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In these conditions of contract, the following definitions apply:
“Company” refers to IGPP Limited.
“Client” the organisation or individual entering in to contract with the company via the acceptance of these terms and conditions.
“Event” a course, conference or summit delivered or organised by the company.
“Contract” the legal contract between the Company and the Client for the purchase and supply of a service in accordance with the terms within the conditions of contract.
“Booking” the confirmation by a client of their purchase request and acceptance of our conditions of contract.
“Speaker” refers to the individual invited to teach, facilitate, chair, deliver a presentation or participate on a discussion panel.
1. Making a Booking
1.1 Bookings for an event can be made via email, telephone, online and by post.
1.2 The booking is deemed to be accepted when the Company issues written acceptance of the Booking at which point the Contract shall come into existence (Date of Commencement). A confirmation will be sent to the client within 24 hours of making a booking.
1.3 Where a Client makes a booking for one or more employees, then the Company’s contract is with the Client making the booking and not the individual delegate(s).
1.4 All delegates must observe and comply with these terms and conditions set out under the conditions of contract. A breach from any delegate will be treated as a breach by the client.
1.5 The conditions set out in this contract apply to the exclusion of any other terms that the client seeks to impose, or which are implied by custom, trade or existing practice.
1.6 Registration Information will be sent to registered delegates by email at least seven days prior to the event. Any delegate not receiving the registration information should contact us by email.
2. Payments
2.1 The company shall invoice the Client in advance of the event or service provided. The Client shall pay each invoice submitted by the company in advance of the provision of the Services and no later than 7 days of the date of the invoice and before the delivery of the event date
2.2 All Bookings must be paid in full to guarantee entrance to the Event.
2.3 Without limiting any other right or remedy of the company, if the Client fails to make any payment due to company under the Contract by the due date for payment (Due Date), the company shall have the right to charge interest on the overdue amount at the rate of four per cent per annum above the then current Barclays Bank Plc base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgement, and compounding quarterly.
2.4 The Client shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against the company in order to justify withholding payment of any such amount in whole or in part. The company may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the company to the Client.
2.5 We require payment to terms. Payment must be made on time, in full, and without any deduction, off set or counterclaim. In the event that an account is outstanding, we will refer the matter to our debt collection agents, Daniels Silverman Limited, which will incur additional costs. The additional costs incurred to collect the debt will be added to the debt, plus VAT at the prevailing rate. You agree that you will be legally liable to pay the outstanding account plus additional costs, and that payment of the same can be enforced against you in court. If applicable, you also agree to pay compensation and interest at the relevant reference rate, as provided for under the Late Payment of Commercial Debts (Interest) Act 1998.
3. Early Bird Rate and Discounts
3.1 In order to qualify for any ‘early bird’ rate or ‘discount’, a booking and direct payment must be received before the deadline date listed in the conference marketing material. Inclusive offers cannot be split between two or more delegates. All bookings must state the relevant discount code at the time of booking.
4. Delegate Cancellations, Transfers, Substitutions and non-attendance
4.1 The Client shall have the right to cancel the Order within 14 days of booking.
4.2 If the delegate is unable to attend an event and needs to cancel a booking, the client must let the company know in advance and in writing by email.
4.3 Bookings cancelled after the 14 day cancellation period will be chargeable at the full booking fee.
4.4 Bookings made 14 days or less before the event takes place are payable immediately from the point of booking & no cancellations can be made. In the event a delegate cannot attend, the booking will still be payable at the full booking rate
4.5 At the discretion of the Company, delegates may nominate an alternative person from their organisation to attend up to 14 days prior to the start of the event, at no extra charge assuming that the substitute person is eligible for the Event. Should substitution not be possible, cancellation charges will apply.
4.6 Where a Client is unable to make an event date, the client may transfer to another date free of charge on the first occasion if notice is provided 60 days prior to the commencement of the original Event date booked.
All subsequent transfer requests and transfers within 60 days of commencement of the Event will be charged a transfer fee. The transfer fee will be an additional 50% of the event booking fee. Should notice not be received 14 days before commencement of the event, the transfer will be charged at a full event rate. Transfers to an alternative date under any circumstance are only available if the delegate place has been paid for in full by the client.
4.7 Where no fee for attendance has been charged (Fully funded place), the company reserves the right to administer a cancellation charge to delegates who do not attend on the day of the event and have not notified the company in 14 days in advance in via email. The cancellation charge applied will be equal to the online fee to attend the Event at the time of booking. Fully funded places are allocated at the companies discretion and IGPP reserve the right to cancel fully funded bookings at any time.
4.8 Where a delegate fails to submit an assignment or work requiring assessment as part of an accredited programme, a penalty fee of £500 may be charged. If given sufficient and credible reasoning in writing, a delegate will be able to defer for free on the first instance if a minimum of 2 weeks’ notice is provided. After the first deferral, a fee of £500 will be applicable. This is to cover additional administration costs that will be incurred.
4.9 Where a delegate fails an assignment for a PG Certificate programme, the delegate is allowed one free resubmission per module. Any further resubmissions are chargeable at £150 per assignment to cover additional administration costs. Fail is an assignment marked 49% and/or below, in line with the awarding body’s criteria.
4.10 If a delegate fails to attend any part of an Event, the company reserve the right not to issue a certificate on completion of the event unless an exemption has been pre-approved by the company. Delegates requiring an exemption for any part of an event must submit their request in writing to [email protected], outlining their reason and supporting evidence for consideration by the company. An outcome will be provided by the company no later than 7 days prior to the commencement of the event. The company’s decision is final.
5. Alterations to Programme, Cancellation or Postponement of Event
5.1 The Company reserves the right to make alterations to the Event programme, venue and timings. Should the company be unable to deliver any physical Event as a result of government restrictions, advice or social distancing we reserve the right to postpone the event or run the scheduled event via a virtual environment.
5.2 In the unlikely event that the Company cancels an Event and does not reschedule, the Company will refund any pre-paid booking fees. Liability will be limited to the amount of the booking fee paid. The Company shall not be liable for reimbursing the cost of travel or accommodation arrangements made by individual delegates.
5.3 Please note that we cannot offer refunds where events are cancelled as a result of events outside of our control. Alternate dates will be provided. The Company shall not be liable for reimbursing the cost of travel or accommodation arrangements made by individual delegates.
5.4 If by postponement and re-arrangement an Event can take place, the booking between the client and the company shall remain in force and will be subject to the existing Delegate Cancellations, Transfers, Substitutions and non-attendance terms set out under Section One, Clause 4.
5.5 If, for whatever reason, it is found necessary to postpone or change the date of the Event, the Company shall not be liable for any expenditure, damage or loss incurred by the client.
5.6 Speakers views expressed at an event are their own. The Company cannot accept liability for advice given, or views expressed, by any speaker at the Event or in any material provided to delegates and clients.
6. Special requirements
6.1 Delegates should advise of any special requirements at the time of Booking including; dietary, access and visual and audio support.
7. Photography, filming and social media
7.1 For promotional purposes, there may be a professional photographer, videographer or live social media streaming taking place during the Event. Clients and delegates who do not wish to be filmed or recorded and published on social media should advise the company in advance and in writing.
8. Data Protection and Personal data
8.1 IGPP Limited is the Data Controller and Data Processor of any personal data you supply. The personal data you supply will be used to process your booking.
8.2 By submitting registration details, delegates agree to allow the Company, sponsors, speakers and partners associated with the course or event to contact them regarding their booking.
8.3 We may use personal details, provided by registered delegates, in the production of Event materials and literature including joining instructions and delegate attendee lists.
8.4 Delegate attendee lists may be provided to Event speakers, supporters, and sponsors for the purpose of event administration, safety, networking and follow up activity deemed necessary for the successful delivery of the full Event experience.
8.5 You will receive delegate and customer communications (by e-mail, telephone, SMS, post) in connection with your booking, from time to time we will let you know about additional offers and promotions related to your booking that we think may be of legitimate interest.
8.6 We do not pass data to any third party without consent. However, please note that by registering for an event you consent to us processing your data to enable us to deliver the service you have purchased. This may involve passing your details on to our partners including trainers, speakers, facilitators, partner educational providers, debt recovery agents and partners that support us with the delivery of our services.
8.7 You have the right to object to your data being used for specific purposes. If you have a specific objection, please email us at [email protected] with the subject line ‘Data protection’.
8.8 Our full Data Protection and Privacy Policy can be downloaded from our web site www.igpp.org.uk
9. Insurance
9.1 It is the responsibility of the delegate to arrange appropriate insurance cover in connection with their attendance at the conference. The Company cannot be held liable for any loss, liability or damage to personal property.
10. Force Majeure
10.1 The Company is relieved of all its obligations if any act is outside the company’s control and impacts the company’s ability to deliver the Event including acts of god, danger of war, fire or severe disturbances affecting the organisation, venue or its suppliers.
11. Admission and right of entry
11.1 The Company reserves the right to refuse admission and to remove persons from the Event for any reason where necessary. The Company may also have to conduct security searches and/or checks to ensure the safety of persons at the Event.
12. Technical access for virtual events
12.1 The Company will provide the Client with joining instructions before the Event which has information regarding the technical requirements to access the platform. It is the Clients responsibility to check their system is compatible with the site, including checking for firewalls and using the most compatible platforms.
12.2 The Company will endeavour to help and assist with technical issues where possible. However the Client is advised to test the connection in advance of the event by clicking on the link in the Joining Instructions.
12.3 The Company is not responsible for technical difficulties accessing the event relating to the subscriber or delegates system, chosen platform, equipment, internet connection bandwidth or restricted access.
13. Revisions
The Company reserves the right to revise these Conditions at any point.
In these conditions of contract, the following definitions apply:
“Company” refers to IGPP Limited.
“Client” the organisation or individual entering in to contract with the company via the acceptance of these terms and conditions.
“Event” a course, conference or summit delivered or organised by the company.
“Contract” the legal contract between the Company and the Client for the purchase and supply of a service in accordance with the terms within the conditions of contract.
“Booking” the confirmation by a client of their purchase request and acceptance of our conditions of contract.
“Speaker” refers to the individual invited to teach, facilitate, chair, deliver a presentation or participate on a discussion panel.
1. Personal details
1.1 The company may use the speaker’s name, company, work related background and presentation materials for promotional purposes in relation to the event.
2. Materials
2.1 Presentations and papers including all associated artwork and illustrations will not be returned unless specifically requested by the speaker. All documentation and papers must be objective and completely free of advertising and commercialism.
2.2 The company may audio, video, photograph, or live stream speaker presentations and speaking sessions. These recordings may be reproduced and sold as part of the overall event materials and additional commercial activity. This allows delegates to purchase audio/video copies of presentations that they may have been unable to attend.
2.3 The company may reproduce copies of the speaker’s presentation (eg. PowerPoint slides or supporting handouts) on paper and/or electronically and these may be sold as part of the overall hand-out materials during and after the event. Any acknowledgement regarding Copyright or support should be included at the end of the abstract/presentation, as these will be distributed to the event to delegates.
3. Intellectual Property
3.1 Speakers own all Intellectual Property in the Content and materials provided in or used to support your presentation and nothing in these terms transfers any Intellectual Property to the company. In order for the company to obtain the full benefit of your Presentation, Speakers grant the company an indefinite licence for use of the material delivered at the agreed event.
3.2 Speakers are responsible for obtaining all necessary consents, permissions and/or licences for the making available and distribution of Content under these terms.
3.3 Speakers will indemnify and keep us indemnified at all times against any and all actions, claims, proceedings, costs and damages, and all legal costs and other expenses reasonably incurred by us, or for which we may become liable, with respect to any Intellectual Property Rights infringement claim relating to or arising out of the Content, materials or Presentation provided.
4. Speaker Cancellations and Substitutions
4.1 If, for whatever reason, it is found necessary for the Speaker to cancel to or provide a substitution, notice must be given 30 days prior to the commencement of the event and permission sought for any substitution.
4.2 Should the any cancellation or substitution result in a commercial loss for the Company, the Client would be liable for any expenditure, damage or loss incurred by the Company.
5. Alterations to Programme, Cancellation or Postponement of Event
5.1 The Company holds the right to cancel or postpone any event with up to 7 days’ notice prior to the commencement of an event if:
5.1.1 It is the company’s view that there are insufficient numbers of Delegates sign up to attend the Event.
5.1.2 It is the company’s view that the Event is no longer practicable or financially viable for whatever reason.
5.2 If, for whatever reason, it is found necessary to cancel, postpone or change the date of the event, the company shall not be liable for any agreed fee, expenditure, damage or loss incurred by the speaker.
5.3 Speakers who do not wish to give permission for the above terms and conditions, please inform the company before agreeing to speak detailing your objections and reasons.
6. Revisions
6.1 The Company reserves the right to revise these Conditions at any point.
In these conditions of contract, the following definitions apply:
“Company” refers to IGPP Limited.
“Client” the organisation or individual entering in to contract with the company via the acceptance of these terms and conditions.
“Event” a course, conference or summit delivered or organised by the company.
“Contract” the legal contract between the Company and the Client for the purchase and supply of a service in accordance with the terms within the conditions of contract.
“Booking” the confirmation by a client of their purchase request and acceptance of our conditions of contract.
“Order” the confirmation by the Company of acceptance of the clients booking and the entering into contract.
“Speaker” refers to the individual invited to teach, facilitate, chair, deliver a presentation or participate on a discussion panel.
“Client speaker” Refers to a Speaker provided by the Client to facilitate or deliver a presentation, seminar, panel discussion or any other content at the Company’s event.
“Deliverables” the training, marketing, event or seminar services provided by the Company for the Client.
“Services” the services, including the Deliverables, supplied by the company to the Client as set out in the Specification, but subject to these terms.
“Specification” the description or specification of the Services provided in writing by the company to the Client, or available for booking as a training, event or conference on Company’s website or elsewhere in any media, in all cases where such description is an offer of Services made for acceptance.
1. Basis of contract
1.1 The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions.
1.2 The Order shall only be deemed to be accepted when the company issues written confirmation of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
1.3 Special dietary and personal access requirements must be notified to the company in writing at the time of making a booking.
1.4 The Company reserves the right to change the agenda or date of an event without notice.
1.5 The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract.
1.6 Any samples, drawings, descriptive matter or advertising issued by the Company, and any descriptions or illustrations contained in the Company’s and the company’s partners websites catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
1.7 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.8 Any quotation given by the Company shall not constitute an offer and is only valid for a period of 14 Business Days from its date of issue.
2. Supply of Services
2.1 The Company shall supply the Services to the Client in accordance with the Specification in all material respects but subject to changes under these terms.
2.2 The Company shall use all reasonable endeavours to meet any performance dates specified for delivery, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
2.3 The Company shall have the right to make any changes to the Services and shall notify the Client in any such event if the changes are material.
2.4 The Company warrants to the Client that the Services will be provided using reasonable care and skill.
3. Client’s obligations
3.1 The Client shall:
3.1.1 ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
3.1.2 co-operate with the company in all matters relating to the Services; and
3.1.3 provide the company with such information and materials as the company may reasonably require in order to supply the Services and ensure that such information is accurate in all material respects.
3.2 If the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
3.2.1 The company shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays the company’s performance of any of its obligations;
3.2.2 The Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the company’s failure or delay to perform any of its obligations as set out in clause 2; and
3.2.3 The Client shall reimburse the company on written demand for any costs or losses sustained or incurred by the company arising directly or indirectly from the Client Default.
4. Exhibition
4.1 Exhibition floor plan
4.1.1 the Company reserves the right to alter the layout of the exhibition at any time and in any respect. The Company will endeavour to contact affected Clients as required.
4.1.2 the Company will allocate display space to Clients; requests for location will be taken into account where possible but cannot be guaranteed.
4.1.3 exhibition displays and furniture must stay within the allocated floor space at all times.
4.1.4 A client must ensure that their stand is adequately staffed both for virtual and physical Events.
4.2 Health & Safety, security, and insurance
4.2.1 It is the responsibility of the Client to ensure that their staff and any supplier/contractor working on his behalf are familiar with and abide by all current UK and European Health and Safety regulations. The Client is responsible for the health and safety of their stand and personnel during installation, use and dismantling.
4.2.2 To create and always maintain a safe environment, the Client and contractors must abide by reasonable instructions from the Company and/or the venue.
4.2.3 All deliveries of exhibition stand, equipment, and material to the venue and to the clients purchased exhibition space must be handled by the Client and/ or their delivery personnel.
4.2.4 The Client is responsible for the security and insurance of their own display and its contents
4.2.5 Clients must hold their own public liability insurance and, if applicable, employer’s liability insurance. Certificates should be available for inspection if required.
4.2.6 Under no circumstance may exhibition equipment and material be delivered prior to the exhibition set up time, without the express permission of the Company.
4.2.7 All exhibition materials must be removed immediately following the event. Failure to comply may result in fees being levied.
4.3 Stand breakdown
4.3.1 Breakdown of display, or removal of display items, may not commence before the official closing time of the exhibition.
4.3.2 Any Client failing to remove their stand and all other items from the venue by the prescribed times will be held liable to pay any penalties that may be imposed by the venue on the Company.
4.4 Stand fixtures and fittings
4.4.1 All materials must comply with all current fire safety requirements.
4.4.2 It is the responsibility of the Client to ensure all electrical equipment is safe and PAT tested.
4.5 Photography and event recordings
4.5.1 The Company may arrange for photographs, video footage and recordings to be taken at Events and used for promotional purposes. This may include printed documents or media, editorial coverage, advertising press and use on the internet.
4.5.2 Clients who do not wish for their image to be used in this manner must notify us prior to the event.
4.6 Damage
4.6.1 Any damage caused to the venue by the Client must be made good at their own expense.
4.7 Virtual exhibitions
4.7.1 The Client must provide 14 days prior to the Event commencement date, marketing and exhibition materials. These must be supplied in the specified format and quality.
4.7.2 It is the Client’s responsibility to ensure their virtual exhibition stand has the required marketing content in advance of the Event.
4.7.3 The Client must ensure that their virtual exhibition stand is always staffed and engage in the relevant chat and delegate networking functions.
4.7.4 The Company will provide the client with appropriate functionality and usage instructions for the virtual platform in advance of the Event
5. Client Speakers, facilitators at sponsored presentations
5.1 Personal details
5.1.1 The Company may use the Client speaker/’s name, company, work related background and presentation materials for promotional purposes in relation to the event.
5.2 Materials
5.2.1 Presentations and papers including all associated artwork and illustrations will not be returned unless specifically requested by the Client or their Speaker. All documentation and papers must be objective and completely free of advertising and commercialism other than what has been pre-agreed in the specification.
5.2.2 The Company may audio, video, photograph or live stream Client speaker presentations and speaking sessions. These recordings may be reproduced and sold as part of the overall Event materials and additional commercial activity. This allows delegates to purchase audio/video copies of presentations that they may have been unable to attend.
5.2.3 The Company may reproduce copies of the Client Speaker/s’s presentation/s (e.g. PowerPoint slides or supporting handouts) on paper and/or electronically and these may be sold as part of the overall hand-out materials during and after the event. Any acknowledgement regarding Copyright or support should be included at the end of the abstract/presentation, as these will be distributed to the event to delegates.
5.3 Intellectual Property
5.3.1 the Client Speaker/s owns all Intellectual Property in the Content and materials provided in or used to support your presentation and nothing in these terms transfers any Intellectual Property to the company. In order for the Company to obtain the full benefit of your Presentation, the Client and their Speakers grant the company an indefinite licence for use of the material delivered at the agreed event.
5.3.2 Client Speakers are responsible for obtaining all necessary consents, permissions and/or licences for the making available and distribution of Content under these terms.
5.3.3 Client Speakers will indemnify and keep us indemnified at all times against any and all actions, claims, proceedings, costs and damages, and all legal costs and other expenses reasonably incurred by us, or for which we may become liable, with respect to any Intellectual Property Rights infringement claim relating to or arising out of the Content, materials or Presentation provided.
5.4 Speaker Cancellations and Substitutions
5.4.1 If, for whatever reason, it is found necessary for the Client or the Client Speaker to cancel to or provide a substitution, notice must be given 30 days prior to the commencement of the event and permission sought for an proposed alternative Client speaker.
5.4.2 Should the any cancellation or substitution result in a commercial loss for the Company, the Client would be liable for any expenditure, damage or loss incurred by the Company as a result of and the speaker provided.
5.5 Alterations to Programme, Cancellation or Postponement of Event
5.5.1 The Company holds the right to cancel or postpone any event with up to 7 days’ notice prior to the commencement of an event if:
I. It is the company’s view that there are insufficient numbers of Delegates signed up to attend the Event
II. It is the company’s view that the Event is no longer practicable or financially viable for whatever reason.
5.5.2 If, for whatever reason, it is found necessary to cancel, postpone or change the date of the event, the company shall not be liable for any, expenditure, damage or loss incurred by the client and the speaker provided.
5.6 Speakers who do not wish to give permission for the above terms and conditions, please inform the company before agreeing to speak detailing your objections and reasons.
6. Charges and payment
6.1 The Charges for the Services shall be as agreed in the Specification and at time of booking.
6.2 The Company shall be entitled to charge the Client additionally for any expenses reasonably incurred by the individuals whom the company engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the company for the performance of the Services, including a share of the cost of any the company’s sourced venue, and for the cost of any materials.
6.3 The Company shall invoice the Client in advance of providing the Services.
6.4 The Client shall pay each invoice submitted by the company in advance of the provision of the Services and no later than:
6.4.1 7 days of the date of the invoice and in any event, 30 days before the event date;
6.4.2 in full and in cleared funds to a bank account nominated in writing by the company,
6.4.3 time for payment shall be of the essence of the Contract.
6.5 Where any taxable supply for VAT purposes is made under the Contract by the Company to the Client, the Client shall, on receipt of a valid VAT invoice from the Company, pay to Company such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
6.6. Without limiting any other right or remedy of the Company, if the Client fails to make any payment due to the Company under the Contract by the due date for payment (Due Date), the Company shall have the right to charge interest on the overdue amount at the rate of four per cent per annum above the then current Barclays Bank Plc base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
6.7 The Client shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against the company in order to justify withholding payment of any such amount in whole or in part. The Company, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the Company to the Client.
6.8 If an account is outstanding, we will refer the matter to our debt collection agents, Daniels Silverman Limited, which will incur additional costs. The additional costs incurred to collect the debt will be added to the debt, plus VAT at the prevailing rate. You agree that you will be legally liable to pay the outstanding account plus additional costs, and that payment of the same can be enforced against you in court. If applicable, you also agree to pay compensation and interest at the relevant reference rate, as provided for under the Late Payment of Commercial Debts (Interest) Act 1998.
7. Cancellations
7.1 The Client shall have the right to cancel the Order within 14 days of booking
7.2 If the Client is unable to attend an event and needs to cancel an Order, the Client must let the Company know in writing by email.
7.3 Bookings cancelled after the 14 day cancellation period will be chargeable at fee paid at time of booking.
7.4 If the Client cancels with an outstanding balance due, the Client remains responsible for the entire balance due, plus reasonable legal fees to collect.
7.5 Upon receipt of the Clients cancellation notice, the Company shall have the absolute discretion to resell the services set out in the specification being forfeited.
8. Intellectual property rights
8.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Company.
8.2 The Client acknowledges that, in respect of any third party Intellectual Property Rights, the Client’s use of any such Intellectual Property Rights is conditional on the Company obtaining a written licence from the relevant licensor on such terms as will entitle the Company to license such rights to the Client.
8.3 All the Company’s materials are the exclusive property of the Company.
9. Confidentiality
9.1 The Client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Client by the Company, its employees, agents or subcontractors, and any other confidential information concerning the Company’s business or its products or its services which the Client may obtain. The Client shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for discharging the Client’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Client. This clause 9 shall survive termination of the Contract.
10. Limitation of liability
10.1 Nothing in these Conditions shall limit or exclude the Company’s liability for:
10.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
10.1.2 fraud or fraudulent misrepresentation; or
10.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
10.2 Subject to clause 10.1:
10.2.1 The Company shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
10.2.2 The Company’s total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the amount paid by the Client for the Services under the Contract.
10.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
10.4 This clause 10 shall survive termination of the Contract.
11. Termination
11.1 Without prejudice to any rights that have accrued under this agreement or any of its rights or remedies, the Company may terminate this agreement without liability to the Client immediately (or following such notice period as it sees fit) by giving written notice to the Client party if:
11.1.1 the Client fails to pay any amount due under this agreement on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or
11.1.2 the Client commits a material breach of any material term of this agreement; or
11.1.3 the Client repeatedly breaches any of the terms of this agreement 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 this agreement; or
11.1.4 the Client suspends, or threatens to suspend, payment of its debts or
11.1.5 the Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or
11.1.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of the Client; or
11.1.7 an application is made to court, or an order is made, for the appointment of an administrator; or
11.1.8 a floating charge holder over the assets of the Client has become entitled to appoint or has appointed an administrative receiver; or
11.1.9 a person becomes entitled to appoint a receiver over the assets of the Client or a receiver is appointed over the assets of the Client; or
11.1.10 the Client, being an individual, is the subject of a bankruptcy petition or order; or
11.1.11 as a result of any act or omission by the Client the party reasonably considers that the image or reputation of the party has been, or is likely to be, (if such breach were repeated), materially adversely affected.
11.2 Without limiting its other rights or remedies, the Company shall have the right to suspend provision of the Services under the Contract or any other contract between the Client and the Company if the Client becomes subject to any of the events listed in clause 11.1 or the Company reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.
12. Consequences of termination
12.1 On termination of the Contract for any reason:
12.1.1 the Client shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Client immediately on receipt;
12.1.2 the Client shall return all of the Company’s Materials and any Deliverables which have not been fully paid for, including copies on any media. If the Client fails to do so, then the Company may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
12.1.3 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
12.1.4 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
13. Force majeure
13.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
13.2 The Company shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
13.3 If the Force Majeure Event prevents the Company from providing any of the Services, the Company shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.
14. Assignment and subcontracting
14.1 The Company may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
15. Severance
15.1 If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
15.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
15.3 No partnership. Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
16. Revisions
16.1 The Company reserves the right to revise these Conditions at any point.
17. Face to Face Events
17.1 The Company reserves the right to charge a fee of £99 per person if a free place to a face to face event is accepted and the delegate(s) does not attend the event.
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