The Exhibitor must ensure that electrical installations on stands or Exhibits comply with all applicable law and any statutory or local regulations or requirements to which the Event may be subject.

Force Majeure

Notwithstanding the other provisions of this Agreement, the Organiser shall be under no liability for any failure, delay or omission on its part resulting from any event of Force Majeure.

Assignment and other dealings

22.1 The Exhibitor shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

22.2 The Organiser may at any time assign, transfer mortgage, charge, subcontract, delegate or declare a trust over any or all of its rights and obligations under this Agreement to any third party or any of its Affiliates or for the benefit of any person.

Confidentiality

23.1 Each Party undertakes that it shall not at any time disclose to any person any Confidential Information of the other Party except as permitted by clause 23.2.

23.2 Each Party may disclose the other Party’s Confidential Information:

23.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Party’s obligations under this Agreement. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party’s Confidential Information comply with this clause 23; and

23.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority including any relevant securities exchange.

23.3 No Party shall use any other Party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.

Announcements

The Exhibitor shall not make, or authorise any person to make, any public announcement concerning this Agreement without the prior written consent of the Organiser (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

Entire agreement

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

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

Costs

Except as expressly provided in this Agreement, each Party shall pay its own costs incurred in connection with the negotiation, preparation, and execution of this Agreement and any documents referred to in it.

Variation

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

Waiver

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

Rights and remedies

The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

Severance

30.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 30 shall not affect the validity and enforceability of the rest of this Agreement.

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

No partnership or agency

31.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.

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

Further assurance

Each Party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this agreement.

Notices

33.1 Any notice given to a Party under or in connection with this Agreement shall be in writing and shall be:

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

33.1.2 emailed to the email address specified on the Booking Form for each Party.

33.2 Any notice shall be deemed to have been received:

33.2.1 if delivered by hand, on signature of a delivery receipt;

33.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or

33.2.3 if sent by email, at 9.00 am on the next Business Day after transmission.

33.3 This clause 33 does not apply to the service of any proceedings or other documents in any legal action.

Counterparts

34.1 This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

34.2 Transmission of the executed signature page of a counterpart of this Agreement by e-mail (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this Agreement. If either method of delivery is adopted, without prejudice to the validity of the agreement thus made, each Party shall provide the others with the original of such counterpart as soon as reasonably possible thereafter.

Third party rights

35.1 Except as expressly provided in clause 35.2, a person who is not a Party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

35.2 The Exhibitor’s obligations under this Agreement (including the indemnities at clause 16, and any other representations, warranties and undertakings) are given for the benefit of all Organiser Affiliates. It is intended that all Organiser Affiliates may enforce the benefits conferred on it under this Agreement in accordance with the terms of the Contracts (Rights of Third Parties) Act 1999.

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

Anti-Bribery

The Organiser and the Exhibitor shall comply with the Organiser’s anti-bribery and anti-corruption policies (available to the Exhibitor on request) as updated from time to time.

Governing law

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

Jurisdiction

Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

by Agriconnect

Supply of Content

Supply of content

Terms and conditions for supply of content - Agriconnect

Definitions
1.1 The definitions and rules of interpretation in this condition apply in the Contract.
Affiliate: any entity that directly or indirectly controls, is controlled by, or is under common
control with another entity.
Business Day: a day other than a Saturday, Sunday or a public holiday in England and Wales.
Charges: the price for the Content and any additional costs set out in the Order.
Confidential information: all confidential or proprietary information (however recorded or
preserved) that is disclosed or made available (in any form or medium), directly or indirectly, by you to us or us to you.
Content: all content including white papers, newsletters, specialist supplements and reports, websites, video, webinars, infographics, primary research, advertising creative, editorial services, native advertising, custom publishing, e-Books, mobile apps, sundry marketing collateral provided by Agriconnect to the Customer, comprised of (i) IM-branded Content; (ii) Third Party Content; or (iii) Other Content.
Contract: a contract between you and us in relation to supply of content incorporating the
Order and these Terms and Conditions under condition 2.
Data Controller, Data Processor, Data Subject, Personal Data and Supervisory Authority shall have the respective meanings under the Data Protection Legislation.
Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR (having the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018), the Data Protection Act 2018 (and regulations made thereunder), the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and all other legislation and regulatory requirements in force from time to time which apply in relation to the use of Personal Data.
Force Majeure Incident: any incident or event affecting the performance of any provision of the Contract arising from or attributable to acts, events, omissions, or accidents which are beyond the reasonable control of a party including any abnormally inclement weather, flood, lightning, storm, fire, explosion, earthquake, subsidence, structural damage, epidemic or other natural physical disaster, transport, disruptions, failure or shortage of power supplies, war, military operations, riot, crowd disorder, strike, lock-outs or other industrial action, terrorist action, civil commotion and any legislation, regulations, ruling or omission of any relevant government, court, competent national authority or governing body.
IM-branded Content: Content which is developed by or on behalf of us and attributed to or
using one of our brands, for example, “Investment Week”.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in Confidential Information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including without limitation all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Order or Order Form: the order form summarising the Content you wish us to provide and other agreed principal terms.
Other Content: Content which is neither IM-branded Content nor Third Party Content.
Payment Schedule: the payment schedule summarised in the Order.
Project: the project as described in the Order Form.
Start Date: the date specified on the Order or if none is specified the date of the last signature on the Order.
Term: the period as set out in condition 3.
Third Party Content: Content which is developed and supplied by a third party and for which the ownership of the Intellectual Property Rights of that content is specifically retained by that third party, for example photographs, illustrations and certain other images.
VAT: value added tax chargeable under English law for the time being and any similar additional tax.
1.2 A reference to “we”, “us”, our” or “Agriconnect” is to Arc Media Holdings Limited (company number 13558953) with registered office at Unit 4 Fulwood Park Caxton Road, Fulwood, Preston, England, PR2 9NZ or an Affiliate as identified in the Order. Agriconnect is a trade name of Arc Media Holdings Limited. A reference to “you”, “your” is a reference to the customer, your advertising agency or other entity identified in the Order.
1.3 Condition headings shall not affect the interpretation of the Contract.
1.4 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
Conditions and Order
2.1 These conditions shall: (i) apply to and be incorporated in the Contract; and (ii) prevail over any inconsistent terms or conditions contained in, or referred to in, the Order or specification, or implied by law, trade custom, practice or course of dealing.
2.2 No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on us unless in writing and signed by our duly authorised representative.
2.3 No order, whether issued by us or you, is binding on the other until the earlier of us executing and returning it to you or us commencing services pursuant to the order, at which point a contract shall be formed between us and you for the supply and purchase of services specified in the order on these conditions.
2.4 Your standard terms and conditions (if any) attached to, enclosed with or referred to in the Order or sent under separate cover shall not govern the Contract.
2.5 To the extent there is any conflict between the Order and these conditions, the Order shall take precedence.
Term
3.1 The Contract shall take effect on and from the Start Date and shall continue for the period specified in the Order Form or until all Content is delivered pursuant to the Order Form.
Our Rights and Obligations
4.1 We will use reasonable endeavours to manage and complete the Project and to deliver the Content to you in accordance in all material respects with the Order Form.
4.2 We will use reasonable endeavours to meet the performance dates specified in the Order Form, but any such dates shall be estimates only.
Your Rights and Obligations
5.1 You undertake to us:
(a) to co-operate with us in all matters relating to the Project;
(b) to provide in a timely manner such access to your materials, data and, where
appropriate, premises and such office accommodation and other facilities, as we
request; and
(c) to provide in a timely manner such information as we request, and ensure that such
information is accurate in all material respects.
5.2 If performance of our obligations under the Contract is prevented or delayed by any act or omission of you or your agents, sub-contractors or employees, you will in all circumstances be liable to pay to us on demand all reasonable costs, charges or losses sustained or incurred by us (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property, injury to or death of any person and loss of opportunity to deploy resources elsewhere), subject to us confirming such costs, charges and losses to you in writing.
5.3 You will not, without our prior written consent, at any time from the date of the Contract to the expiry of six months after the completion of the Content, solicit or entice away from us or employ or attempt to employ any person who is, or has been, engaged by us as an employee or sub-contractor, except that you will not be in breach of this condition 5.3 if you hire our employee or sub-contractor as a result of a recruitment campaign not specifically targeted to our employees or sub-contractors. Any consent given by us in accordance with this condition shall be subject to you paying us on demand a sum equivalent to 20% of the then current annual remuneration of our employee or sub-contractor or, if higher, 20% of the annual remuneration to be paid by you to such employee or sub-contractor.
Change Control
6.1 If either party requests a change to the scope of the Content, we will, within a reasonable time, provide you a written estimate of:
(a) the likely time required to implement the change;
(b) any variations to our charges arising from the change;
(c) the likely effect of the change on the Project detail in the Order Form; and
(d) any other impact of the change on the terms of the Contract.
6.2 If we request a change to the scope of the Content, you will not unreasonably withhold or delay consent to it.
6.3 If you wish us to proceed with the change, we have no obligation to do so unless and until we and you have agreed in writing on the necessary variations to its charges, the Order Form and any other relevant terms of the Contract to take account of the change.
Charges and Payment Terms
7.1 In consideration of the Content we provide, you will pay us (or our designated agent, as the case may be) the Charges, payable in the instalments and on the dates set out in the Order or if not stated in the Order then:
(a) 50% upon signature of the Order Form; and
(b) the balance on the instalments set out in the Order Form such that the final payment is made upon delivery of the final deliverable of Content.
7.2 The price contained in the Order Form excludes any expenses, materials and third party services, for which we will invoice you.
7.3 You must pay to us all Charges in full within 30 days of the date on the invoice.
7.4 Without prejudice to any other right or remedy that we may have, if you fail to pay us on the due date we may:
(a) charge interest on such sum from the due date for payment at the annual rate of 4%
above the base lending rate from time to time of Barclays Bank Plc accruing on a daily
basis and being compounded quarterly until payment is made, whether before or after
any judgment; and
(b) suspend provision of Content and the operation of any rights in respect of such
Content until payment has been made in full.
7.5 All amounts payable to us under the Contract are to be paid free and clear of currency control restrictions, bank charges, fees, duties or other transactional costs, the payment of which shall be your sole responsibility.
7.6 You may not make any deductions from, nor set-off any sums in relation to the Charges. We may set off any sums we owe you against any sums you owe us.
7.7 You must pay VAT and/or any other applicable sales tax.
Warranties
8.1 Each party warrants to the other that:
(a) it has full authority to enter into the Contract and is not bound by any agreement with
any third party that adversely affects the Contract;
(b) it has and will maintain throughout the Term, all necessary powers, authority and
consents to enter into and fully perform its obligations under the Contract; and
(c) neither the execution nor performance of the Contract gives rise to a breach of any
other agreement to which you/we respectively are a party.
8.2 We warrant to you that:
(a) we will provide the Content in accordance with good industry practice;
(b) the Content will conform with all descriptions and specifications that we provide to
you, including any agreed specification; and
(c) the Content will be provided in accordance and we will comply with all applicable
legislation from time to time in force.
8.3 Save as set out in this condition 8, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
Intellectual Property Rights
9.1 We will own all Intellectual Property Rights and all other rights in the IM-branded Content. Unless the Order Form states otherwise, we hereby license all such rights to you free of charge and on a non-exclusive, non-transferable and worldwide basis: (i) to reproduce the IM-branded Content in its entirety unaltered, solely in connection with your business; (ii) for a period not exceeding 12 months.
9.2 You will not grant sub-licences nor develop, market or distribute the IM-branded Content nor create derivative works from it, in whole or in part, of any of the rights granted of the IMbranded Content, or sub-contract any aspects of exploitation of the rights licensed to it, without our prior written consent.
9.3 All Intellectual Property Rights and all other rights in the Third Party Content shall remain with the third party. We grant to you (or shall procure for you) a non-transferable, non-exclusive licence to use the Third Party Content for the period in the territory solely for the purpose, in each case as set out in the Order Form, and in line with the terms of the third party.
9.4 You will not grant sub-licences nor develop the Third Party Content or create derivative works from it, in whole or in part, of any of the rights granted of the Third Party Content, or subcontract any aspects of exploitation of the rights licensed to it, without our prior written consent.
9.5 In consideration of the sums paid by you, we hereby assign to you absolutely all Intellectual Property Rights throughout the world subsisting in the Other Content for the whole term including any renewals, reversions, revivals and extensions.
IPR Indemnities
10.1 You will indemnify us and keep us indemnified from and against all claims, damages, losses, costs (including all reasonable legal costs), expenses, demands or liabilities arising out of any claim that our use of your Materials in accordance with the Contract infringes any Intellectual Property Rights or moral rights of any third party.
10.2 We will indemnify and keep indemnified you from and against all claims, damages, losses, costs (including all reasonable legal costs), expenses, demands or liabilities arising out of any claim that your use of the Content in accordance with the Contract infringes any Intellectual Property Rights or moral rights of any third party.
10.3 The party seeking to rely on an indemnity at condition 10.1 and 10.2 (“Indemnified Party”) shall:
(a) promptly and fully notify the other party (“Indemnifying Party”) of any third-party
claim in respect of which it wishes to rely on the indemnity (“IPR Claim”);
(b) allow the Indemnifying Party, at its own cost, to conduct all negotiations and
proceedings and to settle the IPR Claim, always provided that the Indemnifying Party
shall obtain the Indemnified Party’s prior approval of any settlement terms, which is
not to be unreasonably withheld;
(c) provide the Indemnifying Party with any reasonable assistance regarding the IPR Claim
as is required by the Indemnifying Party, subject to reimbursement by the
Indemnifying Party of the Indemnified Party’s costs so incurred; and
(d) not, without prior consultation with the Indemnifying Party, make any admission
relating to the IPR Claim or attempt to settle it, provided that the Indemnifying Party
considers and defends any IPR Claim diligently and in a way that does not bring the
reputation of the Indemnified Party into disrepute.
Termination by you or us
11.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under the Contract on the due date for
payment and remains in default not less than 14 days after being notified in writing to
make such payment;
(b) the other party commits a material breach of any term of the Contract which breach is
irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
(c) an order is made or a resolution is passed for the winding up of the other party, or an
order is made for the appointment of an administrator to manage the affairs, business
and property of the other party, or such an administrator is appointed, or a receiver is
appointed of any of the other party’s assets or undertaking, or circumstances arise
which entitle a court or a creditor to appoint a receiver or manager or which entitle a
court to make a winding-up order, or the other party takes or suffers any similar or
analogous action in consequence of debt, or an arrangement or composition is made
by the other party with its creditors or an application to a court for protection from its
creditors is made by the other party;
(d) the other party ceases, or threatens to cease, to carry on all or substantially the whole
of its business; or
(e) any event occurs, or proceeding is taken, with respect to the other party in any
jurisdiction to which it is subject that has an effect equivalent or similar to any of the
events mentioned in conditions 11.1(c) to 11.1(d) inclusive.
11.2 Without limiting our other rights or remedies, we may suspend the supply of the Content and/or terminate the Contract if you become subject to any of the events listed in conditions 11.1(c) to 11.1(d), or we reasonably believe that you are about to become subject to any of them.
11.3 If we cancel or make a significant change to the supply of the Content which is due to a Force Majeure Incident we will not be liable to offer you any compensation or be liable for any losses or damages.
Consequences of Termination
12.1 Following termination of the Contract for whatever reason:
(a) you must immediately pay any sums due to us;
(b) we will each return to the other (or, at the other’s request, destroy) all materials and
confidential information belonging to the other that the other had supplied in connection with the Contract;
(c) any provision of the Contract that expressly or by implication is intended to come into
or continue in force on or after termination or expiry of the Contract shall remain in
full force and effect including, without limitation, conditions 7 (Charges and Payment
Terms), 9 (Intellectual Property Rights), 10 (IPR Indemnities), 12 (Consequences of
Termination), 14 (Confidentiality), 15 (Data protection), 16 (Limitation of Liability) and
18 (Miscellaneous).
(d) the rights granted under the Contract by us to you to the IM-branded Content and the
Third Party Content shall immediately terminate, and you will no longer use the same
or use or exploit (directly or indirectly) your previous connection with us or the
Content.
12.2 Where we terminate pursuant to condition 11.1 or 11.2, we will not refund you the Charges.
12.3 Expiry or termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.
Force Majeure
13.1 Any party that is subject to a Force Majeure Incident shall not be in breach of the Contract and shall be excused from performance under the Contract while and to the extent they are unable to perform due to any Force Majeure Incident.
13.2 If the circumstance of a Force Majeure Incident continues for a period of three months or longer, the party not affected by the Force Majeure Incident shall have the right to terminate the Contract upon written notice to the other. Excuse from performance does not extend the Term of the Contract. This termination shall be without prejudice to the rights of the parties in respect of any breach of the Contract occurring before termination.
Confidentiality
14.1 You and we each undertake not to at any time during the Contract, and for a period of five years after expiry or termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other or of any member of the group of companies to which the other party belongs, except as permitted by condition
14.2.
14.2 You/we may disclose the other’s confidential information:
(a) to your/our employees, officers, representatives or advisers who need to know such
information for the purposes of exercising your/our rights or carrying out your/our
obligations under or in connection with the Contract. You/we shall ensure that you/our
employees, officers, representatives or advisers to whom you/we disclose the other’s
Confidential Information comply with this condition 14; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or
regulatory authority.
14.3 Neither you nor we shall use the other’s Confidential Information for any purpose other than to exercise the rights and perform the obligations under or in connection with the Contract.
Data Protection
15.1 Both you and we acknowledge that neither party intends to act as Data Processor of the other’s Personal Data and any processing of Personal Data under the Contract is incidental to the Project and the provision of services.
15.2 Both you and we will comply with all applicable requirements of the Data Protection Legislation.
15.3 If we or you handle Personal Data under this Contract not described above, it is the intention of both parties to enter into an appropriate agreement covering the same.
Anti-bribery
16.1 Each party agrees that it shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 and the US Foreign Corrupt Practices Act, 15 U.S.C. § 78dd-1.
16.2 Breach of this condition shall be deemed a material breach under 11.1(b).
Limitation of Liability
17.1 This condition 17 sets out our and your entire financial liability (including without limitation any liability for the acts or omissions of our (or your, as applicable) employees, agents and subcontractors) to us (or to you, as applicable) in respect of:
(a) any breach of the Contract howsoever arising;
(b) any use made by you of any rights we assign to you under the Contract; and
(c) any representation, misrepresentation (whether innocent or negligent), statement or
tortious act or omission (including without limitation negligence) arising under or in
connection with the Contract.
17.2 Nothing in these conditions excludes our or your liability for:
(a) death or personal injury caused by our negligence; or
(b) fraud or fraudulent misrepresentation.
17.3 Subject to condition 17.1 and condition 17.2:
(a) neither we nor you shall in any circumstances be liable, whether in tort (including
without limitation for negligence or breach of statutory duty howsoever arising),
contract, misrepresentation (whether innocent or negligent) or otherwise for:
(i) loss of profits; or
(ii) loss of business; or
(iii) depletion of goodwill or similar losses; or
(iv) loss of anticipated savings; or
(v) loss of goods; or
(vi) loss of contract; or
(vii) loss of use; or
(viii) loss or corruption of data or information; or
(ix) any special, indirect, consequential or pure economic loss, costs, damages,
charges or expenses.
(b) each of our and your total liability in contract, tort (including without limitation
negligence or breach of statutory duty howsoever arising), misrepresentation (whether
innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the amount paid under the Contract.
Miscellaneous
18.1 Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be deemed to have been received: (a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or, if later, at the time recorded by the delivery service; (c) if sent by email, at 9.00 am on the next Business Day after transmission. This condition does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this condition, “writing” shall not include email.
18.2 The Contract 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. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
18.3 The Contract may not be assigned, transferred, sub-licensed, or charged by either party without the prior written consent of the other save in respect of its Affiliates.
18.4 No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy.
18.5 No amendment or variation to the Contract shall be effective unless in writing and signed by each party.
18.6 If any provision or part-provision of the Contract 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 the Contract.
18.7 Nothing in the Contract 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 without limitation the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
18.8 A person who is not a party to the Contract has no right to enforce any term of the Contract.
18.9 The Contract shall be governed by and construed in accordance with the laws of England and Wales, the courts of which shall have exclusive jurisdiction in respect of any disputes arising from its terms and formation (including non-contractual disputes).

by Agriconnect

Table Bookings

Event table bookings

Terms & conditions for event table bookings - Agriconnect

1. By registering for and/or attending the Event (as defined below) including for table booking packages, participants are bound by, and comply with, these Terms and Conditions. It is the individual’s responsibility to read and understand these Terms and Conditions.
2. For the purposes of these Terms and Conditions the “Event” means the event the details of which are as confirmed in the written booking arrangements between the participant and Arc Media Holdings Limited, trading as Agriconnect, (“Agriconnect”) and/or its group companies;
3. In order to attend the Event, participants must pay in full or have paid in full on their behalf the relevant fee for registration and/or table bookings (as applicable) immediately on booking or by the Due Date.
4. The fee does not include any travel costs, or any costs of accommodation. The fee relates solely to attendance at the Event and, where applicable, the table booking package as indicated in the completed booking.
5. If an invoice is requested, payment will be required by return but not later than prior to the Event. If payment is not received within these required time limits, Agriconnect reserves the right to cancel the booking without notice. Payment may be made by cheque, credit card or bank transfer. Please indicate your Booking Reference and surname as a reference on all bank transfers and communications.
6. Details of the participant’s place and, where applicable, the table booking package at the Event will be confirmed by Agriconnect once the completed booking is received by Agriconnect. Confirmation by Agriconnect of the place at and, where applicable, the table booking package at the Event forms a binding commitment for payment of the full relevant Registration Fee(s) by the individual participant.
7. Places at the Event are limited and are subject to availability. The table booking package, including the maximum number of guests, food and beverages and any other benefits, will be as stipulated at the time of the booking and any extras or tier changes requested must be agreed with Agriconnect and paid for in advance.
8. Save as expressly set out in these Terms and Conditions, payments for the Event are non-refundable.
9. A request that the participant’s confirmed booking is transferred to a colleague may be made by giving written notice to Agriconnect. Agriconnect reserves the right to accept or deny a request for such a transfer. No transfer or assignment of a booking other than to a colleague is permitted.
10. Agriconnect reserves the right to cancel a participant’s place and, where applicable, the table booking at the Event at any time and for whatever reason (including without limitation cancellation of the Event) on repayment of the Fee, or whatever proportion of the Fee it has actually received; and this repayment shall be in full and final settlement of any claims against Agriconnect by the participant relating to their place at the Event.
11. In the event of fire, flood, pandemic, lockdown or, without limit, other causes that Agriconnect reasonably believes to be substantial or that are beyond Agriconnect’s control, Agriconnect reserves the right to change the times, dates and the venues of the Event, without incurring any liability to the participant.
12. These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales and each party irrevocably agrees to submit to the exclusive jurisdiction of the English courts.
13. These Terms and Conditions, together with the registration form, constitute the entire agreement of the parties and may be executed by electronic signature. The participant hereby waives any and all rights to dispute the validity, legality or enforceability of such method of execution as evidence of the existence of legal relations pursuant to this agreement for the purposes of proceedings issued in respect of their terms. In entering into this agreement, the parties have not relied on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person other than as expressly set out in this agreement. Each participant shall be deemed to have full knowledge of the Terms and Conditions and shall be bound by them in all respects.
14. These Terms and Conditions may not be modified, amended or rescinded, in whole or in part, except by written amendments signed by both parties.
15. To the full extent allowed by law and insofar as it is reasonable to do so, the participant agrees not to hold Agriconnect liable for any damage or loss suffered or incurred by them during the course of the Event, including consequential (i.e. losses which are not incurred as a direct consequence of the Event leading to any claim) or indirect losses or loss of profit, through registering for the Event, attending the Event, alteration of the Event schedule, cancellation of the Event, or any error or omission on the part of Agriconnect. This provision does not reduce or restrict Agriconnect’s liability for death or personal injury caused by its negligence or for fraud.
16. By accepting these Terms and Conditions the participant warrants that they are attending the Event in the course of their business and indemnifies Agriconnect and its staff and agents against all or any loss or damage, injury, actions, proceedings or claims arising from any act or omission of the individual during the course of the Event.
17. Participants are responsible for taking appropriate insurance cover in connection with their attendance at the Event. Where the individual participant is travelling from outside of the United Kingdom to attend the Event, appropriate travel insurance should be purchased independently and in advance of any travel or travel bookings.
18. Photographs will be taken at the Event by an official photographer, which may be used in post-Event publicity and on future marketing materials. By completing and submitting the booking form or placing an order via telephone, the participant consents to the official photographer taking such photographs, which may feature the participant and/or their guests, and the use of such photographs as described and, where applicable, undertakes to ensure that all of their guests attending the Event are made aware of the use of the official photographer and consent accordingly to their photograph being taken as described. If the participant or any of their guests do not want their photograph to be taken or used in this way, Agriconnect must be notified prior to the Event.
19. The views expressed by any speaker at the Event are representative of the speaker’s own opinions and cannot in any way be attributed to Agriconnect. Agriconnect disclaims any liability for views expressed by any speaker at the Event.
20. Agriconnect is not liable for the content of any entertainment provided. Agriconnect has taken reasonable checks to ensure that it is appropriate for the Event.
21. Where tickets/admission documents for the Event are posted to the participant, the risk in the documents shall pass to the participant upon the items being posted to the address given by the participant.
22. In the event of inappropriate behaviour by any individual in the view of Agriconnect or the Event venue operator, they may be refused entry or asked to leave and excluded from the Event without refund or compensation.
23. Reasonable security searches at the Event venue will take place.
24. The details of the Event shown in any material supplied by Agriconnect to the customer are correct at the time of printing but the participant shall be responsible for checking with Agriconnect that no alterations have been made
25. By submitting their personal details, the participant agrees to Agriconnect processing those details in accordance with the purposes made known the participant at the time of collection and Agriconnect’s privacy policy. Agriconnect shall comply with all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR (having the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018), the Data Protection Act 2018 (and regulations made thereunder), the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and all other legislation and regulatory requirements in force from time to time which apply in relation to the use of personal data.

by Agriconnect

Event Admission

Event admission terms and conditions

By registering for and/or attending the Event (as defined below), participants are bound by, and comply with, these Terms and Conditions. It is the individual’s responsibility to read and understand these Terms and Conditions.
For the purposes of these Terms and Conditions the “Event” means the event the details of which are as confirmed in the written booking arrangements between the participant and Farmers Guardian Limited (“Farmers Guardian” and/or “FG Live”) and/or its group companies;
In order to attend the Event, participants must pay in full or have paid in full on their behalf the relevant Registration Fee (if applicable) immediately on booking or by the Due Date.
The Registration Fee does not include any travel costs, or any costs of accommodation. The Registration Fee relates solely to attendance at the Event.
If an invoice is requested, payment will be required by return but not later than prior to the Event. If payment is not received within these required time limits, Farmers Guardian Limited reserves the right to cancel the booking without notice. Payment may be made by cheque, credit card or bank transfer. Please indicate your Booking Reference and surname as a reference on all bank transfers and communications.
Details of the participant’s place at the Event will be confirmed by Farmers Guardian Limited once the completed booking is received by Farmers Guardian Limited. Confirmation by Farmers Guardian Limited of the place at the Event forms a binding commitment for payment of the full relevant Registration Fee(s) by the individual participant.
Places at the Event are limited and are subject to availability.
Payments for the Event are non-refundable (if applicable).
A request that the participant’s confirmed booking is transferred to a colleague may be made by giving written notice to Farmers Guardian Limited. Farmers Guardian Limited reserves the right to accept or deny a request for such a transfer. No transfer or assignment of a booking other than to a colleague is permitted.
Farmers Guardian Limited reserves the right to cancel a participant’s place at any time and for whatever reason (including without limitation cancellation of the Event) on repayment of the Registration Fee, or whatever proportion of the Registration Fee it has actually received; and this repayment shall be in full and final settlement of any claims against Farmers Guardian Limited by the participant relating to his/her place at the Event.
In the event of fire, flood or without limit other causes that Farmers Guardian Limited reasonably believes to be substantial or that are beyond Farmers Guardian Limited’s control, Farmers Guardian Limited reserves the right to change the times, dates and the venues of the Event, without incurring any liability to the participant.
These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales and each party irrevocably agrees to submit to the exclusive jurisdiction of the English courts.
These Terms and Conditions, together with the registration form, constitute the entire agreement of the parties and may be executed by electronic signature. The participant hereby waives any and all rights to dispute the validity, legality or enforceability of such method of execution as evidence of the existence of legal relations pursuant to this agreement for the purposes of proceedings issued in respect of their terms. In entering into this agreement, the parties have not relied on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person other than as expressly set out in this agreement. Each participant shall be deemed to have full knowledge of the Terms and Conditions and shall be bound by them in all respects.
These Terms and Conditions may not be modified, amended or rescinded, in whole or in part, except by written amendments signed by both parties.
To the full extent allowed by law and insofar as it is reasonable to do so, the participant agrees not to hold Farmers Guardian Limited liable for any damage or loss suffered or incurred by the them during the course of the Event, including consequential (i.e. losses which are not incurred as a direct consequence of the Event leading to any claim) or indirect losses or loss of profit, through registering for the Event, attending the Event, alteration of the Event schedule, cancellation of the Event, or any error or omission on the part of Farmers Guardian Limited. This provision does not reduce or restrict Farmers Guardian Limited’s liability for death or personal injury caused by its negligence or fraud.
By accepting these Terms and Conditions the participant warrants that he is attending the Event in the course of his or her business and indemnifies Farmers Guardian Limited and its staff and agents against all or any loss or damage, injury, actions, proceedings or claims arising from any act or omission of the individual during the course of the Event.
Participants are responsible for taking appropriate insurance cover in connection with their attendance at the Event. Where the individual participant is travelling from outside of the United Kingdom to attend the Event, appropriate travel insurance should be purchased independently and in advance of any travel or travel bookings.
Photographs and videography will be taken at the Event by an official photographer/videographer, which may be used in post-Event publicity and on future marketing materials. By completing and submitting the Booking Form, the participant consents to the official photographer/videography taking such photographs and videography, which may feature the participant and/or his/her guests, and the use of such photographs/videography as described and, where applicable, undertakes to ensure that all of his/her guests attending the Event are made aware of the use of the official photographer/videographer and consent accordingly to their image (photograph / video) being taken as described. If the participant or any of his/her guests do not want their photograph to be taken or used in this way, Farmers Guardian Limited must be notified prior to the Event.
The views expressed by any speaker at the Event are representative of the speaker’s own opinions and cannot in any way be attributed to Farmers Guardian Limited. Farmers Guardian Limited disclaims any liability for views expressed by any speaker at the Event.
Farmers Guardian Limited is not liable for the content of any entertainment provided. Farmers Guardian Limited has taken reasonable checks to ensure that it is appropriate for the Event.
Where tickets/admission documents for the Event are posted to the participant, the risk in the goods shall pass to the participant upon the items being posted to the address given by the participant.
In the event of inappropriate behaviour by any individual in the view of Farmers Guardian Limited or the Event venue operator, they may be refused entry or asked to leave and excluded from the Event without refund or compensation.
Reasonable security searches at the Event venue will take place.
The details of the Event shown in any material supplied by Farmers Guardian Limited to the customer are correct at the time of publication but the participant shall be responsible for checking with Farmers Guardian Limited that no alterations have been made.
By submitting their personal details, the participant agrees to Farmers Guardian Limited processing those details in accordance with the purposes made known the participant at the time of collection and Farmers Guardian Limited’s privacy policy. Farmers Guardian Limited shall comply with all applicable requirements of the Data Protection Act 2018, the General Data Protection Regulation, any successor legislation or other applicable law.

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Licensing

Licensing

Licensing terms and conditions - Agriconnect

DEFINITIONS
You or Your: The person, firm, corporation or other organisation entering into this agreement with us by accepting these terms. Where the context so requires, You or Your includes your Authorised Users.
Us, We, or Our: Arc Media Holdings Limited (company number 13558953), trading as Agriconnect.
Affiliates: in respect of any person to whom the term Affiliate refers a company, corporation or partnership or other business entity (“entity”) which is directly or indirectly controlled by or under substantially common control with or controls (as the case may be) the person so referred to and for this purpose “control” means the power of an entity to secure (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership, agreement or other document regulating the entity in question) that the entity’s affairs are conducted in accordance with its wishes.
Authorised Users: those persons listed in the Order or such other persons as are agreed by the parties from time to time.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 5.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR (having the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018), the Data Protection Act 2018 (and regulations made thereunder), the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and all other legislation and regulatory requirements in force from time to time which apply in relation to the use of Personal Data “Data Controller”, “Data Processor”, “Personal Data” and “Data Subject” have the meanings in the Data Protection Legislation.
Digital Materials: the electronic materials described more fully in the Order under ‘Services’
Materials: the Digital Materials.
Order: the order form completed and signed by the parties or other written confirmation setting out the particulars of the licence We are to provide You.
Party: either the licensee or licensor, dependent on the context of the agreement.
Services: the provision of Materials.
Member Data: The data input by you (and anyone authorised by you) for use in conjunction with the Materials.
Licence Fee: The licence fee for the Services to be provided under this agreement, as specified in our invoice relating to this agreement.
Licence Period: The period in respect of which either (a) a Licence Fee is payable for the Services, as specified in our invoice relating to this agreement or (b) a free trial is to operate as specified in writing by Us.
Term: the period starting from the Start Date and expiring on the End Date as set out in the Order.
Your Sites: All sites, offices and locations that you and we have agreed are covered by this agreement and are listed in the Order.
AUTHORITY AND LICENCE FOR USE OF DIGITAL MATERIALS
2.1 We authorise you and/or your Authorised Users to use the Digital Materials specified in the Order on a non-exclusive basis for the Term for which you agree to pay us the Licence Fee save insofar as You and We have agreed that the Digital Materials will be provided without charge for a limited trial period in which case the balance of these Terms and Conditions shall be binding. For the avoidance of doubt, free trial periods may not be renewed or repeated without Our express written consent.
2.2 The Licence Fee shall be paid to Us save insofar as the Order provides that the Licence Fee may be paid via a third party agent of Yours (“Third Party Agent”). In the event that payment is made via a Third Party Agent You shall indemnify Us and keep Us indemnified against any loss, damage, costs and expenses We suffer or incur as a result of any default by the Third Party Agent in making payment of the Licence Fee in accordance with the terms of the Order as otherwise set out in this agreement.
2.3 The authorities and licences set out in clause 2.1 above start when you enter into this agreement and end
(a) if the Licence Period expires without your agreeing to renew this agreement on the terms and Licence Fee then applying; or
(b) If this agreement is terminated under clause 7.
2.4 You and/Your Authorised Users may:
(a) Search, view, copy and print out material containing Digital Materials for your own use;
(b) Access the Digital Materials while away from your principal place of work.
2.5 You shall not:
(a) Attempt to duplicate, modify, disclose or distribute any portion of the Digital Materials except as expressly permitted in this Agreement; or
(b) Host the Digital Materials (or any copy or copies thereof) on any server or other device or otherwise provide access to the Digital Materials (or any copy or copies thereof) except as expressly permitted in this Agreement.
YOUR OBLIGATIONS
3.1 You will take all steps necessary to ensure that Authorised Users comply with the terms of use of the Services in this agreement and do not:
(a) copy, print out or otherwise reproduce any Materials nor any material relating to part of the Services, except as permitted under this Agreement or authorised by us in writing;
(b) make any part of the Materials or of the Services available to anyone whose principal place of work is not one of your organisation’s sites, except as permitted under this agreement or authorised by us in writing;
(c) Alter any part of the Materials or Services; or
(d) Purport to assign or otherwise dispose of your rights under this agreement.
3.2 You will take reasonable steps to ensure that nobody other than Authorised Users accesses the Materials or Services using accounts created with your username and password, including without limitation taking all necessary steps to ensure that no part of the Materials or Services is accessible to an Authorised User after his or her employment by You ends. You will be required to co-operate with Our reasonable requirements from time to time in this regard.
3.3 You acknowledge and agree that we and our licensors own all intellectual property rights in the Materials. Except as expressly stated to the contrary, this Agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Materials or any related documentation.
3.4 You are responsible for configuring your information technology, computer programs and platform in order to access the Services. Notwithstanding clause 4.2, you should use your own virus protection software.
3.5 In the event that You are unable to access the Digital Materials for a period exceeding 48 hours’ duration You must inform Us no later than 7 days thereafter. We are unable to accept any liability in respect of loss and damage arising from any failure to comply with the foregoing requirement.
3.6 You shall provide us such copies of documentation as We reasonably require from time to verify Your compliance with the terms of this Agreement.
3.7 We reserve the right to suspend provision of the Services in the event that you fail to make payment of the Licence Fee in accordance with the relevant invoice. In the event such right is exercised provision of the Services shall be restored on our receipt of full payment of the outstanding Licence Fee.
OUR OBLIGATIONS
4.1 We warrant that you will not infringe any third party intellectual property rights by using the Materials.
4.2 We will take reasonable steps to ensure that any data files we supply to you as part of the Service are virus-free.
4.3 We will use our best endeavours to ensure that Licencee Data is maintained securely and is properly backed-up. In the event of any loss or damage to Licencee Data, your sole and exclusive remedy shall be that we use our best endeavours to restore the lost or damaged Licencee Data from the latest back up of such Licencee Data. We shall not be responsible for any loss, destruction, alteration or disclosure of Licencee Data caused by any third party (except those third parties sub-contracted by us to perform services related to Licencee Data maintenance and back-up).
4.4 We will use all reasonable endeavours to ensure that the Services are provided continuously and that access to our website is not interrupted by any event within our control. We will notify you in advance of planned downtime, which, if reasonably practicable, will be scheduled outside normal United Kingdom business hours.
CONFIDENTIALITY
5.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:
(a) Is or becomes publicly known other than through any act or omission of the receiving party; or
(b) Was in the other party’s lawful possession before the disclosure; or
(c) Is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) Is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e) Is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
5.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.
5.3 Each party shall use its best endeavours to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed except in accordance with the terms of this agreement.
5.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party (except, in our case, those third parties sub-contracted by us to perform services related to Licencee Data maintenance and back-up).
5.5 We acknowledge that the Licencee Data is your Confidential Information.
5.6 This clause shall survive termination of this agreement, however arising, by two years.
LIABILITY
6.1 This clause sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:
(a) Any breach of this agreement.
(b) Any use made by you of the Services or any part of them; and
(c) Any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with this agreement.
6.2 Except as expressly and specifically provided in this agreement all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.
6.3 Nothing in this agreement excludes our liability:
(a) For death or personal injury caused by our negligence; or
(b) For fraud or fraudulent misrepresentation.
6.4 Subject to clause 6.3 above:
(a) we shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising; and
(b) our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the price paid for the Services during the 12 months preceding the date on which the claim arose.
6.5 Under this clause, our liability includes that of any Affiliate and their respective agents, employees and sub-contractors, includes any other party claiming through you and loss or damage, includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the Services, whether under this Agreement or other agreement or in consequence of any misrepresentation, misstatement or tortious act or omission, including negligence.
6.6 We shall have no liability to you under this Agreement if we are prevented from or delayed in performing our obligations or from carrying on business by acts, events, omissions or accidents beyond our reasonable control, including without limitation default of strikes, lock-outs or other industrial disputes, failure of a utility service or transport or communications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.
TERMINATION
7.1 This agreement will terminate if you are in material breach of any of its terms and if the breach is not remedied within the period of twenty working days after written notice of it has been given to you.
7.2 On termination of this agreement for any reason:
(a) All licences granted under this agreement shall immediately terminate;
(b) Subject to the exceptions in this sub-clause, you will take reasonable steps to delete the Materials from your electronic media, including your intranet and electronic storage devices so that you no longer have an electronically functional copy of any part of the Materials. You are not required to delete or destroy archive material, e.g. presentations, containing Materials that were made prior to termination, or copies of such material;
(c) We may destroy or otherwise dispose of any of the Licencee Data in our possession unless we receive, no later than ten days after the effective date of the termination or expiry of this agreement, a written request for the delivery to you of a print-out of the then most recent back-up of the Licencee Data. We shall use reasonable endeavours to deliver the print-out to you within 30 days of receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by us in delivering such print-out; and
(d) Termination shall not affect or prejudice the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.
DATA PROTECTION
8.1 You and we will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
8.2 You and we acknowledge that for the purposes of the Data Protection Legislation, you are the Data Controller and we are the Data Processor.
8.3 Without prejudice to the generality of clause 8.1, you shall ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to us for the duration and purposes of this Agreement.
8.4 Without prejudice to the generality of clause 8.1, we shall, in relation to any Personal Data processed in connection with the performance by us of our obligations under this agreement:
(a) process that Personal Data only on your written instructions unless we are required by the laws of any member of the European Union or by the laws of the European Union applicable to us to process Personal Data (Applicable Laws). Where we are relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, we shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you;
(b) ensure that we have in place appropriate technical and organisational measures, reviewed and approved by you, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, 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 (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by us);
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
(d) not transfer any Personal Data outside of the European Economic Area unless your prior written consent has been obtained and the following conditions are fulfilled: (i) you and we have provided appropriate safeguards in relation to the transfer; (ii) the Data Subject has enforceable rights and effective legal remedies; (iii) we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and (iv) we comply with reasonable instructions you notify us in writing in advance with respect to the processing of the Personal Data;
(e) assist you, at your cost, in responding to any request from a Data Subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with Supervisory Authorities or regulators;
(f) notify you without undue delay on becoming aware of a Personal Data breach and, in any event, within 24 hours;
(g) at your written direction, delete or return Personal Data and copies thereof to you on termination of the agreement unless required by Applicable Law to store the Personal Data; and
(h) maintain complete and accurate records and information to demonstrate our compliance with this clause 8.
GENERAL PROVISIONS
9.1 The rights provided under this agreement are granted to you only, and shall not without our prior written consent be considered granted to any Affiliate of yours. You may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this agreement.
9.2 We may not without Your prior written consent, assign, transfer or charge any of Our rights in this Agreement save in respect of Affiliates of Ours.
9.3 This agreement is not intended to benefit anyone other than the parties to it and, in particular, no term of this agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
9.4 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
9.5 Any notice to be served pursuant to this Agreement shall be sent by email to the address You advise, or, in Our case to [•] or such other address as We advise You from time to time.
9.6 This contract agreement and the Licence Fee invoice constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this agreement. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to this agreement or not) other than as expressly set out in this agreement. The only remedy available to it for breach of the agreement shall be for breach of contract under the terms of this agreement.
9.7 English law governs this agreement and the parties submit to the non-exclusive jurisdiction of the courts of England and Wales in respect of all claims (including non-contractual claims).
9.8 This Agreement may be executed by electronic signature. You hereby waive any and all rights to dispute the validity, legality or enforceability of such method of execution as evidence of the existence of legal relations pursuant to the Agreement for the purposes of proceedings issued in respect of any of its terms.

by Agriconnect

Memberships

Memberships

Terms & conditions for memberships - Agriconnect

DEFINITIONS
You or Your: The person, firm, corporation or other organisation entering into this agreement with us by accepting these terms. Where the context so requires, You or Your includes your Authorised Users.
Us, We, or Our: Arc Media Holdings Limited (company number 13558953), trading as Agriconnect.
Affiliates: in respect of any person to whom the term Affiliate refers a company, corporation or partnership or other business entity (“entity”) which is directly or indirectly controlled by or under substantially common control with or controls (as the case may be) the person so referred to and for this purpose “control” means the power of an entity to secure (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership, agreement or other document regulating the entity in question) that the entity’s affairs are conducted in accordance with its wishes.
Authorised Users: those persons listed in the Order or such other persons as are agreed by the parties from time to time.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 5.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR (having the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018), the Data Protection Act 2018 (and regulations made thereunder), the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and all other legislation and regulatory requirements in force from time to time which apply in relation to the use of Personal Data. “Data Controller”, “Personal Data” and “Data Subject” have the meanings in the Data Protection Legislation.
Digital Materials: the electronic materials described more fully in the Order under ‘Services’
Materials: the Print Materials and Digital Materials.
Order: the order form completed and signed by the parties or other written confirmation setting out the particulars of the membership We are to provide You.
Print Materials: the printed physical materials described more fully in the Order under ‘Services’
Services: the provision of Materials.
Member Data: The data input by you (and anyone authorised by you) for use in conjunction with the Materials.
Membership Fee: The membership fee for the Services to be provided under this agreement, as specified in our invoice relating to this agreement.
Membership Period: The period in respect of which either (a) a Membership Fee is payable for the Services, as specified in our invoice relating to this agreement or (b) a free trial is to operate as specified in writing by Us.
Term: the period starting from the Start Date and expiring on the End Date as set out in the Order;
Your Sites: All sites, offices and locations that you and we have agreed are covered by this agreement and are listed in the Order.
AUTHORITY AND LICENCE FOR USE OF DIGITAL MATERIALS
2.1 We authorise you and/or your Authorised Users to use the Digital Materials specified in the Order on a non-exclusive basis for the Term for which you agree to pay us the Membership Fee save insofar as You and We have agreed that the Digital Materials will be provided without charge for a limited trial period in which case the balance of these Terms and Conditions shall be binding. For the avoidance of doubt, free trial periods may not be renewed or repeated without Our express written consent.
2.2 The Membership Fee shall be paid to Us save insofar as the Order provides that the Membership Fee may be paid via a third party agent of Yours (“Third Party Agent”). In the event that payment is made via a Third Party Agent You shall indemnify Us and keep Us indemnified against any loss, damage, costs and expenses We suffer or incur as a result of any default by the Third Party Agent in making payment of the Membership Fee in accordance with the terms of the Order as otherwise set out in this agreement.
2.3 The authorities and licences set out in clause 2.1 above and 3.1 below start when you enter into this agreement and end
(a) if the Membership Period expires without your agreeing to renew this agreement on the terms and Membership Fee then applying; or
(b) If this agreement is terminated under clause 8.
2.4 You and/Your Authorised Users may:
(a) Search, view, copy and print out material containing Digital Materials for your own use;
(b) Access the Digital Materials while away from your principal place of work.
2.5 You shall not:
(a) Attempt to duplicate, modify, disclose or distribute any portion of the Digital Materials except as expressly permitted in this Agreement; or
(b) Host the Digital Materials (or any copy or copies thereof) on any server or other device or otherwise provide access to the Digital Materials (or any copy or copies thereof) except as expressly permitted in this Agreement
AUTHORITY AND LICENCE FOR USE OF PRINT MATERIALS
3.1 We authorise you to use the Print Materials specified in the Order on a non-exclusive basis for the Term or which you agree to pay Us the Membership Fee save insofar as You and We have agreed that the Print Materials will be provided without charge for a limited trial period in which case the balance of these Terms and Conditions shall be binding..
3.2 You may copy the Print Materials for Your own internal use;
3.3 You shall not attempt to reproduce or distribute any portion of the Print Materials except as expressly permitted in this Agreement.
YOUR OBLIGATIONS
4.1 You will take all steps necessary to ensure that Authorised Users comply with the terms of use of the Services in this agreement and do not:
(a) copy, print out or otherwise reproduce any Materials nor any material relating to part of the Services, except as permitted under this Agreement or authorised by us in writing;
(b) make any part of the Materials or of the Services available to anyone whose principal place of work is not one of your organisation’s sites, except as permitted under this agreement or authorised by us in writing;
(c) Alter any part of the Materials or Services; or
(d) Purport to assign or otherwise dispose of your rights under this agreement.
4.2 You will take reasonable steps to ensure that nobody other than Authorised Users accesses the Materials or Services using accounts created with your username and password, including without limitation taking all necessary steps to ensure that no part of the Materials or Services is accessible to an Authorised User after his or her employment by You ends. You will be required to co-operate with Our reasonable requirements from time to time in this regard.
4.3 You acknowledge and agree that we and our licensors own all intellectual property rights in the Materials. Except as expressly stated to the contrary, this Agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Materials or any related documentation.
4.4 You are responsible for configuring your information technology, computer programs and platform in order to access the Services. Notwithstanding clause 5.2, you should use your own virus protection software.
4.5 In the event that You are unable to access the Digital Materials for a period exceeding 48 hours’ duration You must inform Us no later than 7 days thereafter. We are unable to accept any liability in respect of loss and damage arising from any failure to comply with the foregoing requirement.
4.6 You shall provide us such copies of documentation as We reasonably require from time to verify Your compliance with the terms of this Agreement.
4.7 We reserve the right to suspend provision of the Services in the event that you fail to make payment of the Membership Fee in accordance with the relevant invoice. In the event such right is exercised provision of the Services shall be restored on our receipt of full payment of the outstanding Membership Fee.
OUR OBLIGATIONS
5.1 We warrant that you will not infringe any third party intellectual property rights by using the Materials.
5.2 We will take reasonable steps to ensure that any data files we supply to you as part of the Service are virus-free.
5.3 We will use our best endeavours to ensure that Member Data is maintained securely and is properly backed-up. In the event of any loss or damage to Member Data, your sole and exclusive remedy shall be that we use our best endeavours to restore the lost or damaged Member Data from the latest back up of such Member Data. We shall not be responsible for any loss, destruction, alteration or disclosure of Member Data caused by any third party (except those third parties sub-contracted by us to perform services related to Member Data maintenance and back-up).
5.4 We will use all reasonable endeavours to ensure that the Services are provided continuously and that access to our website is not interrupted by any event within our control. We will notify you in advance of planned downtime, which, if reasonably practicable, will be scheduled outside normal United Kingdom business hours.
CONFIDENTIALITY
6.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:
(a) Is or becomes publicly known other than through any act or omission of the receiving party; or
(b) Was in the other party’s lawful possession before the disclosure; or
(c) Is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) Is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e) Is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
6.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.
6.3 Each party shall use its best endeavours to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed except in accordance with the terms of this agreement.
6.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party (except, in our case, those third parties sub-contracted by us to perform services related to Member Data maintenance and back-up).
6.5 We acknowledge that the Member Data is your Confidential Information.
6.6 This clause shall survive termination of this agreement, however arising, by two years.
LIABILITY
7.1 This clause sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:
(a) Any breach of this agreement;
(b) Any use made by you of the Services or any part of them; and
(c) Any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with this agreement.
7.2 Except as expressly and specifically provided in this agreement all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.
7.3 Nothing in this agreement excludes our liability:
(a) For death or personal injury caused by our negligence; or
(b) For fraud or fraudulent misrepresentation.
7.4 Subject to clause 7.3 above:
(a) we shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising; and
(b) our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the price paid for the Services during the 12 months preceding the date on which the claim arose.
7.5 Under this clause, our liability includes that of any Affiliate and our and their respective agents, employees and sub-contractors, you includes any other party claiming through you and loss or damage includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the Services, whether under this Agreement or other agreement or in consequence of any misrepresentation, misstatement or tortious act or omission, including negligence.
7.6 We shall have no liability to you under this Agreement if we are prevented from or delayed in performing our obligations or from carrying on business by acts, events, omissions or accidents beyond our reasonable control, including without limitation default of sub-contractors, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or communications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.
TERMINATION
8.1 This agreement will terminate if you are in material breach of any of its terms and if the breach is not remedied within the period of twenty working days after written notice of it has been given to you.
8.2 On termination of this agreement for any reason:
(a) All licences granted under this agreement shall immediately terminate;
(b) Subject to the exceptions in this sub-clause, you will take reasonable steps to delete the Materials from your electronic media, including your intranet and electronic storage devices so that you no longer have an electronically functional copy of any part of the Materials. You are not required to delete or destroy printouts containing Materials that were made prior to termination, or copies of such printouts;
(c) We may destroy or otherwise dispose of any of the Member Data in our possession unless we receive, no later than ten days after the effective date of the termination or expiry of this agreement, a written request for the delivery to you of a print-out of the then most recent back-up of the Member Data. We shall use reasonable endeavours to deliver the print-out to you within 30 days of receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by us in delivering such print-out; and
(d) Termination shall not affect or prejudice the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.
8.3 This agreement will renew for further terms equal in duration to the Term on the same terms as set out in the Order save in respect of the Licence Fee which may be increased by up to 5 (five) percent in respect of each such renewal. The provisions of the preceding sentence shall not take effect if You provide written notice to Us that You wish the agreement to terminate not less than 30 days prior to the expiry of the then current Term or renewal thereof.
DATA PROTECTION
9.1 You and we will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
9.2 You and we acknowledge that for the purposes of the Data Protection Legislation, we are the Data Controller.
9.3 Without prejudice to the generality of clause 9.1, you shall ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to us for the duration and purposes of this Agreement.
9.4 Without prejudice to the generality of clause 9.1, we shall, in relation to any Personal Data processed in connection with the performance by us of our obligations under this agreement:
(a) process that Personal Data only on your written instructions unless we are required by the laws of any member of the European Union or by the laws of the European Union applicable to us to process Personal Data (Applicable Laws). Where we are relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, we shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you;
(b) ensure that we have in place appropriate technical and organisational measures, reviewed and approved by you, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, 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 (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by us);
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
(d) not transfer any Personal Data outside of the UK or European Economic Area unless your prior written consent has been obtained and the following conditions are fulfilled: (i) you and we have provided appropriate safeguards in relation to the transfer; (ii) the Data Subject has enforceable rights and effective legal remedies; (iii) we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and (iv) we comply with reasonable instructions you notify us in writing in advance with respect to the processing of the Personal Data;
(e) assist you, at your cost, in responding to any request from a Data Subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with Supervisory Authorities or regulators,
(g) at your written direction, delete or return Personal Data and copies thereof to you on termination of the agreement unless required by Applicable Law to store the Personal Data; and
(h) maintain complete and accurate records and information to demonstrate our compliance with this clause 9.
GENERAL PROVISIONS
10.1 The rights provided under this agreement are granted to you only, and shall not without our prior written consent be considered granted to any Affiliate of yours. You may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this agreement.
10.2 We may not without Your prior written consent, assign, transfer or charge any of Our rights in this Agreement save in respect of Affiliates of Ours.
10.3 This agreement is not intended to benefit anyone other than the parties to it and, in particular, no term of this agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
10.4 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
10.5 Any notice to be served pursuant to this Agreement shall be sent by email to the address You advise, or, in Our case to [•] or such other address as We advise You from time to time.
10.6 This agreement and the Membership Fee invoice constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this agreement. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to this agreement or not) other than as expressly set out in this agreement. The only remedy available to it for breach of the agreement shall be for breach of contract under the terms of this agreement.
10.7 English law governs this agreement and the parties submit to the non-exclusive jurisdiction of the courts of England and Wales in respect of all claims (including non-contractual claims).
10.8 This Agreement may be executed by electronic signature. You hereby waive any and all rights to dispute the validity, legality or enforceability of such method of execution as evidence of the existence of legal relations pursuant to the Agreement for the purposes of proceedings issued in respect of any of its terms.

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