DELEGATE TERMS AND CONDITIONS
The following definitions and rules of interpretation apply in these Conditions.
Affected Party: has the meaning set out in clause 14.1.
Commencement Date: has the meaning set out in clause 2.5.
Common Parts: such roads, paths, entrance halls, corridors, lifts, staircases, landing and other means of access in or upon the Venue, the use of which is necessary for obtaining access to and egress from the Event Area as designated from time to time by the Organiser.
Conditions: these terms and conditions, as amended from time to time in accordance with clause 14.
Contract: the contract between the Organiser and the Delegate for the granting of the Delegate Rights in accordance with these Conditions and the relevant Delegate Form.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679), the Data Protection Act 2018 or any successor legislation and any other directly applicable European Union regulation relating to data protection and privacy.
Delegate: the person or entity to whom the Organiser is granting the Delegate Rights in relation to an Event, as specified in the Delegate Form.
Delegate Form: the form signed by the Organiser and the Delegate setting out the terms which have been agreed between the parties in relation to an Event and which form part of the Contract between the parties together with these Conditions.
Delegate Marks: the trade marks of the Delegate together with any accompanying artwork, design, slogan, text and other collateral marketing signs of the Delegate to be displayed by the Organiser on the Website.
Delegate Representative: the individual who will be attending the Event on behalf of the Delegate, and “Delegate Representatives” will be interpreted accordingly.
Delegate Rights: those rights granted to the Delegate by the Organiser and as set out in Schedule 1.
Designated Hours: for each day of the Event, the hours during which the Delegate may exercise the Delegate Rights, as specified in the Delegate Form.
Event: the event or series of events as specified in the Delegate Form, which is to take place between the Event Start Date and the Event End Date at the Venue.
Event Area: those parts of the Venue to be used for the staging of the Event as notified to the Delegate by the Organiser from time to time.
Event End Date: the date on which the Event is to end, as specified in the Delegate Form.
Event Start Date: the date on which the Event is to begin, as specified in the Delegate Form.
Force Majeure Event: means any circumstance not within a party's reasonable control including, without limitation:
(a) acts of God, flood, drought, earthquake or other natural disaster;
(b) epidemic or pandemic;
(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
(d) nuclear, chemical or biological contamination or sonic boom;
(e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a Necessary Consent;
(f) collapse of buildings, fire, explosion or accident;
(g) any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on clause 14, or companies in the same group as that party);
(h) non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on clause 14); and
(i) interruption or failure of utility service.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Necessary Consents: all planning permissions and all other consents, licences, permissions, certificates, authorisations and approvals whether of a public or private nature which shall be required by any competent authority for the Event to be staged at the Venue.
Order: the order made by the Delegate in order to apply to be granted the Delegate Rights for an Event.
Organiser: Marketkey Limited incorporated and registered in England and Wales with company number 05900426 whose registered office is at Maya House, 134-138 Borough High Street, London SE1 1LB.
Registration Fee: the sum(s) set out in the Delegate Form and payable in accordance with clause 5.1.1.
Service Media: all media for the supply or removal of heat, electricity, gas, water, sewage, air-conditioning, energy, telecommunications, data and all other services and utilities and all structures, machinery and equipment ancillary to those media.
Venue: means the premises where the Event is to take place, as specified on the Website.
VAT: value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement tax and any similar additional tax.
Website: the Organiser’s website, https://www.pi.tv.
1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of these Conditions.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 The Schedule forms part of these Conditions and shall have effect as if set out in full in the body of these Conditions. Any reference to these Conditions includes the Schedule.
1.5 Unless the context otherwise requires: (a) words in the singular shall include the plural and in the plural shall include the singular; and (b) a reference to one gender shall include a reference to the other genders.
1.6 A reference to laws in general is a reference to all local, national and directly applicable supra-national laws as amended, extended or re-enacted from time to time and shall include all subordinate laws made from time to time under them and all orders, notices, codes of practice and guidance made under them.
1.7 Unless otherwise specified, a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision and all orders, notices, codes of practice and guidance made under it.
1.8 A reference to writing or written excludes fax and e-mail.
1.9 Any obligation on a party not to do something includes an obligation not to allow that thing to be done and an obligation to use best endeavours to prevent that thing being done by another person.
1.10 References to clauses and the Schedule are to the clauses and Schedule of these Conditions and references to paragraphs are to paragraphs of the Schedule.
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 A working day is any day which is not a Saturday, a Sunday, a bank holiday or a public holiday in England.
2. BASIS OF CONTRACT
2.1 The Delegate shall follow the online process on the Website in order to complete and submit an Order to the Organiser via the Website.
2.2 Each submitted Order is a request by the Delegate for the Organiser to grant the Delegate Rights specified in the Order subject to these Conditions.
2.3 The Organiser gives no warranties that any meeting choices or other preferences in relation to the Event requested as part of the Delegate’s Order will be able to be met.
2.4 The Delegate is responsible for ensuring that the information contained within its Order is complete and accurate and the parties acknowledge and agree that the Organiser accepts no liability for the same.
2.5 The Order shall only be deemed to be accepted when the Organiser issues the Delegate Form to the Delegate, at which point and on which date the Contract shall come into existence (Commencement Date).
2.6 These Conditions apply to the Contract to the exclusion of any other terms that the Delegate seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. LICENCE TO OCCUPY
3.1 Subject to clause 5 and clause 9, the Organiser permits the Delegate to occupy the Event Area for the purpose of exercising the Delegate Rights during the Designated Hours in common with the Organiser and all others authorised by the Organiser (so far as is not inconsistent with the Delegate Rights granted to the Delegate under these Conditions.
3.2 The Delegate acknowledges that:
3.2.1 the Delegate shall occupy the Event Area as a licensee and that no relationship of landlord and tenant is created between the Organiser and the Delegate by these Conditions;
3.2.2 the Organiser retains control, possession and management of the Event Area and the Venue and the Delegate has no right to exclude the Organiser from the Event Area or the Venue; and
3.2.3 subject to clause 16, the Delegate Rights granted by these Conditions are personal to the Delegate and are not assignable and the Delegate Rights granted in clause 3 may only be exercised by the Delegate.
4.1 The Contract shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with clause 10, until the expiry of the Event End Date (when it shall terminate automatically without notice).
5. DELEGATE'S OBLIGATIONS
5.1 The Delegate agrees and undertakes:
5.1.1 to pay to the Organiser the Registration Fee (together with such VAT as may be chargeable on the Registration Fee) without any deduction in advance:
(a) no later than the last working day preceding the Event Start Date; or
(b) within thirty (30) days of the date of the invoice;
whichever is sooner;
5.1.2 to provide to the Organiser, within fourteen (14) days of the Commencement Date:
(a) the Delegate Marks; and
(b) all information reasonably required by the Organiser relating to the Delegate Representatives, including but not limited to the name, job title and a brief professional biography of each Delegate Representative;
5.1.3 to keep the Event Area and the Venue clean, tidy and clear of rubbish;
5.1.4 not to use the Event Area other than for the purpose of exercising the Delegate Rights;
5.1.5 not to make any alteration or addition whatsoever to the Event Area;
5.1.6 not to display any advertisement, signboards, nameplate, inscription, flag, banner, placard, poster, signs or notices at the Event Area or elsewhere in the Venue without the prior written consent of the Organiser such consent not to be unreasonably withheld or delayed;
5.1.7 not to do or permit to be done at the Venue anything which is illegal or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Organiser or to tenants or occupiers of the Venue or any owner or occupier of neighbouring property;
5.1.8 not to cause or permit to be caused any damage to:
(a) the Event Area, Venue or any neighbouring property; or
(b) any property of the owners or occupiers of the Event Area, Venue or any neighbouring property;
5.1.9 not to obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them;
5.1.10 not to do anything that will or might constitute a breach of any Necessary Consents affecting the Event Area and/or the Venue or which will or might vitiate in whole or in part any insurance effected by the Organiser in respect of the Event Area and/or the Venue from time to time;
5.1.11 to comply with all laws and with any recommendations of the relevant suppliers relating to the supply and removal of electricity, gas, water, sewage, telecommunications and data and other services and utilities to or from the Event Area;
5.1.12 to observe any reasonable rules and regulations the Organiser makes and notifies to the Delegate from time to time governing the Organiser's use of the Event Area and the Common Parts;
5.1.13 to leave the Event Area and the Venue in a clean and tidy condition and to remove the Delegate's furniture equipment and goods from the Event Area at the end of the Event End Date;
5.1.14 to indemnify the Organiser and keep the Organiser indemnified against all losses, claims, demands, actions, proceedings, damages, costs, expenses or other liability in any way arising from:
(a) these Conditions;
(b) any breach of the Delegate's undertakings contained in clause 5; and/or
(c) the exercise of any Delegate Rights.
5.2 The Delegate grants to the Organiser a worldwide, sub-licensable, non-exclusive, royalty free licence to use the Delegate Marks during the term of the Contract to promote and exploit the Event in any media whether now known or yet to be invented including by use on the Website.
6. DELEGATE EXPENSES
6.1 The Delegate acknowledges and agrees that the Registration Fee excludes the cost of accommodation, subsistence, travelling, parking and use of facilities at the Venue, which shall be borne by the Delegate.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 All Intellectual Property Rights in and to any materials produced for the Event by or on behalf of the Organiser shall be the sole and exclusive property of the Organiser and if the Delegate acquires, by operation of law, title to any such Intellectual Property Rights it shall assign them to the Organiser on request, whenever that request is made.
7.2 The Delegate shall not copy, modify, adapt or otherwise use any Intellectual Property Rights in and to any materials produced for the Event by or on behalf of the Organiser for any purpose without the Organiser’s (or the relevant third parties’) express prior written consent.
8. EVENT CANCELLATION / CHANGE IN VENUE
8.1 The Organiser reserves the right, without incurring any liability to the Delegate, to change the Event Start Date, Event End Date, the location of the Event Area and/or the Venue for any reason (including, without limitation, by reason of a Force Majeure Event) on reasonable notice to the Delegate, except in the case of emergency.
8.2 The Organiser reserves the right to cancel the Event for any reason (including, without limitation, by reason of a Force Majeure Event). The Organiser shall notify the Delegate of the cancellation as soon as possible. The parties agree that:
8.2.1 the Organiser shall not be in breach of these Conditions by virtue of that cancellation or abandonment;
8.2.2 on the Organiser notifying the Delegate of such cancellation the Contract shall automatically terminate and the provisions of clause 11 shall apply, save that where the Event is cancelled for any reason other than a Force Majeure Event, the Organiser will refund to the Delegate any part of the Registration Fee already paid by the Delegate.
9. DATA PROTECTION
10.1 Without affecting any other right or remedy available to it, the Organiser may terminate the Contract with immediate effect by giving written notice to the Delegate:
10.1.1 at its convenience, in which case the Organiser shall refund to the Delegate any part of the Registration Fee already paid by the Delegate;
10.1.2 if the Delegate fails to pay any amount due under the Contract on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment;
10.1.3 if the Delegate 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 fourteen (14) days after being notified in writing to do so; or
10.1.4 if the Delegate repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract.
10.2 Termination of the Contract shall not affect the rights of either party in connection with any breach of any obligation under these Conditions which existed at or before the date of termination.
11. CONSEQUENCES OF TERMINATION
11.1 On termination or expiry of the Contract:
11.1.1 the Delegate Rights granted by the Organiser to the Delegate under the Contract shall immediately terminate and revert to the Organiser;
11.1.2 following termination of the Delegate Rights and their reversion to the Organiser the Delegate shall not exercise the Delegate Rights or use or exploit (directly or indirectly) its previous connection with the Organiser or the Event.
12. NO WARRANTIES FOR USE OR CONDITION
12.1 The Organiser gives no warranty that the Event Area is physically fit for the purposes specified in clause 3.1.
12.2 The Delegate acknowledges that it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that may have been made by or on behalf of the Organiser before the Commencement Date as to any of the matters mentioned in clause 12.1.
12.3 Nothing in this clause shall limit or exclude any liability for fraud.
13. LIMITATION OF ORGANISER'S LIABILITY
13.1 Subject to clause 13.2, the Organiser is not liable for:
13.1.1 the death of, or injury to the Delegate, its employees, customers or invitees to the Venue; or
13.1.2 damage to any property of the Delegate or that of the Delegate's employees, customers or other invitees to the Venue; or
13.1.3 any losses, claims, demands, actions, proceedings, damages, costs or expenses or other liability incurred by the Delegate or the Delegate's employees, customers or other invitees to the Venue in the exercise or purported exercise of the Delegate Rights granted by clause 3.1.
13.2 Nothing in clause 13.1 shall limit or exclude the Organiser's liability for:
13.2.1 death or personal injury or damage to property caused by negligence on the part of the Organiser or its employees or agents; or
13.2.2 any matter in respect of which it would be unlawful for the Organiser to exclude or restrict liability.
14. FORCE MAJEURE
14.1 Provided it has complied with clause 14.2 and subject to clause 8, if a party is prevented, hindered or delayed in or from performing any of its obligations under the Contract by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
14.2 The Affected Party shall:
14.2.1 as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Contract; and
14.2.2 use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
14.3 If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than four (4) weeks, the Organiser may terminate the Contract by giving one (1) week’s written notice to the Delegate.
15.1 No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.1 If a Delegate Representative is unable to attend the Event the Delegate will notify the Organiser in writing as soon as possible, and will use all reasonable endeavours to arrange for another Delegate Representative to attend the Event in the former Delegate Representative’s place.
16.2 Where the Delegate notifies the Organiser that a Delegate Representative is unable to attend an Event in accordance with clause 16.1 and confirms that it will not or has been unable to arrange for another Delegate Representative to attend the Event in the former Delegate Representative’s place:
16.2.1 the Organiser shall be entitled to retain the Registration Fee paid by the Delegate for that Delegate Representative;
16.2.2 provided that if the Delegate notifies the Organiser in accordance with clause 16.1 more than fourteen (14) days prior to the Event Start Date, the Delegate may elect to attend another future event organised by the Organiser.
17.1 Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be:
17.1.1 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
17.1.2 sent by email to email@example.com in respect of the Organiser and the address specified in the Delegate Form in respect of the Delegate.
17.2 Any notice or communication shall be deemed to have been received:
17.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
17.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting or at the time recorded by the delivery service.
17.2.3 if sent by email, at 9.00 am on the next working day after transmission.
17.3 This clause 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.
18. THIRD PARTY RIGHTS
A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
19. GOVERNING LAW
The Contract 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 the law of England and Wales.
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 the Contract or its subject matter or formation (including non-contractual disputes or claims).
SCHEDULE 1 DELEGATE RIGHTS
1. The right for the Delegate to use during the Designated Hours:
1.1 Such parts of the Common Parts for the purpose of access to and egress from the Event Area as shall from time to time be designated by the Organiser for such purpose.
1.2 The Service Media serving the Venue.
2. The right for the Delegate to attend:
2.1 seminars, workshops and conference sessions pre-arranged by the Organiser at the Event;
2.2 all Event networking lunches and dinners (if applicable); and
2.3 organised drinks receptions at the Event.