International Labmate Limited: Terms and Conditions for Delegates

The Delegate’s attention is particularly drawn to the provisions of clause 8 (Limitation of Liability) and clause 11 (Changes to an Event)

• 1. INTERPRETATION
• THE FOLLOWING DEFINITIONS AND RULES OF INTERPRETATION APPLY IN THESE CONDITIONS.
• 1.1 Definitions:
• Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
• Charges: the charges (if any) payable by the Delegate for the supply of the Services in accordance with clause 5 (Charges and payment).
• Commencement Date: has the meaning given in clause 2.2.
• Conditions: these terms and conditions as amended from time to time in accordance with clause 12.5.
• Contract: the contract between ILM and the Delegate for the supply of Services in accordance with these Conditions.
• Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures: as defined in the Data Protection Legislation.
• Data Controller: has the meaning set out in the Data Protection Act 2018.
• Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
• Delegate: The attendee of the Exhibition or Seminar who is named as such in the Proposal.
• Delegate Default: has the meaning set out in clause 4.2.
• Deliverables: the deliverables (if any) set out in the Proposal which are produced by ILM for the Delegate.
• Event: An Exhibition or a Seminar, as confirmed in the Proposal.
• Exhibition: An exhibition (whether real or virtual) organised by ILM for the benefit of Sponsors and Delegates.
• ILM: International Labmate Limited, registered company number 05818810 whose registered office is at Oak Court Business Centre, Sandridge Park Porters Wood, St Albans, Hertfordshire AL3 6PH
• Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
• Proposal: ILM’s written proposal for the supply of Services to the Delegate (which may be online).
• Seminar: An e-learning seminar organised by ILM for the benefit of Sponsors and Delegates.
• Services: the organisation of Events, including any Deliverables, by ILM for the benefit of Delegates and Sponsors as set out in the Proposal.
• Sponsor: a party who sponsors and/ or organises a stand at an Exhibition and a party who sponsors and/ or organises the presentation of a Seminar.
• Sponsor Materials: all materials, equipment, documents and other items provided to the Delegate by or on behalf of a Sponsor.
• UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
• 1.2 Interpretation:
1. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
2. Any words following the terms including, include or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
3. A reference to writing or written includes emails but not faxes.
• 2. BASIS OF CONTRACT
• 2.1 The Proposal constitutes an offer by ILM to supply Services in accordance with these Conditions.
• 2.2 The Proposal shall be deemed accepted when the Delegate issues written acceptance of the Proposal at which point and on which date the Contract shall come into existence and, unless otherwise stated in a Proposal, the Contract will commence upon that date (Commencement Date). If such written acceptance is not issued, but ILM and the Delegate act in accordance with the terms of the Proposal, the Delegate will be deemed to have accepted that the Proposal, including these Conditions, represent the Contract to the exclusion of any other terms.
• 2.3 Any samples, drawings, descriptive matter or advertising issued by ILM and any descriptions of the Services contained on ILM’s websites 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.
• 2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Delegate notifies to ILM by any method, or otherwise seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
• 2.5 Any Proposal issued by ILM is open for acceptance within a period of 20 Business Days from its date of issue.
• 2.6 If there is an inconsistency between any of the provisions of these Conditions and the provisions of a Proposal the provisions of the Proposal (including any special conditions set out therein) shall prevail.
• 2.7 Notwithstanding any other provision of this clause 2, where a Delegate accepts a Proposal online by ticking 'agree' on ILM’s (or any other service provider’s) website, the Delegate accepts ILM’s written Proposal as if written acceptance had been provided by the Delegate in accordance with clause 2.2.
• 3. SUPPLY OF SERVICES
• 3.1 ILM shall supply the Services to the Delegate in accordance with the Proposal in all material respects.
• 3.2 ILM shall use all reasonable endeavours to meet any performance dates specified in the Proposal, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
• 3.3 ILM reserves the right to amend the specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and ILM shall notify the Delegate in any such event.
• 3.4 ILM warrants to the Delegate that the Services will be provided using reasonable care and skill.
• 4. DELEGATE’S OBLIGATIONS
• 4.1 The Delegate shall:
1. ensure that the terms of the Proposal and any information it provides in the Proposal are complete and accurate;
2. co-operate with ILM in all matters relating to the Services;
3. provide ILM with such information and materials as ILM may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
4. comply with all applicable laws, including health and safety laws; and
5. comply with any additional obligations as set out in the Proposal.
• 4.2 If ILM’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Delegate or failure by the Delegate to perform any relevant obligation (Delegate Default):
1. without limiting or affecting any other right or remedy available to it, ILM shall have the right to suspend performance of the Services until the Delegate remedies the Delegate Default, and to rely on the Delegate Default to relieve it from the performance of any of its obligations in each case to the extent the Delegate Default prevents or delays ILM’s performance of any of its obligations;
2. ILM shall not be liable for any costs or losses sustained or incurred by the Delegate arising directly or indirectly from ILM’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
3. the Delegate shall reimburse ILM on written demand for any costs or losses sustained or incurred by ILM arising directly or indirectly from the Delegate Default.
• 5. CHARGES AND PAYMENT
• 5.1 The Charges for the Services shall be as set out in the Proposal.
• 5.2 ILM shall invoice the Delegate in accordance with the Proposal.
• 5.3 Unless otherwise stated within the Proposal, the Delegate shall pay each invoice submitted by ILM:
1. within five days of the date of the invoice; and
2. in full and in cleared funds to a bank account nominated in writing by ILM, and time for payment shall be of the essence of the Contract.
• 5.4 All amounts payable by the Delegate under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by ILM to the Delegate, the Delegate shall, on receipt of a valid VAT invoice from ILM, pay to ILM 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.
• 5.5 If the Delegate fails to make a payment due to ILM under the Contract by the due date, then, without limiting ILM’s remedies under clause 9, the Delegate shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.5 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
• 5.6 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
• 6. INTELLECTUAL PROPERTY RIGHTS
• 6.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than any Sponsor Materials) shall be owned by ILM.
• 6.2 ILM grants to the Delegate, or shall procure the direct grant to the Delegate of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the Deliverables (excluding Sponsor Materials) for the purpose of receiving and using the Services and the Deliverables in its business.
• 6.3 The Delegate shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.
• 7. DATA PROTECTION
• 7.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this clause 7, Applicable Laws means (for so long as and to the extent that they apply to the parties) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
• 7.2 Without prejudice to the generality of clause 7.1, the Delegate acknowledges that ILM may pass on its data to Sponsors strictly for the purposes of running the Event to which the Services relates. ILM shall require in its terms of business with such Sponsor that any such data is used by the Sponsor solely within the scope of assisting in the provision of Services to the Delegate at the Event and within the scope of any freely given, specific, informed and unambiguous opt-in consent given by the Delegate.
• 8. LIABILITY AND INDEMNITY: THE SPONSOR’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
• 8.1 The restrictions on liability in this clause 8 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
• 8.2 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
• 8.3 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation; or
3. breach of the terms implied by section 2 of the Supply of Services and Services Act 1982 (title and quiet possession).
• 8.4 Subject to clause 8.3, ILM total liability to the Delegate shall not exceed the higher of:
1. The Charges payable in respect of the Contract; or
2. The sum of £50,000.
• 8.5 This clause 8.5 sets out specific heads of excluded loss:
1. Subject to clause 8.1, the types of loss listed in clause 8.5(b) are wholly excluded by the parties.
2. The following types of loss are wholly excluded:
1. loss of profits
2. loss of sales or business.
3. loss of agreements or contracts.
4. loss of anticipated savings.
5. loss of use or corruption of software, data or information.
6. loss of or damage to goodwill; and
7. Indirect or consequential loss.
• 8.6 ILM has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Services and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
• 8.7 The Delegate accepts that neither ILM nor any third party provides any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of any information and materials (including, without limitation, Sponsor Materials and including both real and virtual resources) found or offered at an Event for any particular purpose. The Delegate accepts that such information and materials may contain inaccuracies or errors and that ILM’s liability for any such inaccuracies or errors to the fullest extent permitted by law. The use of any such information or materials by the Delegate is entirely at the Delegate’s own risk, for which ILM shall not be liable. It shall be the Delegate’s own responsibility to ensure that any products, services or information available at an Event meet with the Delegate’s specific requirements.
• 8.8 This clause 8 shall survive termination of the Contract.
• 9. TERMINATION
• 9.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so.
• 9.2 Without affecting any other right or remedy available to it, ILM may terminate the Contract with immediate effect by giving written notice to the Delegate or may suspend the supply of Services under the Contract or any other contract between the Delegate and ILM if the Delegate fails to pay any amount due under the Contract on the due date for payment.
• 10. CONSEQUENCES OF TERMINATION
• 10.1 On termination of the Contract:
1. the Delegate shall immediately pay to ILM all of ILM’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, ILM shall submit an invoice, which shall be payable by the Delegate immediately on receipt;
2. the Delegate shall return all ILM property and any Deliverables which have not been fully paid for.
• 10.2 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
• 10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
• 11. CHANGES TO AN EVENT
• 11.1 Details regarding the Delegate’s right to cancel and any refund of Charges which will be payable (if any) are set out in the Proposal (such provisions to apply where a Delegate chooses to withdraw from an Event which ILM has not postponed in accordance with clause 11.2).
• 11.2 If, in ILM’s sole opinion, the country or location of an Event becomes (or, in ILM’s sole opinion, is likely to become prior to the time of the Event) unsuitable for hosting an Event due to an event beyond the reasonable control of both parties (including, but not limited to political tension, war, earthquake, typhoon, adverse weather, strike, fires, floods, terrorism, pandemics, acts of god and any natural disaster), ILM reserves the right to postpone the Event and reschedule it for a later date (and, if appropriate, to postpone the rescheduled Event and further reschedule this). ILM, at its sole discretion, may seek to change the location of the Event (instead of the date) where such location is within a reasonable proximity of the original location. The rights of the Delegate shall transfer to the rescheduled Event in each case. All content and topics at any Event are subject to change at any time without notice.
• 11.3 ILM will not be responsible for any cancellation charges incurred by the Delegate in relation to flights, accommodation and any other costs which the Delegate may incurred in respect of an Event (whether or not this has been postponed).
• 12. GENERAL
• 12.1 Force majeure. Subject always to the provisions of clause 11, neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
• 12.2 Assignment and other dealings.
1. ILM may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
2. The Delegate shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of ILM.
• 12.3 Confidentiality.
1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.3(b).
2. Each party may disclose the other party’s confidential information:
1. to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 12.3; and
2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
• 12.4 Entire agreement.
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.
2. Each party acknowledges 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. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
3. Nothing in this clause shall limit or exclude any liability for fraud.
• 12.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
• 12.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
• 12.7 Severance. If any provision or part-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 provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
• 12.8 Notices.
1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number or sent by email to the address specified in As notified
2. Any notice or other communication shall be deemed to have been received:
1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
2. if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or
3. if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 12.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
• 12.9 Third party rights.
1. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
• 12.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
• 12.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.