- General
In these Terms (as defined below) the following expressions have the following meanings:
“Agreement” means these Terms together with the items and associated pricing listed within the Order Form; “Event” means the Women in Data 2021 Conference to be held virtually and all its associated marketing and publicity; “Event Partner” means the person, company or other legal entity which has signed this Agreement; “Order Form” means the application for marketing, event, advertising and promotional services from The Evergreen Group Limited which together with these Terms form the/this Agreement; “Organiser” means The Evergreen Group Limited; “Total Cost” means the sum specified above and to be paid by the Event Partner to the Organiser by way of consideration for this contract; “Terms” means the terms and conditions contained in this document, “WiD” and “WiD UK” are trading names of The Evergreen Group Limited. Terms that are defined or described in the Order Form have the same meaning in these Terms unless expressed otherwise.
- Application for Event partnering, content creation or event attendance
A contract shall be deemed to be made when this Agreement has been signed by the Event Partner and received by the Organiser. The Organiser may at its sole discretion accept applications for Event partnering by purchase order, in writing, by facsimile, by e-mail, by a deposit payment in lieu of written application (in each case on the understanding that these Terms and those of the Order Form shall apply to the exclusion of any terms put forward by the Event Partner including but not limited to on a purchase order). The Organiser reserves the right to reject any such application.
- Payment terms
3.1 All sums shall be paid in Pounds Sterling in full by the Event Partner within 30 days of the date of the Organiser’s invoice, which will be issued on entering the Agreement. If the Event Partner fails to make any payment when due, without prejudice to any other rights it may have, the Organiser may charge interest before and after jugdment at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998, and/or suspend its performance of this Agreement and/or terminate this Agreement by giving written notice to the Event Partner of such termination.
3.2 The Organiser reserves the right to cancel (without any refund) the Event Partner’s attendance, presentation, advertising or Event partnering in the event that the Event Partner has failed to fulfil any obligations relating to payments.
3.3 In the case of non-payment of any sum due from the Event Partner (whether formally demanded or not) or of any other breach or non-observance by the Event Partner of any of this Agreement, the Organiser shall have the right to terminate this Agreement immediately; without any refund being payable and without prejudice to the right to recover all sums payable by the Event Partner or to any other right or remedy available to the Organiser.
- Other terms
4.1 Status as Event Partner lasts for 12 months from the date of signature of the Order Form, during which period the Event Partner has the benefit of the items listed in the Order Form, and at the end of which those benefits will cease and the Event Partner will cease all activity suggesting any link with the Event unless it has entered a contract for a further year (subject to agreement by both parties).
4.2 Meet-ups must be arranged via the Organiser, and all content for meet-ups provided to the Organiser, no later than the Meet-up Deadline. If these deadlines are not met, the Organiser is not obliged (in the case of failure to arrange) to host the relevant Meet-up or (in the case of failure to provide content) to post the relevant content, and no rebates will be provided in this respect. The Event Partner may not contact meet-ups directly until it is put in touch with them by the Organiser.
4.3 The target number of meet-ups is 50-100 over a period of up to 12 months, but the Event Partner accepts that the Organiser gives no warranty or guarantee in that respect and will not be liable for any failure to reach that number, however caused.
4.4 The Event Partner must provide all content for the website, brochure and PR purposes, in a form acceptable to the Organiser, no later than the Contend Deadline. Any failure to do so may result in such content not being used, without any liability to the Organiser.
4.5 Any extras will be as detailed in the Order Form, or as otherwise subsequently agreed in writing by both parties. The Organiser will not be bound to provide such extras unless it has agreed to do so in writing and the Event Partner has paid the applicable price (if any) for them. Any content or other collateral for extras must also be submitted by the Event Partner no later than the Content Deadline.
- Cancellation of Event Partnership
In the event that an Event Partner wishes to cancel its order (as set out in the Order Form), it must provide written notification to the Organiser. In such event, the following rebates of money received from the Event Partner will be due:
Days before date of Event that written notice of cancellation is received by Organiser
Percentage of amount paid due as rebate
More than 180 days
70%
180 days – 91 days
20%
90 days or less
0%
If, at the time of cancellation, amounts are due from the Event Partner but have not been paid, those amounts shall remain due, and shall be paid in full, subject to the rebate referred to above to the extent applicable. The Event Partner acknowledges that the above represents a proportionate and reasonable outcome as it reflects the Organiser’s cancellation arrangements with the venue.
- Cancellation or change of location or date of an Event
6.1 The Event Partner shall not have any claim against the Organiser in respect of any loss or damage whatsoever consequent upon an Event failing to be held. Upon the cancellation of an Event in these circumstances, the Organiser will refund to the Event Partner any part of the money paid by the Event Partner to the Organiser which has not yet been spent, incurred, or otherwise committed to any liability by the Organiser in relation to this Agreement and/or the Event.
6.2 The Organiser reserves the right to change the Venue and or the date of the Event providing always that the Organiser shall give the Event Partner notice of any such change as soon as is reasonably possible. Any such change in venue and/or date shall not constitute a breach of contract and shall not give rise to any right to terminate this Agreement or any claim by the Event Partner.
- Insurance and limitation of liability
7.1 The Event Partner shall indemnify the Organiser against all liabilities, costs, expenses, damages, and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Organiser arising out of or in connection with: (i) The Event Partner’s breach or negligent performance or non-performance of this Agreement; (ii) the enforcement of this Agreement; (iii) any claim made against the Organiser for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with any materials supplier by the Event Partner to the Organiser; (iv) any claim made against the Organiser by a third party arising out of or in connection with this Agreement, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this Agreement by the Event Partner, its employees, agents or subcontractors; and (v) any claim made against the Organiser by a third party for death, personal injury or damage to property arising out of or in connection with defective goods or services, to the extent that the defect in the goods or services is attributable to the acts or omissions of the Event Partner, its employees, agents or subcontractors. This indemnity shall apply whether or not the Organiser has been negligent or at fault.
7.2 Nothing in the agreement limits any liability which cannot legally be limited, including but not limited to, liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; and (iii) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982.
7.3 Subject to clause 7.2 above the Organiser’s total liability to the Event Partner arising under or in connection with this Agreement, including but not limited to liability in contract, tort (including negligence), and breach of statutory duty shall not exceed the Total Cost. Specifically, the following types of loss are wholly excluded from liability: loss of profits, sales or business, revenue, goodwill, agreements or contracts and indirect or consequential loss.
- Assignment
This Agreement is personal to the Event Partner and the Event Partner shall not be entitled to assign, grant licences or otherwise deal with the rights and obligations in respect of the whole or any part of this Agreement.
- Insolvency
In the event of the Event Partner becoming bankrupt or insolvent, going into liquidation, entering into any agreement with its creditors, or in the event that a Receiver or Administrator or Administrative Receiver is appointed in respect of any of its assets, then the Organiser reserves the right to terminate the Agreement and no refund shall be provided.
- Force Majeure
Should the Event be cancelled, curtailed or adversely affected by any cause not within the reasonable control of the Organiser including but not limited to war, terrorism, fire, national emergency, labour disputes, strike, lockout, civil disturbance, Act of God, or non availability of the Venue for any reason, the Organiser shall be under no obligation to refund all or part of the sums paid by the Event Partner in respect of its participation in the Event and shall be under no liability to the Event Partner or any other person in respect of any actions, proceedings, claims, demands, losses (including consequential losses) costs or expenses whatsoever which may be brought against or suffered or incurred by the Event Partner as the result thereof.
- Waiver
The failure of the Organiser at any time to enforce any provision of this Agreement shall not affect its right thereafter to require complete performance by the Event Partner nor shall the waiver of any breach of any such provision be taken as or held to be a waiver of any subsequent breach or be a waiver of the provision itself.
- Data Protection
By entering into this Agreement the Event Partner agrees that the information and data (personal or otherwise) provided by it will be held and processed by the Organiser now and, furthermore, may continue to be held and processed in the future for marketing purposes. The Event Partner warrants that it has all necessary consents in this regard and that it is compliant with all relevant data protection laws. The Event Partner fully indemnifies the Organiser for any losses, fines or other costs flowing from a breach of this warranty.
- Intellectual Property
All intellectual property produced in connection with this Agreement shall be the property of the Organiser. The Event Partner acknowledges that it shall have no rights in such property.
The Event Partner grants the Organiser a licence to use its intellectual property, including its registered and/or unregistered trade marks, for the purposes of performing this Agreement and for promoting the Event (and shall provide the necessary high-resolution logos and other materials to the Organiser upon request). The Event Partner warrants that such use shall not infringe the rights of any third party and indemnifies the Organiser for any breach of this warranty.
- Confidentiality
14.1 The Event Partner agrees to keep confidential the terms of this Agreement save to enforce its terms or as required by law.
14.2 The Event Partner acknowledges that the Organiser may from time to time disclose to the Event Partner additional information which is confidential to either the Organiser or a third party who is also an event partner. The Event Partner agrees to keep such information confidential.
14.3 Should the Event Partner wish the Organiser, or any third party, to treat as confidential any information or materials which it may supply in connection with the Event, then the Event Partner must make it clear in writing to the receiving party that the said information or materials are deemed to be confidential and shall provide clear instructions as to any limitations to be placed upon its use. Should no such written communication be received from the Event Partner, then the said information or materials may be used freely by the Organiser, other event partners and relevant third parties (such as delegates attending the Event) without any restrictions.
14.4 In any event, the Organiser shall under no circumstances be liable to the Event Partner for any breach of confidence.
- Partnership
Nothing in this Agreement is intended to establish any partnership or joint venture between the Event Partner and the Organiser and neither shall be the agent of the other. The word “Partner” in “Event Partner” is used purely to identify the sponsoring party and is not intended to have any legal meaning.
- Invalidity
If any provision of this Agreement is found by any court or other authority to be illegal, invalid or unenforceable then that provision shall, to the extent required, be severed from this Agreement and shall be of no effect without, so far as possible, modifying any of the other provisions which shall remain in full force and effect.
- Entire Agreement
The Order Form and these Terms together constitute the entire agreement between the Organiser and the Event Partner. Neither the Order Form nor these Terms shall be varied save by written agreement between the Organiser and the Event Partner.
- Third parties
Only the Event Partner and the Organiser shall have any right to enforce any terms of this Agreement. No third party shall have any right to enforce any terms of this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.
- Governing law and jurisdiction
This Agreement is governed by and shall be construed in accordance with English law. The parties hereby submit to the exclusive jurisdiction of the English courts.