General Terms and Conditions

1.1 In this Contract the following terms have the following meanings:

1.2 Headings are used in the Contract for convenience and shall not affect its construction or interpretation.

1.3 A reference to a statute or statutory provision is a reference to the same as amended, extended, superseded or consolidated from time to time.

1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.5 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.6 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.7 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 generality of the related general words.

1.8 A reference to writing or written includes email (including all attachments).

The Contract shall begin on the Effective Date and shall, unless terminated earlier in accordance with Clause 10, continue in full force and effect for the Initial Term or so long as any Services continue to be provided by THE to the Client.

3.1 In consideration for the performance of its obligations under the Contract, the Client shall pay the Charges to THE for the Services during the Term.

3.2 The Client shall notify THE within the period for payment specified under the relevant Service Specific Additional Terms if it disputes the whole or any part of any invoice and shall pay any undisputed part in accordance with the relevant Service Specific Additional Term. The Parties shall meet in good faith to discuss any disputed amount.

3.3 THE shall be entitled to charge interest on overdue sums at the rate of 4% per annum above the Bank of England's base lending rate from time to time, before and after judgment, from the due date to the date of payment or at 4% per annum where the base lending rate is less than 0. In relation to payments disputed in good faith, interest under this Clause 3.3 is payable only after the dispute is resolved on sums found or agreed to be due, from the due date after the dispute is resolved until payment.

3.4 The Client shall indemnify THE for all costs, expenses and liabilities incurred by THE in connection with the THE's recovery of overdue invoices under the Contract.

3.5 If the Client fails to pay the full amount of the invoice after THE sends a first payment reminder then THE may, in its absolute discretion, suspend the supply of the Services until it is in receipt of cleared funds in respect of all amounts owing to THE by the Client. In circumstances where THE suspend the Services, the Term will not be automatically extended in accordance with Clause 2. The Client will remain liable for the full amount of the invoice, including in respect of any suspended Services for the remainder of the Term.

3.6 All sums payable under the Contract shall be paid to the credit of THE's bank account, details of which shall be notified to the Client as and when necessary.

3.7 THE shall be entitled to increase the Charges payable for any Extension Period, such increase only to take effect on commencement of the Extension Period and only where at least 90 days' prior written notice has been given by the Client.

3.8 Notwithstanding Clause 3.7, the Charges shall automatically increase on the date of commencement for each Extension Period in line with the percentage increase in the Consumer Prices Index in the 12-month period immediately preceding the 31 August in the year prior to which the increase is to take effect. THE will notify the Client of any increase in the Charges via e-mail no later than 90 days' prior to the commencement of each Extension Period.

4.1 The provisions of this Clause 4 shall not apply to any Confidential Information that:

(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving Party or its Representatives in breach of this Clause);

(b) was available to the receiving Party on a non-confidential basis before disclosure by the disclosing Party;

(c) was, is or becomes available to the receiving Party on a non-confidential basis from a person who, to the receiving Party's knowledge, is not bound by a confidentiality agreement with the disclosing Party or otherwise prohibited from disclosing the information to the receiving Party; or

(d) the Parties agree in writing is not confidential or may be disclosed; or

(e) is developed by or for the receiving Party independently of the information disclosed by the disclosing Party.

4.2 Each Party shall keep the other Party's Confidential Information confidential and shall not:

(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with the Contract ("Permitted Purpose"); or

(b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this Clause 4.

4.3 A Party may disclose the other Party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

(a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

(b) at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this Clause 4.

4.4 A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by Applicable 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 4.4, it takes into account the reasonable requests of the other Party in relation to the content of such disclosure.

4.5 Each Party reserves all rights in its Confidential Information. No rights or obligations in respect of a Party's Confidential Information other than those expressly stated in the Contract are granted to the other Party, or to be implied from the Contract.

4.6 Except as expressly stated in the Contract, no Party makes any express or implied warranty or representation concerning its Confidential Information.

5.1 The Parties acknowledge that the Client may receive requests to disclose information under the Freedom of Information Act 2000 ("FOIA"). The Client agrees to notify THE in writing within 2 Business Days following receipt of such request, providing THE with the details of such request and any relevant statutory deadlines.

5.2 The Client shall consult with THE promptly and in good faith to discuss the nature of the request and consider whether any exemptions apply to THE's information before making any third party disclosures of information under the FOIA in relation to this Contract, including but not limited to exemptions for commercially sensitive or confidential information.

5.3 The Client shall take into account any reasonable written representations made by THE regarding the disclosure of its information before responding to the FOIA request.

5.4 The Client shall use reasonable endeavours to protect THE’s confidential and commercially sensitive information. For the avoidance of doubt, this shall include (but not be limited to) the redaction of commercially sensitive information in any disclosure such as pricing, financial terms, and proprietary methodologies, where applicable, and shall apply any applicable exemptions under FOIA where appropriate.

5.5 Nothing in this Clause 5 shall prevent the Client from complying with its statutory obligations under FOIA or any Applicable Law.

6.1 The Client shall:

(a) comply with all Applicable Law relating to anti-bribery and anti-slavery including the Bribery Act 2010, the Modern Slavery Act 2015 and the Criminal Finances Act 2017 ("Relevant Requirements");

(b) not engage in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 or the Modern Slavery Act 2015 if such activity, practice or conduct had been carried out in the United Kingdom;

(c) have and maintain in place throughout the Term its own policies and procedures, including adequate procedures under the Bribery Act 2010 and reasonable prevention procedures under the Criminal Finances Act 2017, to ensure compliance with the Relevant Requirements and Clause 6.1(b), and will enforce them where appropriate;

(d) promptly report to THE any:

(i) request or demand for any undue financial or other advantage of any kind received in connection with the performance of the Services; or

(ii) request or demand from a third party to facilitate the evasion of tax within the meaning of part 3 of the Criminal Finance Act 2017 in connection with the performance of the Services.

6.2 For the purpose of this Clause 6:

(a) the meaning of "adequate procedures" and whether a person is associated with another person shall be determined in accordance with the Bribery Act 2010 (and any guidance issued under the Bribery Act 2010); and

(b) the meaning of "reasonable prevention procedures" shall be determined in accordance with the Criminal Finances Act 2017 (and any guidance issued under that Act).

6.3 By entering into the Contract, the Client warrants and represents that it is not currently, and never has been, a Restricted Person.

6.4 The Client shall not:

(a) in connection with the Contract, engage in any transaction, activity or conduct with, in relation to or for the benefit of, a Restricted Person or Restricted Country;

(b) pass on, confer, distribute or allow access to any products or services under this Contract to or for the benefit of a Restricted Person;

(c) fund any part of the Charges, or any other payment to THE, from activity or conduct involving or related to a Restricted Person or Restricted Territory; and/or

(d) engage in any conduct reasonably likely to cause THE to breach any Sanctions Laws applicable to THE or expose THE to risk of enforcement action under Sanctions Laws.

6.5 The Client must:

(a) comply with all Sanctions Laws in connection with the Contract and in all dealings with us, and ensure your directors, officers, employees and affiliates do likewise;

(b) inform THE immediately in writing if the Client: (i) engages in any activity or conduct referred to in Clauses 6.4(a) to 6.4(d) of this Clause 6; and/or (ii) become a Restricted Person;

6.6 The requirements in this Clause 6 shall only apply to a Party to the extent that does not result in any violation of the Blocking Regulation by that Party.

6.7 The Client shall maintain proper books and records of its dealings with THE and with third parties in the course of its provision of the Services. Upon THE's request and reasonable notice, the Client shall make these records available for review by a representative of THE to confirm the Client's compliance with this Clause 6.

6.8 The Client shall, at THE's request, provide such assistance and co-operation as THE may require in connection with an investigation by the Serious Fraud Office or other relevant regulator in connection with the Services.

6.9 Breach of this Clause 6 shall be deemed a material breach of the Contract, such breach being incapable of remedy and giving THE the right to terminate the Contract by giving written notice to the Client with immediate effect pursuant to Clause 10.

7.1 THE will not tolerate acts of discrimination against its staff. Each Party shall perform its obligations under the Contract (including those in relation to the delivery or receipt of the Services (as the case may be)) in accordance with all applicable equality law in England and Wales and any other laws or regulations, regulatory policies, guidelines or industry codes which apply to the provision or receipt of the Services or with which the relevant Party is bound to comply (whether in relation to race, sex, gender reassignment, age, disability, sexual orientation, religion or belief, pregnancy, maternity or otherwise).

7.2 Breach of this Clause 7 shall be deemed a material breach under Clause 10.2.

8.1 THE warrants that the Services shall be performed with reasonable care and skill.

8.2 Each Party warrants that it is entitled and authorised to enter into and perform the Contract in accordance with its terms.

8.3 Except as set out in the Contract, all warranties, terms and conditions (including of satisfactory quality, merchantability and fitness for a particular purpose) whether implied by statute, common law or otherwise are excluded to the fullest extent permitted by Applicable Law.

8.4 Any service specific warranties are set out in the applicable Service Specific Additional Terms.

9.1 Neither Party limits its liability for:

(a) death or personal injury caused by its negligence or that of its employees, agents or sub-contractors;

(b) fraud or fraudulent misrepresentation by it or its employees;

(c) breach of any warranty as to title implied by Applicable Law;

(d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);

(e) in the case of the Client, indemnities provided under this Contract; or

(f) any other act or omission, liability for which may not be limited under Applicable Law.

9.2 Subject to Clauses 9.1 and 9.3, THE's liability in connection with the Contract (including the indemnities at Paragraph 11.2 of the Marketing Services - Service Specific Additional Terms and Paragraph 9‎ of the Event Hosting Services - Service Specific Additional Terms) for all claims, losses or damages, whether arising from tort (including negligence), breach of statutory duty, restitution, breach of contract or otherwise under or in connection with the Contract, shall in no event exceed in the aggregate an amount equal to 100% of the Charges paid to THE for the Services for the year in which the first act or omission giving rise to the liability occurs (where a "year" commences on the Effective Date and any anniversary thereof).

9.3 Subject to Clause 9.1, neither Party will be liable to the other in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise for:

(a) any loss arising from or in connection with:

(i) loss of revenues;

(ii) profits;

(iii) data;

(iv) contracts or business; or

(v) failure to realise anticipated savings; or

(b) any loss of goodwill or reputation; or

(c) any indirect or consequential losses.

10.1 THE may terminate the Contract immediately on written notice if:

(a) the Client is guilty of fraud, dishonesty, gross negligence or gross misconduct or acts in any manner which in THE's reasonable opinion brings or is likely to bring THE into disrepute or is materially adverse to the interests of THE;

(b) the Client is convicted of any criminal offence;

(c) the Client fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;

(d) the Client commits any breach of Applicable Law; or

(e) pursuant to Clause 13.2.

10.2 Each Party shall be entitled to terminate the Contract immediately on written notice to the other if the other Party:

(a) commits any continuing or material breach of any of the provisions of the Contract and, if the breach is capable of remedy, fails to remedy the same within 30 days of receipt of written notice giving full particulars of the breach and the action required to remedy such breach;

(b) repeatedly breaches any of the terms of the Contract in a manner inconsistent with an intention or ability to give effect to the terms of the Contract; or

(c) undergoes an Insolvency Event.

11.1 Save as provided below, each Party's rights, liabilities and obligations under the Contract shall cease on its termination or expiration. Each Party's accrued rights, remedies and liabilities and the parts of the Contract that are expressly stated to survive, or by their nature survive, expiry or termination (including under Clauses 3 (Charges and payment), 4 (Confidentiality), 5 (Freedom of Information), 6 (Ethics and Sanctions), Clause 12 (Data protection)) shall survive.

11.2 Promptly following the expiration or termination of the Contract for any reason:

(a) each of the Party's shall:

(i) immediately return to the other Party (or, if the other Party so requests by notice in writing, destroy) all of the other Party's property in its possession at the date of termination, including all Confidential Information;

(ii) erase all the other Party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and

(iii) certify in writing to the other Party that it has complied with the requirements of this Clause 11.2, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The confidentiality provisions of the Contract shall continue to apply to any such documents and materials retained by a recipient Party; and

(b) THE shall submit a final invoice to the Client (if applicable) and the Client shall pay such invoice and all outstanding Charges due to THE in accordance with the agreed payment terms under the Contract.

12.1 The Parties acknowledge and agree that for the purposes of the Contract:

(a) each Party is a Controller for the Personal Data it Processes in connection with the Contract;

(b) each Party is responsible for its own compliance with Data Protection Laws with regards to the Processing of Personal Data (whether acting in its capacity as Controller or Processor); and

(c) the Parties shall comply with the data protection provisions set out in Section 2.7 of the Order Form.

13.1 If a Party (an "Affected Party") is prevented from or delayed in performing any of its obligations under the Contract by an event or circumstances beyond its reasonable control, the Affected Party shall not be in breach of the 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. Each Party shall use its reasonable endeavours to minimise the effects of any Force Majeure Event.

13.2 If the period of delay or non-performance continues for 30 days, the Party not affected may terminate the Contract by giving 14 Business Days' written notice to the Affected Party.

14.1 Neither Party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

The Parties' day-to-day representatives shall use all reasonable endeavours to resolve issues or disputes arising out of or in connection with the Contract or in respect of the legal relationship established by the Contract (each a "Dispute"), but shall refer all Disputes which are outside their ordinary authority to resolve or which they are unable to resolve within 14 days, to appropriate members of the Parties’ senior management. In the event that the respective representatives of each Party's senior management are then unable to resolve any such Dispute within 14 days, the Parties agree that they will attempt in good faith to resolve the Dispute in accordance with Clause 16.

A Party seeking to rely on an indemnity under this Contract (the "Claiming Party") may only make a claim under the relevant indemnity provided that it:

(a) shall promptly notify the other Party (the "Indemnifying Party") of any such claim;

(b) does not, without the Indemnifying Party’s written consent, do or omit to do anything, or make any admission, which materially prejudices the Indemnifying Party’s defence of such claim; and

(c) takes all reasonable steps to mitigate any loss or damage to the third party claimant.

17.1 If any Dispute has not otherwise been resolved in accordance with the provisions of Clause 15, then the Dispute shall, at the instance of any Party, be referred to and finally resolved by arbitration in accordance with this Clause 17.

17.2 Any arbitration initiated pursuant to Clause 17.1 shall be conducted under the rules of the London Court of International Arbitration, which rules are deemed to be incorporated by reference into this Clause 17 (except that, to the extent that the terms of the Contract conflict with those rules, the terms of the Contract shall prevail).

17.3 Any Party to the Contract wishing to commence an arbitration under this Clause 17 shall do so by written notice to the other Party, stating the nature of the Dispute in question.

17.4 The arbitration tribunal shall consist of one arbitrator (who is to be a practising barrister and appointed by agreement between the Parties, or in default of agreement within 10 Business Days after service of the notice initiating the arbitration under Clause 17.3 by the President for the time being of the Chartered Institute of Arbitrators). The arbitrator may in their sole discretion make such orders and directions including, but not limited to, orders with respect to security or other preliminary relief as they consider to be necessary for the final determination of the Dispute. The arbitrator shall have the widest discretion permitted under English law when making such orders or directions.

17.5 The place of the arbitration shall be London, England and the language of the arbitration shall be English.

17.6 The fees, costs and expenses of the arbitration shall be allocated between the Parties in such manner as the arbitrator may determine in their absolute discretion.

18.1 Any notice or other communication given to a Party under or in connection with the Contract shall be in writing and shall be sent to the address identified in Section 3 of the Order Form.

18.2 Subject to Clause 18.1, the following table sets out the method by which notices may be served under the Contract and the respective deemed time of service:

18.3 This Clause 18 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.

19.1 Nothing in the Contract shall prevent THE from being engaged, concerned or having any interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity shall not cause a breach of any of THE's obligations under or in connection with the Contract.

19.2 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute either Party the agent of the other Party, or authorise either Party to make or enter into any commitments for or on behalf of the other Party.

Each Party agrees that it shall not on its own account or in partnership or association with any person, whether directly or indirectly, during the term of the Contract and for a period of 12 months following its termination or expiration, not to solicit or induce any officer, employee, agent or contractor of the other Party involved with the Contract (including its organisation) to terminate their employment or engagement with the other (as appropriate) or attempt or authorise such action other than by means of a national advertising campaign open to all comers and not specifically targeted at any of the staff of THE.

The Contract may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute a single contract.

The rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by Applicable Law.

No failure or delay by a Party to exercise any right or remedy provided under the Contract or by Applicable Law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

If any provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant Clause shall be deemed deleted. Any modification to or deletion of a Clause under this Clause 24 shall not affect the validity and enforceability of the rest of the Contract.

25.1 Save as otherwise expressly provided in the Contract, 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.

25.2 The rights of the Parties to terminate, rescind or agree any variation, waiver or settlement under the Contract are not subject to the consent of any other person.

26.1 The Contract constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

26.2 Each Party agrees that in entering into the Contract 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 the Contract.

26.3 Nothing in this Clause 26 shall limit or exclude any liability for fraud.

27.1 No variation of the Contract shall be effective unless it is in writing, refers to the Contract and is signed by each Party (or its authorised representative).

27.2 The Client has the right to request changes to the Services by issuing a change request to THE. Any change may incur further Charges for the Services.

27.3 No change requested by the Client shall be effective or binding on THE unless agreed to in writing by THE.

28.1 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) shall be governed by and construed in accordance with the law of England and Wales.

1 The Parties acknowledge and agree that for the purposes of the Contract, the only Personal Data intended to be transferred between the Parties under the Contract is Business Contact Data.

2 If a Party (the "Disclosing Party") discloses Business Contact Data to the other Party (the "Recipient Party"), the Disclosing Party shall:

2.1 ensure that the transmission is in accordance with Applicable Law; and

2.2 ensure that the appropriate Information Requirements have met in respect of applicable Data Subjects.

3 The Recipient Party shall only Process the Disclosing Party's Business Contact Data in compliance with Data Protection Laws and only to the extent necessary to achieve the purposes of effecting the Contract and performing its obligations under the Contract or for compliance with a legal obligation.

4 Neither Party shall disclose Business Contact Data to third parties for the use of or purposes of third party marketing without the applicable Data Subject's express consent.

5 The Parties shall only transfer Business Contact Data outside of the European Economic Area with an appropriate safeguarding mechanism in place under UK GDPR.

6 In the event that Paragraph 1 becomes or will become inaccurate or incomplete before the expiry or termination of the Contract the Parties agree to negotiate in good faith as soon as reasonably practicable contractual terms which will:

6.1 reflect the Personal Data being transmitted between the Parties; and

6.2 ensure that the transmission and Processing of such Personal Data complies with all applicable requirements under Data Protection Laws.