Last modified: May 05, 2022
1 INTRODUCTION
1.1 The ‘WeConvene.At’ event management and networking platform is an online software subscription service provided by Learning Modules Limited, a private limited company incorporated and registered in England and Wales with company number 07210731 whose registered address is at Pentagon House, 52-54 Southwark Street, London, England, SE1 1UN (LM).
1.2 In order to create an account to use the Services for organising and hosting Events (an Event Organiser Account), you must: (i) create a Personal User Account; (ii) complete the Upgrade Form for and on behalf of the event organiser that you are authorised to represent and enter into this Agreement (Organiser); (iii) select the required Subscription Plan; (iv) carefully read these terms and conditions (Conditions); (v) tick the box next to the declaration which reads “I agree to the event organiser terms of service”; and (vi) click the “submit” button to send the completed Upgrade Form to LM. Your Personal User Account will be upgraded to an Event Organiser Account on the date that you submit the completed Upgrade Form.
1.3 These Conditions are the basis of the legally binding contract entered into between LM and the Organiser (each a party and together the parties) on the Commencement Date (the Agreement).
2 DEFINITIONS
2.1 The following definitions apply in these Conditions:
Admin Contact: the individual that completes the Upgrade Form on behalf of the Organiser (or any successor to such person)_and whom is authorised to: (i) be the Organiser’s contact person for this Agreement; and (ii) invite Authorised Users to access and use the Services and/or Documentation.
Applicable Laws: (i) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom; and (ii) to the extent EU GDPR applies, the law of the European Union or any member state of the European Union to which LM is subject.
Applicable Data Protection Laws: (i) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; and (ii) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which LM is subject, which relates to the protection of personal data.
Authorised Users: those employees, agents and independent contractors of the Organiser who are authorised to use the Services and the Documentation, as further described in clause 3.2(d).
Bolt-on: additional Data Allowance, Event Capacity or User Subscriptions in excess of the quantities stated in the selected Subscription Plan.
Bolt-on Fees: the fees payable by the Organiser to LM in respect of a particular Bolt-on.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Commencement Date: the date on which the Organiser submits the completed Upgrade Form to LM.
Commission Fees: the commission fees payable by the Organiser to LM (i) at the rate of [x]% of each Ticket Sale; and/or (ii) at the rate of [x]% of the Resource Hub Licence Fees received from each Member every [month].
Confidential Information: (i) any information that would be regarded as confidential by a reasonable business person relating to the business, assets, customers, suppliers, plans or market opportunities of the disclosing party or the operations, know-how or software of the disclosing party; (ii) any information developed by the parties in the course of carrying out this Agreement; and (iii) the parties agree that: (a) details of the Services, and the results of any performance tests of the Services, shall constitute LM Confidential Information; and (b) Organiser Data shall constitute Organiser Confidential Information.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Applicable Data Protection Laws.
Data Allowance: the quantity of storage data available for the Organiser to host content within its Resource Hub.
Documentation: the description of the Services and the user instructions for the Services made available to the Organiser via the Website.
Event: any virtual, hybrid or in-person training session, networking forum, corporate event, presentation, conference, exhibition or any other event organised and hosted by the Organiser using the Services.
Event Capacity: the quantity of places available for Members to attend each Event.
EU GDPR: the General Data Protection Regulation ((EU) 2016/679).
Free Trial: a licence for the Organiser to test a particular Subscription Plan on a free to use basis for the Free Trial Period.
Free Trial Period: the duration of the Free Trial as stated in the Subscription Plan.
Initial Subscription Term: the initial duration of the User Subscription detailed in the Subscription Plan.
Intellectual Property Rights:patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) 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.
Member: a person (whether an individual or a corporate entity) that has (i) acquired without cost or purchased a Ticket to attend an Event; and/or (ii) purchased a Resource Hub Licence.
Organiser Data: the data inputted by the Organiser, Authorised Users or LM on the Organiser's behalf for the purpose of using the Services or facilitating the Organiser's use of the Services.
Organiser Personal Data: any personal data which LM processes in connection with this Agreement, in the capacity of a processor on behalf of the Organiser.
Organiser Policies: has the meaning given in clause 9.1.
Personal User Account: an account which permits an individual to access the Services and Documentation for personal use.
Renewal Period: the period stated in the Subscription Plan.
Resource Hub: videos, slide show presentations, reports and other documents or materials that the Organiser may make available to certain Members via the Services.
Resource Hub Licence: a subscription licence granted by the Organiser to a Member for access to the Resource Hub.
Resource Hub Licence Fee: the subscription fee payable by the Member in respect of a Resource Hub Licence.
Services: the provision of: (i) access to the Software on a subscription basis as described in the Documentation; (ii) the Technical Support; and (iii) the payment intermediary services described at clause 8.3(d).
Software: the event management and networking platform provided by LM as part of the Services via the Website.
Subscription Fees: the subscription fees payable by the Organiser to LM for the Subscription Plan selected by the Organiser when completing the Upgrade Form.
Subscription Plan: a bundle of Data Allowance, Event Capacity and User Subscriptions.
Subscription Term: has the meaning given in clause 15.1.
Technical Support: the standard customer support services that LM may provide in respect of the Software in accordance with the Technical Support Policy.
Ticket: a general admission ticket for a Member to attend an Event.
Ticket Price: the purchase price of a Ticket to be paid by a Member.
Ticket Sale: the sale of a Ticket by the Organiser at the Ticket Price.
Ticket Sale Revenue: the revenue generated from Ticket Sales.
Transaction Fees: the charges payable by LM to its nominated third party payment processing services provider for the transfer of Ticket Sales Revenue and Resource Hub Licence Fees from LM to the Organiser.
Upgrade Form: the online registration form that the Organiser completes via the Website to upgrade a Personal User Account to an Event Organiser Account.
User Subscriptions: the user subscriptions purchased by the Organiser pursuant to clause 10.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this Agreement.
UK GDPR: has the meaning given to it in the Data Protection Act 2018.
Virus: any thing or device (including any software, code, file or program) which may: (i) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; (ii) prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or (iii) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Website: [insert URL] or such other website as may be notified by LM from time to time.
3 SUBSCRIPTION PLANS
3.1 Subject to the Organiser purchasing a Subscription Plan or a Bolt-on in accordance with clause 4.1 and clause 10.1, the restrictions set out in this clause 3 and the other Conditions, LM hereby grants to the Organiser a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Organiser's internal business operations.
3.2 In relation to the Authorised Users, the Organiser undertakes that:
(a) the maximum number of Authorised Users that it or the Admin Contact authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions detailed in the Subscription Plan (or the Bolt-on where applicable);
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
(c) it shall ensure that up to date contact information for the Admin Contact is maintained on the Event Organiser Account;
(d) each Authorised User shall not permit any unauthorised person or third party to access the Services and Documentation using such Authorised User’s login details or any secure pin number issued by LM;
(e) it shall maintain a written, up to date list of current Authorised Users and provide such list to LM within 5 Business Days of LM’s written request at any time or times;
(f) it shall permit LM or LM’s designated auditor to audit the Services in order to establish the name of each Authorised User and the Organiser's data processing facilities to audit compliance with this Agreement. Each such audit may be conducted no more than once per quarter, at LM’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Organiser's normal conduct of business;
(g) if any of the audits referred to in clause 3.2(f) reveal that the Event Organiser Account has been accessed by any individual who is not an Authorised User, then without prejudice to LM’s other rights, the Organiser shall not issue any new pin numbers for access to the Services and Documentation to any such individual; and
(h) if any of the audits referred to in clause 3.2(f) reveal that the Organiser has underpaid Subscription Fees to LM, then without prejudice to LM’s other rights, the Organiser shall pay to LM an amount equal to such underpayment as calculated in accordance with the prices set out in the Subscription Plan within 7 days of the date of the relevant audit.
3.3 In relation to the Event Capacity, the Organiser undertakes that the maximum number of Members that it or the Admin Contact authorises to attend an Event shall not exceed the Event Capacity specified in the Subscription Plan (or the Bolt-on where applicable).
3.4 The Organiser shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;
and LM reserves the right, without liability or prejudice to its other rights to the Organiser, to disable the Organiser's access to any material that breaches the provisions of this clause.
3.5 The Organiser shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software.
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties (other than access to an Event or the Resource Hub); or
(d) subject to clause 21.1, license, sell, transfer, assign, distribute, display, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 3; or
(f) introduce or permit the introduction of any Virus into LM’s network and information systems.
3.6 The Organiser shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and/or unauthorised attendance at an Event or access to the Resource Hub and, in the event of any such unauthorised access, use or attendance, promptly notify LM.
3.7 The rights provided under this clause 3 are granted to the Organiser only, and shall not be considered granted to any subsidiary or holding company of the Organiser.
4 BOLT-ONS
4.1 The Organiser may, from time to time during any Subscription Term, purchase a Bolt-on via the Website.
4.2 LM shall activate the Bolt-on within 5 Business Days of the date on which the Bolt-on Fees have been received.
5 SERVICES
5.1 LM shall, during the Subscription Term, provide the Services and make available the Documentation to the Organiser on and subject to the terms of this Agreement.
5.2 LM shall use reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
(a) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
(b) unscheduled maintenance performed outside Normal Business Hours, in such case LM shall use reasonable endeavours to give the Organiser 24 hours’ notice in advance.
5.3 LM will, as part of the Services and at no additional cost to the Organiser, provide the Organiser with the Technical Support during Normal Business Hours in accordance with the Technical Support Policy in effect at the time that the Services are provided. LM may amend the Technical Support Policy in its sole and absolute discretion from time to time.
6 DATA PROTECTION
6.1 Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This clause 6 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Applicable Data Protection Laws.
6.2 The parties acknowledge that LM shall process the Organiser Personal Data as a processor on behalf of the Organiser.
6.3 Without prejudice to the generality of clause 6.1, the Organiser will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Organiser Personal Data to LM for the duration and purposes of this Agreement.
6.4 In relation to the Organiser Personal Data Annex 1 sets out the scope, nature and purpose of processing by LM, the duration of the processing and the types of personal data and categories of data subject.
6.5 Without prejudice to the generality of clause 6.1, LM shall, in relation to Organiser Personal Data:
(a) process that Organiser Personal Data only on the documented written instructions of the Organiser, which shall be to process the Organiser Personal Data for the purposes set out in Annex 1 (the Purpose) unless LM is required by Applicable Laws to otherwise process that Organiser Personal Data. Where LM is relying on Applicable Laws as the basis for processing personal data, LM shall notify the Organiser of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit LM from so notifying the Organiser on important ground of public interest;
(b) implement technical and organisational measures to protect against unauthorised or unlawful processing of Organiser Personal Data and against accidental loss or destruction of, or damage to, Organiser Personal Data, having regard to the state of technological development and the cost of implementing any such measures;
(c) ensure that any personnel engaged and authorised by LM to process Organiser Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
(d) assist the Organiser insofar as this is possible (taking into account the nature of the processing and the information available to LM), and at the Organiser's cost and written request, in responding to any request from a data subject and in ensuring the Organiser's compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(e) notify the Organiser without undue delay on becoming aware of a personal data breach involving the Organiser Personal Data;
(f) at the written direction of the Organiser, delete or return personal data and copies thereof to the Organiser on termination of the Agreement unless LM is required by Applicable Law to continue to process that Organiser Personal Data. For the purposes of this clause 6.5(f) Organiser Personal Data shall be considered deleted where it is put beyond further use by LM; and;
(g) maintain records to demonstrate its compliance with this clause 6.
6.6 The Organiser hereby provides its prior, general authorisation for LM to:
(a) appoint processors to process the Organiser Personal Data, provided that LM:
(i) shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on LM in this clause 6;
(ii) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of LM; and
(iii) shall inform the Organiser of any intended changes concerning the addition or replacement of the processors, thereby giving the Organiser the opportunity to object to such changes provided that if the Organiser objects to the changes and cannot demonstrate, to LM’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Organiser shall indemnify LM for any losses, damages, costs (including legal fees) and expenses suffered by LM in accommodating the objection.
(b) transfer Organiser Personal Data outside of the UK as required for the Purpose, provided that LM shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Organiser shall promptly comply with any reasonable request of LM, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the UK Information Commissioner from time to time (where the UK GDPR applies to the transfer).
7 THIRD PARTY PROVIDERS
7.1 The Organiser acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk.
7.2 LM makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Organiser, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Organiser and the relevant third party, and not LM.
7.3 LM recommends that the Organiser refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. LM does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
8 LM’S OBLIGATIONS
8.1 LM undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
8.2 The undertaking at clause 8.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to LM’s instructions, or modification or alteration of the Services by any party other than LM or LM’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, LM will, at its expense, use reasonable endeavours to correct any such non-conformance promptly, or provide the Organiser with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Organiser's sole and exclusive remedy for any breach of the undertaking set out in clause 8.1.
8.3 LM:
(a) has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
(b) does not warrant that:
(i) the Organiser's use of the Services will be uninterrupted or error-free; or
(ii) the Services or Documentation will meet the Organiser's requirements; or
(iii) the Software or the Services will be free from Viruses.
(c) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Organiser acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
(d) shall procure the transfer of the Ticket Sale Revenue and Resource Hub Licence Fees to the Organiser via LM’s appointed third party payment processing service provider within 30 days of receipt of such funds in LM’s nominated bank account less the applicable Transaction Fees and Commission Fees;
8.4 This Agreement shall not prevent LM from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
9 ORGANISER’S OBLIGATIONS
9.1 The Organiser transacts directly with the Member in selling Tickets for any Events or when entering into a Resource Hub Licence. The Organiser shall display its own legal notices in respect of Tickets, Events and its Resource Hub including without limitation its privacy policy, terms of sale, subscription agreement and refunds policy (collectively Organiser Policies) on the relevant pages of the Website.
9.2 The Organiser shall respond to any refund requests in respect of Tickets and/or Resource Hub Licences within 7 days. If the Organiser cancels an Event or it does not take place, or if the Organiser chooses to remove the Resource Hub from the Website, the Organiser must issue refunds to all affected Members.
9.3 The Organiser shall be solely responsible for handling all questions and any complaints from Members in respect of an Event, Tickets or the Resource Hub and shall notify the Members of any changes to an Event, the Resource Hub or the Organiser Policies.
9.4 The Organiser shall:
(a) provide LM with:
(i) all necessary co-operation in relation to this Agreement; and
(ii) all necessary access to such information as may be required by LM;
in order to provide the Services;
(b) without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;
(c) carry out all other Organiser responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Organiser's provision of such assistance as agreed by the parties, LM may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the Conditions and shall be responsible for any Authorised User's breach of this Agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for LM, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
(f) obtain and shall maintain all necessary consents required for the Organiser to send its own or a third party’s direct electronic marketing communications to the Members via the Platform;
(g) ensure that its network and systems comply with the relevant specifications provided by LM from time to time; and
(h) be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to LM’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Organiser's network connections or telecommunications links or caused by the internet.
9.5 The Organiser shall own all right, title and interest in and to all of the Organiser Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Organiser Data.
10 PAYMENT TERMS
10.1 The Organiser shall:
(a) pay the Subscription Fees to LM using the bank account nominated by LM in writing from time to time for the Subscription Plan in accordance with this clause 10; and
(b) procure that Members pay the Ticket Price and the Resource Hub Licence Fees to LM using the bank account nominated by LM in writing from time to time for all Ticket Sales and purchases of Resource Hub Licences.
10.2 Where the Subscription Fees are stated in the Subscription Plan as being payable:
(a) on an annual basis, LM shall invoice the Organiser:
(i) on the Commencement Date for the Subscription Fees payable in respect of the first year of the Initial Subscription Term; and
(ii) subject to clause 15.1, at least 30 days prior to each anniversary of the Commencement Date for the Subscription Fees payable in respect of the next Renewal Period,
(b) on a monthly basis, LM shall invoice the Organiser:
(i) on the Commencement Date for the Subscription Fees payable in respect of the first month of the Initial Subscription Term; and
(ii) thereafter on the last Business Day of each month for the remainder of the Initial Subscription Term and during each Renewal Period.
10.3 The Organiser shall pay each invoice from LM in respect of Subscription Fees immediately on presentation and in any event within 7 days after the date of such invoice.
10.4 If LM has not received payment of the Subscription Fees within 7 days after the due date, and without prejudice to any other rights and remedies of LM:
(a) LM may, without liability to the Organiser, disable the Organiser's (and all Authorised Users’) access to all or part of the Services and LM shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
10.5 The Commission Fees shall be deducted from the Ticket Sales Revenue and the Resource Hub Licence Fees in accordance with clause 8.3(d) of this Agreement.
10.6 All Commission Fees and Subscription Fees (including Bolt-on Fees) stated or referred to in this Agreement:
(a) shall be payable in pounds sterling;
(b) are, subject to clause 14.3(b), non-cancellable and non-refundable;
(c) are exclusive of value added tax, which shall be added to LM’s invoice(s) at the appropriate rate.
10.7 LM shall be entitled to increase the rate for the calculation of Commission Fees and the Subscription Fees, at the start of each Renewal Period upon 30 days’ prior notice to the Organiser and the Bolt-on Fees shall reflect such increased prices.
11 PROPRIETARY RIGHTS
11.1 The Organiser acknowledges and agrees that LM and/or its licensors own all Intellectual Property Rights in the Services and the Documentation. Except as expressly stated herein, this Agreement does not grant the Organiser any rights to, under or in, any Intellectual Property Rights, or any other rights or licences in respect of the Services or the Documentation.
11.2 LM confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, these Conditions.
12 CONFIDENTIALITY
12.1 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;
(b) was in the other party's lawful possession before the disclosure;
(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.
12.2 Subject to clause 12.4, each party shall hold the other's Confidential Information in confidence and 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.
12.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
12.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 12.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
12.5 Neither party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other party (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.
12.6 The above provisions of this clause 12 shall survive termination or expiry of this Agreement, however arising.
13 INDEMNITY
13.1 LM shall defend the Organiser, its officers, directors and employees against any claim that the Organiser's use of the Services or Documentation in accordance with this Agreement infringes any Intellectual Property Rights of a third party, and shall indemnify the Organiser for any amounts awarded against the Organiser in judgment or settlement of such claims, provided that:
(a) LM is given prompt notice of any such claim;
(b) the Organiser provides reasonable co-operation to LM in the defence; and
(c) LM is given sole authority to defend or settle the claim.
13.2 In the defence or settlement of any claim, LM may procure the right for the Organiser to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 Business Days' notice to the Organiser without any additional liability or obligation to pay liquidated damages or other additional costs to the Organiser.
13.3 In no event shall LM, its employees, agents and sub-contractors be liable to the Organiser to the extent that the alleged infringement is based on:
(a) a modification of the Services or Documentation by anyone other than LM; or
(b) the Organiser's use of the Services or Documentation in a manner contrary to the instructions given to the Organiser by LM; or
(c) the Organiser's use of the Services or Documentation after notice of the alleged or actual infringement from LM or any appropriate authority.
13.4 The foregoing and clause 14.3(b) state the Organiser's sole and exclusive rights and remedies, and LM’s (including LM’s employees', agents' and sub-contractors') entire obligations and liability, for liability arising from any infringement of Intellectual Property Rights.
13.5 The Organiser shall at all times be fully responsible and liable for the actions or omissions of the Authorised Users including all content and any Viruses that are uploaded to the Services.
13.6 The Organiser shall indemnify and hold LM harmless against any and all third party claims arising out of or in connection with the breach by the Organiser of any of its obligations under this Agreement including for the avoidance of doubt any losses arising out of or in connection with claims for the payment of refunds in respect of Ticket Sales and/or Resource Hub Licences purchased by or on behalf of a Member.
14 LIMITATION OF LIABILITY
14.1 Except as expressly and specifically provided in this Agreement:
(a) the Organiser assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Organiser, and for conclusions drawn from such use. LM shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to LM by the Organiser in connection with the Services, or any actions taken by LM at the Organiser's direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
(c) the Services and the Documentation are provided to the Organiser on an "as is" basis.
14.2 Nothing in this Agreement excludes the liability of LM:
(a) for death or personal injury caused by LM’s negligence; or
(b) for fraud or fraudulent misrepresentation.
14.3 Subject to clause 14.1 and clause 14.2:
(a) LM shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, wasted expenditure, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
(b) LM’s 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 combined total of the Subscription Fees (including any Bolt-on Fees) and Commission Fees received by LM during the 12 months immediately preceding the date on which the claim arose.
14.4 Subject to clause 14.2, in the event of any loss or damage to Organiser Data, the Organiser's sole and exclusive remedy against LM shall be for LM to use reasonable endeavours to restore the lost or damaged Organiser Data from the latest back-up of such Organiser Data maintained by LM.
15 TERM AND TERMINATION
15.1 This Agreement shall, unless otherwise terminated as provided in this clause 15, commence on the Commencement Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive Renewal Periods, unless:
(a) either party notifies the other party of termination, in writing, at least 30 days prior to the expiry of the applicable Initial Subscription Term or Renewal Period or at least 7 days prior to expiry of the Free Trial Period; or
(b) otherwise terminated in accordance with the provisions of this Agreement;
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
15.2 Where the Organiser is using the Services and Documentation on the basis of a Free Trial, such Free Trial will be converted to the applicable paid access option as described in the Subscription Plan on expiry of the Free Trial Period. In that instance the Initial Subscription Term will automatically commence on the expiration date of the Free Trial Period.
15.3 Without affecting any other right or remedy available to it, LM may terminate this Agreement with immediate effect by giving written notice to the Organiser if:
(a) the Organiser fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
(b) the Organiser commits a material breach of any other term of this Agreement and (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) the Organiser’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to these Conditions is in jeopardy; or
(d) there is a change of control of the Organiser (within the meaning of section 1124 of the Corporation Tax Act 2010).
15.4 On termination of this Agreement for any reason:
(a) all licences granted under this Agreement shall immediately terminate and the Organiser shall immediately cease all use of the Services and/or the Documentation;
(b) the Event Organiser Account will be deactivated and the contents of the Resource Hub and all information about any Events will be deleted;
(c) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; and
(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
16 FORCE MAJEURE
LM shall have no liability to the Organiser under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation: acts of God, natural disasters, epidemic or pandemic, war, any law or any action taken by a government or public authority and non-performance by suppliers or subcontractors, provided that the Organiser is notified of such an event and its expected duration.
17 VARIATION
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
18 WAIVER
18.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
18.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
19 SEVERANCE
If any provision or part-provision of this Agreement 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 this Agreement.
20 ENTIRE AGREEMENT
20.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
20.2 Each party acknowledges that in entering into this Agreement 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 this Agreement.
21 ASSIGNMENT
21.1 The Organiser shall not, without the prior written consent of LM, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
21.2 LM may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
22 NO PARTNERSHIP OR AGENCY
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
23 THIRD PARTY RIGHTS
This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
24 NOTICES
24.1 Any notice given to a party under or in connection with this Agreement shall be in writing and shall be sent by email to the following addresses (or an address substituted in writing by the party to be served):
(i) LM: [insert email address]
(ii) Organiser: Admin Contact.
24.2 Any notice shall be deemed to have been received if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 24.2 ‘business hours’ means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
24.3 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.
25 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 interpreted in accordance with the law of England and Wales.
26 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).
ANNEX 1
DETAILS OF PERSONAL DATA PROCESSING|
Subject matter of processing |
LM shall process the personal data in order to: (i) provide the Services to the Organiser; and (ii) comply with all Applicable Data Protection Laws and all other Applicable Laws.
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Nature of processing
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LM shall collect, organise, store and share the personal data as necessary for LM to provide the Services to the Organiser.
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Duration of processing
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LM shall process the personal data for the duration of the Agreement and following its termination or expiry to the extent permitted in accordance with: (i) its terms; and (ii) the Applicable Data Protection Laws and all other Applicable Laws.
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Types of personal data
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The personal data provided to LM for the provision of the Services to the Organiser may include, in relation to data subjects: names, email addresses, telephone numbers and job titles.
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Categories of data subject |
The Organiser’s employees, officers, contractors, customers and suppliers. |