Terms and Conditions
Please read these terms and conditions carefully, they contain important information about your rights and obligations.
1.1 Please read this Subscription Agreement carefully before attempting to subscribe to the subscription materials and information available on the web site (the "Subscription Service") operated by ClearView Financial Media Limited ("ClearView Financial Media Limited", "we" or "us"). In particular, we draw your attention to clauses 10 (Applicability of Subscription Materials) and 15 (Liability).
1.2 By clicking on the "I Accept" button at the bottom of these terms and conditions and subscribing to the Subscription Service or by completing the Sales Order form you agree to be legally bound by these terms and conditions as they may be modified and posted on our web site from time to time.
1.3 If you do not wish to be bound by these terms and conditions then you may not subscribe to the Subscription Service.
2. Nature of our websites
2.1 Our website describes the Subscription Service in more detail.
3. Access to the Subscription Services
3.1 On receipt of your application for a trial subscription, we shall, subject to clause 6.3, provide you with such user name(s) and password(s) as are required by you to give access to the Subscription Service to you and/or any employees identified by you on your application for a trial subscription (such individuals in receipt of a user name being referred to in these terms and conditions as "Users").
3.2 By signing up for a trial to one of ClearView Financial Media's news sites or by joining its network though a corporate or individual subscription, it is agreed that the registrant may receive carefully selected third party mailings from Partner organisation. An unsubscribe facility will be available at all times accompanying any mailing.
3.3 You shall keep and, where relevant, shall procure that your employees keep confidential the user name(s) and password(s) provided by us to you for access to the Subscription Service. You must notify us immediately of any unauthorised use of them or any other breach of security regarding our web site that comes to your attention.
3.4 You shall be entirely responsible for all access to the Subscription Service where access is facilitated by the user name(s) and password(s) provided to you whether such access is with or without your consent.
4. Trial Period
4.1 By signing up for a trial to one of ClearView Financial Media's news sites or by joining its network though a corporate or individual subscription, it is agreed that the registrant may receive carefully selected third party mailings from Partner organisation. An unsubscribe facility will be available at all times accompanying any mailing.
4.2 For the fourteen (14) day period following receipt by you of your user name(s) and password(s), you shall be entitled to access the Subscription Service on a free trial basis (the "Trial Period") and access shall be subject to these terms and conditions.
4.3 On expiry of the Trial Period, continued access to the Subscription Service shall be subject to completion of the full subscription and payment of the fee by you in accordance with clause 6 (Payment).
5. Conditions of access to the Subscription Service
5.1 We grant you a non-exclusive, non-transferable licence to use the Subscription Service for: (a) the Trial Period; and(b) subject to clause 4.2, following expiry of the Trial Period for 1 year, and for yearly periods afterwards, on the payment of an annual renewal fee.
5.2 This licence to use the materials and information made available through the Subscription Service including without limitation any news items published in the site (the "Materials") is granted on the terms and conditions of this Subscription Agreement.
5.3 In relation to the Subscription Service: (a) you and each User may: i. display the Materials electronically on a single computer; ii. download and store one copy of the Materials in machine readable form; and iii. print one copy of the Materials; iv. in relation to any part of the Subscription Service which offers the "email a friend" function, use such function in respect of no more than 50 articles in each year, for their own individual use and for the purposes of any matter or transaction on which they are advising provided that you shall not be entitled to reproduce the Materials on any electronic or print media (including without limitation on any intranet or extranet) other than as permitted under this clause. (b) you and any User may not: v. download, store, reproduce, transmit, display (including without limitation display on any intranet or extranet site), copy, distribute or use Materials other than in accordance with clause 5.3(a)above; vi. sub-license, rent, lease, transfer or attempt to assign the rights in the Materials to any other person; vii. alter or remove any copyright notices or other notices indicating the proprietary ownership by us or any third party of any intellectual property in the Materials; viii. use the Materials in any manner except as expressly permitted, or transfer or export the Materials or any copies into any country, other than in compliance with applicable laws; ix. in relation to any part of the Subscription Service which offers the "email a friend" function, use such function in respect of no more than 50 articles in each year, for their own individual use and for the purposes of any matter or transaction on which they are advising provided that you shall not be entitled to reproduce the Materials on any electronic or print media (including without limitation on any intranet or extranet) other than as permitted under this clause. x. reproduce, modify, or in any way commercially exploit any of the Materials; xi. allow any person in respect of whom a user name and password has not been allocated by us to use the Materials; xii. make the Materials available on a network; xiii. create a database in electronic or structured form by systematically downloading and storing all or any of the Materials.
5.4 ClearView Financial Media Limited reserves the right to monitor the usage of the "email a friend" function and to contact you if we consider that you are using this function unreasonably. In the event that any usage of this function continues in breach of clause 5.3(a)(iv) following notification under this clause, we reserve the right to terminate your use of the Subscription Service in accordance with clause 16.1.
5.5 Unless otherwise specified, the Materials are presented solely for your own internal business use and may not be re-sold.
6.1 To access the Subscription Service on expiry of the Trial Period you will need to contact a ClearView Financial Media Limited sales or customer service representative (contact details are on ClearView Financial Media Limited).
6.2 Details of our prices for full subscription to the Subscription Service, and the procedures for payment are available from ClearView Financial Media Limited sales and customer care representatives. You may pay by credit card, cheque or bank transfer within 30 days of receiving a valid invoice. The method of payment shall be indicated by you at the time of your full subscription request made in accordance with clause 6.1 and the payment will cover 1 year's access to the Subscription Service unless otherwise agreed. The price of any full subscription is the price in force at the date and time of your order. We may change the price of any full subscription before you place a full subscription request. If payment is not received within 30 days of receiving a valid invoice, ClearView Financial Media Limited reserves the right to restrict access to the Subscription Service and/or charge interest under the Late Payment of Commercial Debts (Interest) Act 1998.
6.3 We are entitled to refuse any trial or full subscription request placed by you. If your full subscription request is accepted, we will confirm acceptance to you by subscription electronic means ("Confirmation") to the email address you have given us on registration or on ordering. The Subscription Service will be made available to you via email on Confirmation. On expiry of the Trial Period, making the Subscription Service available to you on Confirmation constitutes performance of our services and, other than in accordance with clause 7.2, you will have no right to cancel the contract once we have done so.
6.4 You undertake that all details you provide to us for the purpose of subscribing to the Subscription Service for the Trial Period or otherwise will be correct, including without limitation and where relevant, that the credit card which you use is your own and that there are sufficient funds or credit facilities to cover the cost of any subscription. We reserve the right to obtain validation of your credit card details before providing you with access to the Subscription Service.
7. Warranties and returns
7.1 We warrant that we will provide the Subscription Service with reasonable skill and care.
7.2 If you wish to cancel your full subscription to any part of the Subscription Service within 7 working days of Confirmation for any reason (including if you simply change your mind), you may do so if you send us a notice in writing or other durable medium (including email), but only if you have not yet accessed the Materials following expiry of the Trial Period. In these circumstances, you may claim a refund from us.
7.3 If you have any complaints, or if you wish to exercise your right of cancellation referred to in clause 7.2 you may send your complaint or notice of cancellation to us via email at clientsupport@ClearViewPublishing.com or by post to Head of Customer Services, ClearView Financial Media Limited, 52 Grosvenor Garden London SW1W 0AU. If you wish, you may use the form of cancellation set out at the end of these terms and conditions.
8. Modifications to the Subscription Service
8.1 Subject to your rights set out in clause 16 (Termination), we reserve the right to alter, suspend or discontinue any aspect of the Subscription Service, including your access to it. Unless explicitly stated any new features will be subject to these terms and conditions.
9. Information you provide
10. Applicability of Subscription Materials
10.1 Where Materials published in the Subscription Service are supplied by third parties, you understand that we do not control or endorse their contents in any way. All Materials which are offered or provided by third parties, are published in good faith but we do not (to the extent permitted by applicable law) accept responsibility for the accuracy or otherwise of those Materials (on or off-line) and the use of those Materials. You assume total responsibility and risk for your use of the Materials and the Subscription Service.
10.2 We have used our best endeavours to ensure that all Materials comply with UK law but we make no representations that the Materials and the Subscription Service are appropriate or available for use in the United Kingdom . We also make no representations that the Materials and the Subscription Service are appropriate or available for use in locations outside the United Kingdom.
10.3 We make no warranties, express or implied that making the Materials and the Subscription Service available in any particular jurisdiction outside the UK is permitted under any applicable non-UK laws or regulations. Accordingly, if making the Subscription Service, the Materials or any part available in your jurisdiction or to you (by reason of nationality, residence or otherwise) is prohibited, the Subscription Service or the relevant Materials are not offered for subscription by you. You accept that if you are resident outside the UK, you must satisfy yourself that you are lawfully able to subscribe to the Subscription Service. We accept no liability, to the extent permitted by applicable law, for any costs, losses or damages resulting from or related to the access or attempted access of the Subscription Service by persons in jurisdictions outside the UK or who are nominees of or trustees for citizens, residents or nationals of other countries.
11. Copyright and Monitoring
11.1 The contents of the Subscription Service are protected by international copyright laws and other intellectual property rights. The owner of these rights is ClearView Financial Media Limited or other third party licensors. All product and company names and logos contained within our web site or the Subscription Service are the trade marks, service marks or trading names of their respective owners, including us.
12. Linked Websites
12.1 We make no representations and give no warranties whatsoever about any other websites which you may access through the Subscription Service. When you access any other web site you understand that it is independent from us and that we have no control over the content or availability of that website. In addition, a link to any other web site does not mean that we endorse the content or use of such web site. Accordingly, we accept no responsibility for and shall not be liable for the content, or the use of, such a web site and shall not be liable for any loss or damage caused or alleged to be caused by or in connection with use of or reliance on any content, goods or services available on or through any other web or resource. Any concerns regarding any external link should be directed to its web site administrator or web master.
13. Availability of the Subscription Service
13.1 We will try to make the Subscription Service available but cannot guarantee that the Subscription Service will operate continuously or without interruptions or be error free and can accept no liability for its unavailability. You must not attempt to interfere with the proper working of the Subscription Service and, in particular, you must not attempt to circumvent security, tamper with, hack into, or otherwise disrupt any computer system, server, web site, router or any other internet connected device.
14.1 The Materials may not address your particular requirements and are not intended to constitute a definitive or complete statement of the law on any subject and are not intended to constitute legal or investment advice in any specific situation. You should take your own advice and make your own decisions without placing any reliance on any of our Materials.
14.2 The Materials include archived information and resources which may be incorrect or out of date.
15.1 We exclude all express or implied terms, conditions, warranties, representations or endorsements whatsoever with regard to the Materials, the Subscription Service, our web site or any information or service provided through our web site not contained in this Subscription Agreement. We will do our best to ensure that all Materials are accurate, but please note that all Materials and information contained in the Subscription Service are provided on an "as is" basis.
15.2 It is a feature of the ClearView Financial Media Limited web site that much of the Materials are contributed to us by many different third parties and we do not control those parties or their information and have no responsibility for any information they contribute. Opinions expressed within the Materials are those of the authors and do not represent our opinions.
15.3 We do our best to ensure that the Materials are accurate. However, we make no representations that the Material is accurate and up to date or complete and accept no liability for any loss or damage caused by inaccurate information. The Materials do not constitute any form of advice or recommendation by ClearView Financial Media Limited and are not intended to be relied upon in making (or refraining from making) any specific investment, or other, decisions. If you find any inaccurate information on the web site let us know and we will correct it, where we agree, as soon as practicable.
15.4 In relation to the provision of the Subscription Service, we accept no liability for any indirect or consequential loss or damage, or for any loss of data, profit, revenue or business (whether direct or indirect), however caused, even if foreseeable. In circumstances where you suffer loss or damage arising out of or in connection with the viewing, use or performance of the Subscription Service or the Materials, we accept no liability for this loss or damage (except where we have been negligent) whether due to inaccuracy, error, omission or any other cause and whether on the part of ClearView Financial Media Limited or our servants or agents.
15.5 If we are liable to you for any reason, our liability will be limited to the amount paid by you for the Subscription Service in the year in which such liability arose. This limit does not apply to any liability we may have for death or personal injury resulting from our negligence.
15.6 You are responsible for ensuring that your computer system meets all relevant technical specifications necessary to use the Subscription Service and is compatible with our web site. You also understand that we cannot and do not guarantee or warrant that any material available for downloading from the Subscription Service will be free from infection, viruses and/or other code that has contaminating or destructive properties. You are responsible for implementing sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy your particular requirements for the accuracy of data input and output.
15.7 The limitations and exclusions in this clause 15 do not affect your non-excludable statutory rights which shall only apply to the extent permitted by applicable law.
16.1 We may terminate or suspend your use of the Subscription Service at any time if you are found in material breach or we have reasonable grounds to believe that you are in material breach of any of these terms, including without limitation the prohibition on sharing or disclosure of user name(s) and password(s) set out in clause 3 (Access to the Subscription Service) and the reproduction of Materials set out in clause 5.4. and such breach, if capable of remedy, is not amended within 30 days of notification of such material breach.
16.2 If you are notified of termination of your rights of use, you must immediately destroy all of your copies of the Materials. In these circumstances you will not be entitled to any refund. The Client may continue to use and store any licensed materials to the extent necessary for the Client to comply with any statutory or regulatory requirements.
16.3 Other than in accordance with our rights set out in clause 16.1, in the event that under clause 8 (Modifications to the Subscription Service) we discontinue, suspend or terminate your access to all of the Subscription Service, we shall refund to you the pro rata share of the annual fee paid by you which relates to the unexpired part of the year in relation to which such annual fee was paid.
17.1 We may assign, novate or subcontract any or all of our rights and obligations under these terms and conditions at any time.
17.2 We may alter these terms and conditions from time to time and post the new version on our web site, following which all use of the Subscription Service will be governed by that version.
17.4 If any provision or term of these terms and conditions shall become or be declared illegal, invalid or unenforceable for any reason whatsoever, such term or provision shall be divisible from the other terms and conditions and shall be deemed to be deleted from them.
17.5 These terms and conditions and your use of our web site are governed by English law and you submit to the non-exclusive jurisdiction of the English courts.
17.6 ClearView Financial Media Limited will not be held liable for any failure to perform any obligation to the other due to causes beyond our respective reasonable control.
17.7 Failure by either party to exercise any right or remedy under these terms and conditions does not constitute a waiver of that right or remedy.
17.8 These terms and conditions are not intended to benefit anyone other than the parties to it and, in particular, no term shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
18.1 All notices shall be given to us via email at clientsupport@ClearViewPublishing.com; or by post to Head of Customer Services, ClearView Financial Media Limited 52 Grosvenor Gardens, London SW1W 0DU; or to you at either the email or postal address you provide during any application process unless otherwise notified to us. Notice will be deemed received when an email is received in full (or else on the next business day if it is received on a weekend or a public holiday in the place of receipt) or 3 days after the date of posting.
19.1 These terms and conditions replace all other terms and conditions previously applicable to the provision of the Subscription Service.
2. Clearview Awards Business Terms and Conditions
ClearView Financial Media Ltd is a company registered in England and Wales. Our company registration number is 06784131 and our registered office is at 505 Pinner Road, Harrow, Middlesex, HA2 6EH (“we” and “us”). Our VAT number is 843 3686 09. These are the terms and conditions subject to which we will allow you as a business (“you”) to enter our Awards Programmes.
ClearView awards are intended only for business and professional audiences. If you are an individual consumer, you must make this clear to us prior to making any booking and different terms may apply.
2. Making an Entry
2.1 Entries must be made following the process and rules set out on the ClearView Awards website and related communications.
2.2 We will not accept responsibility for Entries that are lost, mislaid, damaged or delayed in transit, regardless of cause.
2.3 Our acceptance of your Entry will take place when we accept your Entry booking by email, at which point a contract will come into effect between you and us.
2.4 When we accept your Entry, it shall be incorporated into, and subject to the terms and conditions set out in this Agreement.
2.5 Acceptance of your Entry shall not (unless it is expressly stated otherwise) prejudice any rights, obligations and/or remedies both you and us may have and which have accrued independently under this Agreement.
3. Eligibility & Judging
3.1 The Awards Process is open to entrants fulfilling the Entry Criteria set out on the ClearView Awards website.
3.2 Any material supplied in support of an Entry must be your original work and you confirm that you own all intellectual property rights in and to your Entry.
3.3 Where you have submitted materials to support your Entry which include intellectual property belonging to another person, you confirm that you have all necessary consents from the owner(s) of all applicable intellectual property rights.
3.4 We will not accept an Entry that contains work which does not belong to you, has been plagiarised, includes intellectual property belonging to another person which you do not have permission.
3.5 The Entries will be judged by a panel of independent judges. A list of the judges can be viewed on the ClearView Awards Website.
3.6 Your Entry will be judged on its merits and principally on the basis of the information you provided in your Entry. The decision of the panel of judges will be final and we will not enter into any correspondence or discussion with any entrants nor will we accept any submissions, representations or appeals with regard to such a decision. We reserve the right not to make any particular award in any given category.
3.7 Your Entry and any supporting documentation will be considered confidential information.
4. Attending the Awards Ceremony
4.1 Attendance to the Awards Ceremony is a separate process to making an Entry.
4.2 To make a booking for attendance at the Awards Ceremony, you must complete the online registration form or contact a ClearView representative. Your booking is not confirmed until you receive an email confirming receipt of your order or an invoice from ClearView. It is your responsibility to update us of any changes to your contact details so that we are able to contact you.
4.3 Unless otherwise agreed by us in advance and in writing, all Attendees must be at least 18 years of age on the date of the Awards Ceremony.
4.4 We are not responsible for any offence caused by a presenter or any acts or other entertainment during the awards ceremony.
4.5 Attendees are required to make their own arrangements for transport to the Venue. We are not responsible for any inability to attend owing to failure of transport.
5. Venue & Special Requirements
5.1 Attendees must comply with the rules and regulations governing the Venue including dress codes and rules of entry. If an Attendee brings any property to the Venue, he/she does so at his/ her own risk. We are not responsible for any loss and/or damage to such property. If an Attendee is using car parking facilities at the Venue, he/ she does so entirely at his/ her own risk. We do not accept any responsibility for any loss and/or damage resulting from his/ her use of such car parking facilities. Car parking spaces are not guaranteed.
5.2 We reserve the right to refuse admission to any person whom we consider in our absolute discretion to be unsuitable for admission to the Awards Ceremony or to remove such person after the start of the Awards Ceremony. In such circumstances, there will be no refund of the Attendance Fee.
5.3 If there are any specific requirements due to a disability, food allergies or for any other reason (a “Special Requirement”), please contact a ClearView representative 5 days prior to the Awards Ceremony. Where you inform us of a Special Requirement less than 5 days before the Awards Ceremony you understand it may not be possible to accommodate that Special Requirement, or its accommodation may result in an additional charge.
5.4 If you are hosting other guests, you are responsible for informing us of any Special Requirements for any of your guests, as per clause 5.3.
6. Data Protection
6.1 To the extent that you provide us with Personal Data under this Agreement, our Privacy Notice (on our website) shall apply to the provision of such Personal Data to us.
7. Cancellations, Withdrawal & Change of Venue
7.1 We reserve the right to cancel, postpone or move the Awards Ceremony to another Venue or to change any other aspect of the Awards Ceremony at our discretion for any reason whatsoever. However, we will notify you promptly if the change relates to a change of Venue or material change in timing. For the avoidance of doubt, such a change shall not entitle you to terminate this Agreement.
7.2 We reserve the right to change the Awards Ceremony presenter or any other performers and do not guarantee the attendance of any particular guest.
7.3 Any discounts or offers advertised for a particular event may be time limited and/or subject to availability.
7.4 If you wish to withdraw your entry, you must email us at the address set out on the Awards Page. Where you withdraw your entry more than 14 days after booking, or on or after the closing date for entry (whichever is earlier) there will be no refund.
7.5 If you wish to cancel your attendance at the Awards Ceremony you must email us at the address set out on the Awards Page as soon as possible. If you cancel 60 or more days before the Awards Ceremony, we will refund your Attendance Fee in full, though we reserve the right to retain an administration fee. Where you cancel less than 60 days before the Awards Ceremony, there will be no refund.
7.6 If you cancel a booking or withdraw your Entry and there are outstanding payments you may be liable for payment of the full Attendance Fee.
7.7 If you (or if any of the Attendees you booked) cannot attend the Awards Ceremony we may allow a substitute Attendee at our discretion, and provided the request is made no later than 24 hours prior to the Awards Ceremony. Any such request must be made by email to the address set out on the Awards website and should include the name of the Attendee who will not be attending and the full name of the substitute and contact details. If the substitute delegate has differing requirements (e.g. dietary) from the original, we may not be able to accommodate these if the request is received later than this. We may reject any unsuitable delegate at our absolute discretion.
7.8 You agree that, notwithstanding clause 7.4, we will have no liability under this Agreement, in any way whatsoever and howsoever (whether in contract, tort, or otherwise) arising out of or in connection with respect of any cancellation or postponement of the Awards Ceremony or the moving of the Awards Ceremony to a new Venue, including but not limited to travel and accommodation costs.
8. Fees & Payment
8.1 We shall raise an invoice for the Fee and payment is due on the date of that invoice. Payment of the invoice must be made before the Awards Ceremony, otherwise we reserve the right to refuse entry (which shall not relieve you of the debt).
8.2 Payment of any bank transfer charges are your responsibility.
8.3 All sums payable by you under this Agreement are subject to any applicable tax, levy, including value added or sales tax.
8.4 All sums due under this Agreement shall be paid in full without any set-off, counterclaim or deduction (other than any deduction or withholding of tax as required by law).
If you fail to make payment of any sums due (“Debt”):
8.4.1 we reserve the right to cancel your Entry, and/or the registration of Attendees prior to the Awards Ceremony. If we do not exercise our rights of cancellation prior to the Awards Ceremony, Attendees whose Attendance Fee has not been paid by the date upon which the Awards Ceremony takes place may be required to pay on-site in order to gain entry;
8.4.2 irrespective of clause 12.2, we shall be entitled to initiate proceedings against you without any notice in order to recover the Debt; and
8.4.3 you shall be liable to be pay an administration fee and interest (accruing on a daily basis) on the amount unpaid, in each case, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (whether or not applicable to this Agreement) from the due date of payment, both after as well as before any judgment or order.
8.5 Any and/or all costs and expenses incurred by us (including legal costs and expenses) in recovering sums due under an unpaid invoice shall be recoverable from you.
8.6 If you breach this clause 8, we may terminate this Agreement immediately by giving you written notice.
9. Term & Terminations
9.1 This Agreement shall commence on the Start Date and shall continue, unless the Awards Ceremony or your attendance at such, is cancelled in accordance with clause 7, until the date upon which the Awards Ceremony ends (“Term”) when it shall terminate automatically without notice.
9.2 We may terminate this Agreement at any time by giving you 15 days’ written notice.
9.3 We shall be entitled to terminate this Agreement immediately by written notice whenever you breach any provision hereof which expressly entitles us to terminate the Agreement.
10. Expiry & Termination Consequences
10.1 Expiry or termination shall not prejudice any other rights or remedies you or us may be entitled to, nor will it affect the accrued rights and liabilities of either of us, nor the coming into or continuance in force, of any provision of this Agreement which is intended (explicitly or implicitly) to come into or continue in force, on or after such expiry or termination.
10.2 Upon expiry or termination of this Agreement:
10.2.1 you shall pay any Fees that have been invoiced up to (and including) the expiry or termination date but not paid for; and
10.2.2 each party shall promptly return to the other any property of the other within its possession or control.
11.1 Neither you nor us shall exclude or limit our liability for (a) death or personal injury caused by negligence, (b) fraud and/or fraudulent misrepresentation.
11.2 You shall not exclude or limit your liability under any indemnities given by you under this Agreement.
11.3 You shall fully and effectively indemnify and hold harmless us and any Group Company against all losses, actions, costs (including legal fees and disbursements on a solicitor/client basis), claims, demands, fines, damages and liabilities, of whatever nature, incurred or suffered by or made against us, whether or not foreseeable, arising directly or indirectly, wholly or in part, out of or in connection with:
11.3.1 any breach of this Agreement by you; and
11.3.2 any acts or omissions of yourself, your employees, agents, contractors, visitors, Attendees and/or guests at the Venue arising out of or in connection with the Awards Ceremony and/or the Venue.
11.4 We shall not (whether in contract, tort, negligence, statutory duty or otherwise) be liable to you under this Agreement for consequential, indirect or special damages (including indirect loss of profit and indirect loss of revenue).
11.5 Subject to the clauses above, our maximum aggregate liability to you under this Agreement (whether arising in contract, tort, negligence, statutory duty or otherwise) shall not exceed the Fees you paid to us.
12.1 Notices. All notices (including any invoices) under this Agreement shall be in writing and shall be sent to the address specified by the recipient. Any notice may be delivered by email, by a reputable courier service, or by post. The notice shall be deemed to have been given if sent by email within 12 hours of delivery to the sender’s ISP provided within that time no notice of delivery failure has been received, if sent by courier on delivery and if sent by post 2 Business Days after the notice was posted.
12.2 Disputes. If any dispute arises between us out of or in connection with this Agreement, our respective representatives shall meet within 5 Business Days of receipt of a written notice of such dispute, in an effort to resolve the dispute. If the dispute is not resolved within 5 Business Days of that meeting, the dispute shall be referred to our respective senior management (or their nominees) who shall meet within 5 Business Days of the referral to attempt to resolve the dispute. If, despite following the process set out above, the dispute is not resolved, either of us may refer the matter to the courts. This clause shall not restrict either you or us from initiating any proceedings in respect of a matter where either party has reasonable cause to do so to avoid damage to its business or to protect or preserve any right of action it may have, or from applying for or obtaining emergency or interlocutory relief.
12.3 Force Majeure. We shall not be liable to you for any delay or failure to perform hereunder due to a natural disaster, actions or decrees of governmental bodies, any curtailment to or cancellation of public transport, strikes or walkouts, epidemics, acts or threats of terrorism or civil unrest, or communications line failure which (a) hinders, delays or prevents us in performing any of our obligations, (b) is beyond our control of without our fault or negligence, and (c) by the exercise of reasonable diligence we are unable to prevent or provide against (“Force Majeure Event”). In such circumstances, we shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 60 or more calendar days, we may terminate this Agreement by giving you 5 Business Days written notice. In such circumstances we reserve the right not to refund your registration fees and advise that insurance should be taken by you to cover such eventualities. A Force Majeure Event shall not entitle you to delay payment of any sums under this Agreement. You are responsible for making your own way to the venue for the event, and you shall remain liable for all payments under this agreement irrespective of any failure of transport or other reason why you are unable to attend the ceremony.
12.4 Publicity. We expressly agree that we and/or our Group Companies shall be entitled to refer to you as an Attendee of our Awards Ceremony in sales and marketing literature (including websites) and reproduce your logo and/or trademark for that sole purpose.
12.5 Video footage & Photography: During the Awards Ceremony, we may shoot video footage and take photographs of the Awards Ceremony which may include video footage and photographs of you and/or your booked Attendees. We will make use of such footage and photographs in accordance with our Privacy Notice.
12.6 Third party Rights. Unless expressly stated, no provision of this Agreement is enforceable by, or intended to benefit, any person who is not a party to this Agreement.
12.7 Assignment and subcontracting. This Agreement is personal to you. You shall not assign, delegate, sub-contract, transfer, charge or otherwise dispose of all or any of your rights and responsibilities under this Agreement without our prior written consent. Such consent shall not relieve you from any liability or obligation under this Agreement and you shall be responsible for the acts, omissions, defaults and/or negligence of your sub-contractors as fully as if they were your own. We may assign, delegate, sub-contract, transfer, charge or otherwise dispose of all or any of our rights and responsibilities under this Agreement at any time without your prior written consent.
12.8 Amendments and changes. No purported alteration or variation of this Agreement shall be effective unless it is in writing, refers specifically to this Agreement and is signed by an authorised representative of each of the parties to this Agreement.
12.9 Severability. If any provision of this Agreement is held by a court to be unenforceable, then that provision shall be deemed to be amended to the extent necessary, and in a manner consistent with the intentions of the parties, to make it and the Agreement fully enforceable. The unenforceability of any provision of this Agreement shall not affect the remaining provisions.
12.10 No Waiver. A delay in exercising, or failure to exercise, any right or remedy in connection with this Agreement shall not operate as a waiver of that right or remedy. The waiver of a right to require compliance with any provision of this Agreement in any instance shall not operate as a waiver of any further exercise or enforcement of that right. The waiver of any breach shall not operate as a waiver of any subsequent breach. No waiver in connection with this Agreement shall, in any event, be effective unless it is in writing and refers expressly to this clause.
12.11 Further assurance. Each party shall do and execute, or arrange for the doing and executing of, any act and/or document reasonably requested of it by any other party to implement and give full effect to the terms of this Agreement.
12.12 Remedies cumulative. The remedies under this Agreement are cumulative and no remedy is exclusive of any other remedy except as expressly stated.
12.13 Counterparts. This Agreement may be entered into in any number of counterparts and by the parties on separate counterparts, all of which taken together shall constitute one and the same instrument.
12.14 Status of parties. Nothing in this Agreement shall create, or be deemed to create, a partnership or joint venture or relationship of employer and employee or principal and agent between the parties.
12.15 Entire Agreement. This Agreement sets out the entire understanding of the parties in relation to its subject matter and supersedes any prior understanding or agreement between the parties whether oral or written. Nothing in this Agreement shall, however, limit or exclude any liability for fraud or fraudulent misrepresentation.
12.16 Governing Law and Jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it whether in contract, tort (including negligence), breach of statutory duty or otherwise shall be governed by, and construed in accordance with, the laws of England, and shall be subject to the exclusive jurisdiction of the English Courts, to which the parties irrevocably submit.
13.1 In this Agreement the following terms have the following meanings:
13.2 Clause headings and sub-headings are not be used in its interpretation.
13.4 References to this Agreement or any other document are to this Agreement or that document as in force for the time being and as amended, supplemented, varied, modified, renewed or replaced or extended.
13.5 A reference to a statute or statutory provision shall unless otherwise stated be construed as including a reference to any subordinate legislation (as defined by section 21(1) Interpretation Act 1978) made from time to time under the statute or statutory provision whether before, on or after the Start Date.