SOLUTION PARTNERS AGREEMENT
1. Breadth of Agreement
1.1 These terms and conditions (“Terms”), together with the registration form submitted by you (“Booking”), outline the “Agreement” between you, the Solution Partner, and us, GB Intelligence Ltd pertaining to your participation at the Event and associated package.
2.1 Solution Partner representatives may participate in the conference and focus group sessions arranged by GB Intelligence Ltd. Solution Partner participation in conference sessions is limited to those sessions where solution provider is the speaker, keynote sessions and general breakout networking sessions.
2.2 Solution Partner will complete and return to GB Intelligence Ltd all necessary event-related documentation as required for organisation of the one-to-one meetings and the effective running of the event and community participation.
2.3 Solution Partner Representatives will attend the organised agenda and meetings as pre-arranged by GB Intelligence Ltd and communicated to the Solution Partner.
2.4 GB Intelligence Ltd will not be liable to Solution Partner for any change in the number or identity of attendees.
2.5 Subscription Period: The period in respect of which a Subscription Fee is payable for the Services.
2.6 You will take reasonable steps to ensure that nobody other than Authorised Users accesses the Materials or Services using accounts created with your username and password, including without limitation taking all necessary steps to ensure that no part of the Materials or Services is accessible to an Authorised User after his or her employment by You ends. You will be required to co-operate with Our reasonable requirements from time to time in this regard.
2.6 You acknowledge and agree that we and our licensors own all intellectual property rights in the Materials. Except as expressly stated to the contrary, this Agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Materials or any related documentation.
2.7 You are responsible for configuring your information technology, computer programs and platform in order to access the Services. Notwithstanding clause 3.1, you should use your own virus protection software.
2.8 In the event that You are unable to access the Digital Materials for a period exceeding 48 hours’ duration You must inform Us no later than 7 days thereafter. We are unable to accept any liability in respect of loss and damage arising from any failure to comply with the foregoing requirement.
2.9 We reserve the right to suspend provision of the Services in the event that you fail to make payment of the Subscription or Event Fee in accordance with the relevant invoice. In the event such right is exercised provision of the Services shall be restored on our receipt of full payment of the outstanding Subscription or Event Fee.
3. Our Obligations
3.0 We warrant that you will not infringe any third party intellectual property rights by using the Materials.
3.1 We will take reasonable steps to ensure that any data files we supply to you as part of the Service are virus-free.
3.2 We will use our best endeavours to ensure that Subscriber Data is maintained securely and is properly backed-up. In the event of any loss or damage to Subscriber Data, your sole and exclusive remedy shall be that we use our best endeavours to restore the lost or damaged Subscriber Data from the latest back up of such Subscriber Data. We shall not be responsible for any loss, destruction, alteration or disclosure of Subscriber Data caused by any third party (except those third parties sub-contracted by us to perform services related to Subscriber Data maintenance and back-up).
3.3 We will use all reasonable endeavours to ensure that the Services are provided continuously and that access to our website is not interrupted by any event within our control. We will notify you in advance of planned downtime, which, if reasonably practicable, will be scheduled outside normal United Kingdom business hours.
4. Advertising Materials
4.1 GB intelligence reserves the right within its discretion to reject or remove from its Site(s) any Ads or Content where the Advertising Materials or the site to which the Ad is linked do not comply with its Policies, or that in GB Intelligence’s sole reasonable judgment, do not comply with any applicable law, regulation or other judicial or administrative order. In addition, Incisive reserves the right within its discretion to reject or remove from its Site(s) any Ads or Content where the Advertising Materials or the site to which the Ad or Content is linked are or may tend to bring disparagement, ridicule, or scorn upon Incisive or any of its Affiliates.9.4 If Advertising Materials provided by the Client are damaged, not to GB intelligence specifications, or otherwise unacceptable, GB Intelligence will use reasonable endeavours to notify the Client within 5 business days of its receipt of such Advertising Materials.
4.2 GB Intelligence shall at all times retain all right, title and interest in any intellectual property rights in advertising copy produced on behalf of the Client by GB Intelligence.
4.3 The parties will not use the other’s trade name, trademarks, logos or Ads in a public announcement (including, but not limited to, through any press release) regarding the existence or content of these Terms and Conditions without the other’s prior written approval.
5.1 This clause sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:
(a) Any breach of this agreement;
(b) Any use made by you of the Services or any part of them; and
(c) Any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with this agreement.
5.2 Except as expressly and specifically provided in this agreement all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.
5.3 Nothing in this agreement excludes our liability:
(a) For death or personal injury caused by our negligence; or
(b) For fraud or fraudulent misrepresentation.
5.4 Subject to clause 5.3 above:
(a) we shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising; and
(b) our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the price paid for the Services during the 12 months preceding the date on which the claim arose.
5.5 Under this clause, our liability includes that of any Affiliate and our and their respective agents, employees and sub-contractors, you includes any other party claiming through you and loss or damage includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the Services, whether under this Agreement or other agreement or in consequence of any misrepresentation, misstatement or tortious act or omission, including negligence.
5.6 We shall have no liability to you under this Agreement if we are prevented from or delayed in performing our obligations or from carrying on business by acts, events, omissions or accidents beyond our reasonable control, including without limitation default of sub-contractors, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or communications 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 or storm.
5.7 You and we will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
6. Limitation of Liability
6.1 Excluding Agency’s, Advertiser’s, and Media Company’s respective obligations under Section X, damages that result from a breach of Section XII, or intentional misconduct by Agency, Advertiser, or Media Company, in no event will any party be liable for any consequential, indirect, incidental, punitive, special, or exemplary damages whatsoever, including, but not limited to, damages for loss of profits, business interruption, loss of information, and the like, incurred by another party arising out of an IO, even if such party has been advised of the possibility of such damages.
7.1 All payments shall be payable to GB Intelligence Ltd in full prior to the event.
7.2 The Solution Partner will pay to GB Intelligence Ltd the full amount of the Total Fee plus VAT within 30 days of date of the Agreement by way of Credit Card (2% fee) or Direct Bank Transfer to GB Intelligence Ltd’s account.
7.3 Payments in GBP:
GB Intelligence Ltd
Barclays Bank plc
Sort code: 20-60-58
Account number: 43965171
SWIFT: BARC GB22
IBAN: GB53 BARC 20605843965171
Payments in USD (on request via finance department):
GB Intelligence Ltd
Barclays Bank plc
Account number: 56378511
Sort Code: 20-60-58
Swift Code: BARC GB 22
IBAN Number: GB93BARC20605856378511
7.4 GB Intelligence Ltd reserves the right to withhold any information relating to the Event and/or refuse the Solution Partner and the Solution Partner Representatives entry to the event unless and until all fees due in respect of that Solution Partner‘s attendance at the Event have been paid in full.
8. Amendments, Postponement or Cancellations by GB Intelligence Ltd
8.1 If Event is cancelled or postponed by GB Intelligence Ltd due to events or circumstances beyond its reasonable control (including without limitation Acts of God, flood, failure of any material supplier to the Event, unforeseen occurrence, cancellation by the Venue or other emergency), GB Intelligence Ltd will reschedule Event and the Solution Partner will be transferred to the appropriate re-scheduled event (within 12 months).
8.2 GB Intelligence Ltd will strive to adhere to the communicated Dialogue event programme but reserves the right to alter the event structure (i.e. location, venue, date, format and features etc). For the avoidance of doubt this includes switching physical event and digital event formats and features.
9.1 If Solution Partner decides to cancel this Agreement or its participation at the Event, Solution Partner shall notify GB Intelligence Ltd in writing with as much due notice as is possible. Following such cancellation Solution Partner will be liable to GB Intelligence Ltd as follows:
9.1.1 Cancellation notice received by GB Intelligence Ltd more than 3 months prior to Event start Date – 50% of Total Fee (plus VAT) retained by/owed to GB Intelligence Ltd
9.1.2 Cancellation within 3 months of Event start date – Total Fee plus VAT retained by/owed to GB Intelligence Ltd
9.2 GB Intelligence Ltd reserves the right to withhold any information relating to the event and/or to refuse the Solution Partner’s representatives entry to the event until all fees due in respect of that Solution Partner’s attendance have been paid in full.
9.3 If any fees due to GB Intelligence Ltd are not paid by the date of the Event, GB Intelligence Ltd shall be entitled to retain any payment which it has received.
9.4 On termination of this agreement for any reason:
(a) All licences granted under this agreement shall immediately terminate;
(b) Subject to the exceptions in this sub-clause, you will take reasonable steps to delete the Materials from your electronic media, including your intranet and electronic storage devices so that you no longer have an electronically functional copy of any part of the Materials. You are not required to delete or destroy printouts containing Materials that were made prior to termination, or copies of such printouts;
(c) We may destroy or otherwise dispose of any of the Subscriber Data in our possession unless we receive, no later than ten days after the effective date of the termination or expiry of this agreement, a written request for the delivery to you of a print-out of the then most recent back-up of the Subscriber Data. We shall use reasonable endeavours to deliver the print-out to you within 30 days of receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by us in delivering such print-out; and
Additionally, if Agency or Advertiser breaches its obligations by violating the same Policy three times (and such Policy was provided to Agency or Advertiser) and receives timely notice of each such breach, even if Agency or Advertiser cures such breaches, then Media Company may terminate the contract or placements associated with such breach upon written notice.
10.1 This Agreement is binding upon acknowledgment by GB Intelligence Ltd of acceptance of the Booking submitted by the Solution Partner.
10.2 These terms are governed by English Law and the parties agree to submit to the jurisdiction of the courts of England.
10.3 GB Intelligence Ltd is a company registered in England and Wales (company number 9838287) whose registered office is located at: 8-10 Griffin Street, Newport NP20 1GL.