You acknowledge that the Services and Deliverables may be subject to limitations, delays, loss or corruption of information and other problems inherent in the use of electronic communications facilities.
Except where expressly provided otherwise, the Services and Deliverables are provided on an "as is" basis. You are solely responsible for ensuring that the Services and Deliverables are appropriate and suitable for your needs and that the assumptions (if any) set out in the Order Form are accurate.
You agree that neither the Services or Deliverables are advice or recommendations from us and you must not rely on them to make decisions.
From time to time, we may:
We reserve the right at any time and from time to time to modify, temporarily or permanently, any Services or Deliverables or any component or feature thereof. You agree that we will not be liable to you or to any third party for any such modification of the Services or Deliverables if there is no material detriment to their operation.
Except where expressly provided otherwise, and without limiting your obligations elsewhere in the Contract, you will not disclose, provide, resell or otherwise make available the Services or Deliverables to any third‐party, including (without limitation) any retailer, data provider, or manufacturer, unless expressly authorized by us in a separate written agreement. You further agree that you will not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or Deliverables except as permitted by applicable law; (ii) modify, translate, or create derivative works based on the Services or Deliverables, or incorporate names or likenesses of individuals, locations, structures or other proprietary material referred to in the Services or Deliverables in or on your products, or copy (except for archival purposes), rent, lease, distribute (except as expressly permitted herein), pledge, assign, or otherwise transfer or encumber rights to the Services or Deliverables; (iii) use or access the Deliverables or Services to build or support, and/or assist a third party in building or supporting, products or services competitive to us, or use (or permit the use of) the Services or Deliverables to generate any statistical information which is sold or otherwise made available to any third party; (iv) remove any proprietary notices or labels from the Services or Deliverables or use our or any third party’s trade names, trademarks or service marks in or on your products; (v) use the Services or Deliverables in any manner that could damage, disable, overburden, impair, obstruct or otherwise interfere with our provision of the Services, the Deliverables or our business; (vi) use the Services to store or transmit computer viruses or other harmful code; (vii) interfere with or disrupt the integrity or performance of the Services; (viii) frame or mirror any content forming part of the Services, other than on Customer’s own intranet for Customer’s internal business operations as permitted under the Contract; (ix) attempt to gain unauthorized access to the Services or its related systems or networks; or (x) permit direct or indirect access to or use of the Services in any manner that circumvents any restrictions or limitations under the Contract.
You may provide pictorial works included within the Services or Deliverables to your suppliers, vendors, independent contractors and consultants for the sole purpose of aiding you in connection with your product design, development, inspiration, research and manufacturing requirements only. You must ensure that any third parties who access pictorial works in this way comply with the usage restrictions set out in this Contract and you accept responsibility and liability for the acts and omissions of those third parties.
With respect to digital content within our “Design Library” or “Design Resources”, we grant you a non‐transferable, non‐ exclusive, limited licence to do the following:
This license is granted for your internal research, product design, development, inspiration and manufacturing purposes only. Where you are an educational institution, this license is granted for your non‐commercial, educational use only.
We may limit the data and deliverables that are available on the Services based on either or both of (i) the date of first publication or (ii) the amount of data stored on the Services platform. Thereafter, we may archive the data and deliverables in which case the data may be available via an extract for an additional fee.
If you are acquired by a third party, you agree that we may increase the fees payable for any Services or Deliverables to reflect potential or actual increased usage of Services and Deliverables.
Consultancy Services Module
Where, as part of a Contract, we provide consultancy services or deliverables, as noted on the relevant Order Form, the following additional terms will apply to the Contract.
The Order Form will specify whether the fees are fixed or are calculated on a time and materials basis. If fees are stated as a fixed total amount, that is not a guarantee that the Services will be completed and Deliverables will be delivered for that amount.
Where fees are calculated on a time and materials basis, the Order Form will show our daily rate for each individual person. Daily rates are calculated based on an eight‐hour day worked between the hours of 8am to 6pm in the jurisdiction in which the Services are performed.
The fees exclude hotel, subsistence, travel and other ancillary expenses reasonably incurred by us in our provision of the Services.
We are entitled to charge an overtime rate of 25% of the standard daily fee rate on a pro‐rata basis for any time worked outside the hours specified in the Order Form.
We will invoice you for the fees at the intervals specified on the Order Form. If no intervals are specified, we will invoice you at the end of each month for Services performed and Deliverables delivered during that month.
You are responsible for inspecting the Deliverables and any defect must be reported to us in writing within 30 days of our provision of the relevant Deliverable(s). We will not be in breach of a Contract nor liable to you for any defect in Deliverables which are reported after 30 days after they have been provided to you.
If we deliver Deliverables which do not comply with a Specification, you may refuse to take delivery of those Deliverables only, but you must accept any other Deliverables delivered pursuant to the same Contract which do comply with the relevant Specification.
Event Attendance Module
When you register to attend an Event, the following additional terms will apply to the Contract.
We will supply specific information relevant to the Event at the time of booking (“Booking Information”) via our website, via the Event website or by any other reasonable means. Booking Information will be specific to the relevant Event and will form part of the Contract.
Tickets and booking
All tickets to an Event are subject to availability.
Tickets issued for use are valid for the named attendee only and cannot be transferred unless specified in the Booking Information.
We are not obliged to provide you with replacement tickets for lost or stolen tickets.
Tickets must not be used by any person, company or third party for marketing, media, sale promotion, staff reward program or competition purposes whether commercial or non‐commercial except with our prior written permission.
Attendance at the Event
You will be subject to any security and safety procedures and policies that are applicable to the Event and to the venue at which the Event is held (the “Venue”).
You must ensure that you have photographic ID with you during the Event. If you are unable to provide identification which matches your ticket, we have the right to require you to leave the Event immediately.
We may refuse you admission to the Event or require you to leave the Event, if at any time we have reason to believe that you have:
- breached any provision of the Contract;
- committed a criminal offense;
- behaved in a disorderly manner or in a way that has an adverse effect on public safety; or
- behaved in an anti‐social manner or in a way that causes a public nuisance.
You may not organize, facilitate or participate in any commercial, promotional or trading activities at the Event, Venue or near the Event without our express prior written permission. We will be entitled to charge a fee for any commercial, promotional or trading activity (including filming, photography and recording) which takes place at the Event, at the Venue or near the Event.
Content
You agree to being filmed, photographed, referenced and recorded for television, radio, webcast, social media and in any other medium, including written format and/or by any CCTV cameras and recordings operated by or on behalf of and made by or on behalf of us, and agree to waive any rights arising under the laws of any jurisdiction. You grant to us an irrevocable, worldwide, royalty‐free licence to make such use of your name, voice, biography and likeness in any media and any recording, filming or photography of the Event as we reasonably require in connection with the exploitation, advertising and promotion of the Event.
All rights in all presentations, documentation and materials published or otherwise made available as part of the Event (including but not limited to any audio or audio‐visual recording of the Event) (“Content”) is owned by us or is included with the permission of the owner of the rights. No (i) photography, filming or recording; or (ii) republication, broadcast or other dissemination of the Content is permitted without our prior written approval. You must not distribute, reproduce, modify, store, transfer or in any other way use any of the Content (save that use by the relevant delegate for internal business purposes will be permitted), and in particular (but without limitation) you must not (and must procure that each of your delegates must not):
- upload any Content into any shared system;
- include any Content in a database;
- include any Content in a website or on any intranet;
- transmit, re‐circulate or otherwise make available any Content to anyone else;
- make any commercial use of the Content whatsoever; or
- use Content in any way that might infringe third party rights or that may bring us or any of our Affiliates into disrepute.
You acknowledge that the Content does not necessarily reflect our views or opinions. Please do not rely upon the Content in making or refraining from making any specific business decision or other decisions. We cannot accept any liability to you or anyone else for any losses of any nature resulting from any decision made or not made, or action taken or not taken, in reliance on the Content. This disclaimer statement is in addition to any disclaimer, limitation, waiver or exclusion contained within these Terms.
DISCLAIMER: INFORMATION CONTAINED IN THE CONTENT SHOULD NOT BE RELIED UPON AS ADVICE OR USED IN PLACE OF PROFESSIONAL OR OTHER ADVICE. WHILST WE TAKE REASONABLE CARE TO ENSURE THAT THE CONTENT CREATED BY US IS ACCURATE AND COMPLETE, SOME OF IT IS SUPPLIED BY THIRD PARTIES AND WE ARE UNABLE TO CHECK ITS ACCURACY OR COMPLETENESS. YOU SHOULD VERIFY THE ACCURACY OF ANY INFORMATION (WHETHER SUPPLIED BY US OR THIRD PARTIES) BEFORE RELYING ON IT. THE CONTENT IS PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND (EXPRESS OR IMPLIED). WE HEREBY EXCLUDE TO THE FULLEST EXTENT PERMITTED BY LAW ALL LIABILITIES, COSTS, CLAIMS, DAMAGES, LOSSES AND/OR EXPENSES ARISING FROM ANY INACCURACY OR OMISSION IN THE CONTENT OR ARISING FROM ANY INFRINGING, DEFAMATORY OR OTHERWISE UNLAWFUL MATERIAL IN THE CONTENT.
To the extent that any Content is made available by us online, we reserve the right to suspend or remove access to such Content at any time for any reason.
Changes to the Event
We may change the format and/or content of the Event, provided that such change does not cause material detriment to the quality of the Event
Where you receive a credit related to our cancellation of and Event, such credit must be used by you to book a delegate place at an Event within 18 months from the date of issue. Following such 18‐month period, the credit will expire.
Unless as explicitly set out in this Contract you will not be entitled to a refund following Acceptance, nor will you be entitled to receive a credit for a future event of your choice.
Individuals who can be defined as “Consumers” within the meaning set out in the Consumer Rights Act 2015 are not permitted to attend our Events.
Liability exclusion
We are not responsible for goods or services which you may purchase from third parties.
Event Sponsorship Module
Where, as part of a Contract, you sponsor an Event, as noted on the relevant Order Form, the following additional definitions and terms will apply to the Contract.
Client Materials
means all content, materials and works owned by or licensed to you, including logos products, services, databases, marketing, advertising materials, which are used in or required for the execution of the Sponsorship Rights.
Commercial Rights
means all rights of a commercial nature connected with the event, including media rights, multi‐media rights interactive rights, sponsorship rights, merchandising rights, database rights, licensing rights, advertising rights and hospitality rights.
Sponsorship Rights
means those rights afforded to you in your capacity as sponsor of the event, as detailed in the ‘Sponsorship Rights’ section of the Order Form.
Operating Process
means the operational, functional and technical procedures, processes, standards and other information applicable to your execution of the Sponsorship Rights, as detailed in the ‘Operating Process’ section of the Order Form.
We will provide the Sponsorship Rights and organize the Event using reasonable skill and care and will consult with the Sponsor Representative (as set out on the Order Form) on aspects of the Event where we deem it appropriate to do so.
The Sponsorship Rights are personal to you and we are not obliged to provide the Sponsorship Rights (or any part of them) to any other entity or person.
We own all Commercial Rights.
In consideration of the payment of the fees relating to Sponsorship Rights, we license to you the Sponsorship Rights for use by you in accordance with the terms of the Contract.
You must not exercise the Sponsorship Rights other than as permitted by the Contract without our prior written approval.
In your exercise of the Sponsorship Rights, you must not knowingly or recklessly infringe the proprietary rights, including the intellectual property rights, of any third party.
You must exercise the Sponsorship Rights in conformity with the Operating Process and in accordance with the terms of the Contract.
You must not use or exploit any of the Commercial Rights (other than the Sponsorship Rights) in any way, nor will you exercise any rights or undertake any activities in which, in our reasonable opinion, suggests any endorsement of your products or services by us.
You must not engage in any joint promotional activity or otherwise exploit any of the Sponsorship Rights with or in connection with any third party, nor exercise the Sponsorship Rights in such a manner that confusion may arise in the minds of the public as to the party to which we have granted the Sponsorship Rights.
You must not do or permit anything to be done which might adversely affect our rights in or to any of the Commercial Rights or the value of the Commercial Rights.
You must ensure that the Client Materials and the executed Sponsorship Rights are not defamatory, obscene or offensive, do not cause injury, invade the privacy of, infringe or otherwise violate our rights or rights of a third party and do not put us in breach of applicable law.
You must promptly observe and comply with all reasonable instructions, directions or regulations which are reasonably issued by or on our behalf in relation to the Contract.
You acknowledge and agree that you are solely responsible for meeting all related and consequent costs relating to the Client Materials and to your exercise of the Sponsorship Rights, unless otherwise stated on the Order Form.
You represent and warrant that you have and will continue to have throughout the term of the Contract, full right, title and authority to perform the obligations imposed by the Contract, and that you own or have obtained all necessary rights, licenses, permits, consents, approvals, authorizations and permissions required to properly execute the Sponsorship Rights, including without limitation, any licenses required in respect of the performance of musical compositions and of any pre‐ recorded material featuring in and relating to the Client Materials and Sponsorship Rights.
You must deliver to us in an approved file format or configuration the Client Materials and the format, conception and layout of the Sponsorship Rights for our pre‐approval in advance of the deadline specified in the Order Form. If we believe changes are necessary to comply with the provisions of the Contract, applicable law or the Operating Process, you must make such changes forthwith and at your own expense.
Digital Share Groups Module
Where, as part of a Contract, you require Digital Share Groups to be hosted, as noted on the relevant Order Form, the following additional definitions and terms will apply to the Contract.
DSG Event
means each Digital Share Group hosted as part of the Services;
Event Materials
means any documents or other materials provided or made available to you at or in relation to a DSG Event and/or the Services;
Representative
means your representatives who attend a DSG Event or any other individual who represents you and is involved in the receipt of the Services; and
Venue
means the location where the DSG Event takes place.
You must provide materials which are in your possession or control, and any such information relating to you, which we would reasonably require to enable us to provide the Services (including to host a DSG Event), including but not limited to any artwork bearing your name or logos. You grant to us a non‐exclusive, royalty free license to reproduce such materials in order to provide the Services.
The DSG Event Materials
We grant to you a non‐exclusive, non‐transferable right to (a) use the Event Materials for Your internal business operations, including use of the Event Materials for strategic review, research and market analysis; and (b) distribute and disclose reasonable extracts from the Event Materials provided that We are credited in all publications as the source of the Event Materials. No rights in the Event Materials are assigned to you.
The Event Materials (a) are made available only for general information and are not intended to address particular requirements or your interests; (b) are provided on an “as is” basis without guarantee of accuracy or completeness; (c) do not constitute any form of advice, recommendation or arrangement by us; and (d) You must not rely upon the Event Materials when making (or refraining from making) any specific investment or other decision.
The DSG Events
You must ensure that your representatives attending a DSG Event must (a) comply with all security, health and safety and all other instructions as directed to it by us and/or the owner of the Venue; and (b) not cause any damage to the Venue.
You acknowledge that the date and/or time of a DSG Event and/or the location of the Venue may need to be changed for reasons outside of our control. In such circumstances, we will promptly contact you with the new date, time and/or Venue as the case may be and the provisions of these Terms shall continue to apply.
You hereby provide your consent and must procure the consent of your representatives at the DSG Event and any third parties you may involve to any sound and/or video recording and/or photographs to be taken by or on our behalf, and to the streaming of any such recording and/or the publication of any such photographs on any platform and/or media.
Data Protection
You agree that all personal data of your Representatives may be shared with other organisations who attend a DSG Event. Accordingly, you may receive personal data of representatives of other organisations who attend an Event. You must (a) only make contact outside of a DSG Event with another individual who attends a DSG Event with that individual’s express consent; (b) process personal data of such other individual in compliance with the data protection laws and in a manner that ensures appropriate security of the personal data; and (c) delete personal data of such individual if requested to do so or if you are notified that the individual is no longer participating in DSG Events.
EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY REGARDING SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT OR REPRESENT THAT ANY RESULT OR OBJECTIVE SHALL BE ACHIEVED, BE ACHIEVABLE OR BE ATTAINED WHATSOEVER BY THE SERVICES (INCLUDING AN EVENT), NOR THAT ANY INDIVIDUAL GUEST OR ANY PARTICULAR NUMBER OF GUESTS WILL ATTEND A DSG EVENT.
API Module
Where, as part of a Contract, we provide Services which involve the provision of an Application Program Interface (‘API’), as noted on the relevant Order Form, the following additional terms will apply to the Contract.
We will supply you with a single API access key on the Start Date.
You will only give access to the API to your employees who need access for technical integration purposes and not to any other employees. You will not give access to the API to any third parties. You will keep a written list of those of your employees who have access to the API from time to time (your ‘API Users’), and you must provide us with a copy of this list if we request it. You must make sure that the API Users use the API in accordance with the terms of the Contract. You are responsible for any breach of the Contract by an API User.
You agree that you will use the Services accessed via the API as is expressly specified in the relevant Order Form.
You will permit us to audit your business operations in order to ensure compliance with the Contract. An audit may be conducted no more than once every six months on reasonable prior written notice and in such a manner as not to interfere substantially with your normal business operations.
In respect of the API we make the same disclaimers and exclusions, and you are bound by the same usage restrictions, as are set out in the Digital Services Module.