Executive Grapevine International Ltd

General Terms & Conditions to be read in conjunction with T&Cs for Data Licences/Subscriptions and/or Event Sponsorship T’s & C’s

In using our services you are agreeing to the following terms and conditions:

1. DEFINITIONS AND INTERPRETATION

‘Conditions’ means the terms and conditions set out in this document;

‘EGIL’ means Executive Grapevine International Ltd company number 2789779 with registered office at Rosanne House, Parkway, Welwyn Garden City AL8 6HG;

‘Buyer’ means the individual firm, company or other party with whom EGIL contracts;

‘Order Form’ means a written or emailed Order Form sent to the Buyer by EGIL setting out the Services;

‘Contract’ means the legally binding agreement between EGIL and the Buyer arising out of the Buyer's signed Order Form

‘Goods’ means any goods supplied by EGIL in connection with the Services; ‘Services’ means the services specified in the Order Form;

‘Agent’ means any individual, company or organisation working on behalf of or alongside EGIL or the Buyer.

‘Database’ means the EGIL databases as created and from time to time modified, enhanced or edited by EGIL and to which you have access under this Agreement

‘Data controller’ shall have the same meaning as under the UK Data Protection Act 2018.

‘Data Protection Legislation’ means the UK Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations, as amended from time to time, and all other applicable privacy and data protection laws and regulations, as well as any guidance and/or codes of practice issued from time to time by the Information Commissioner.

‘IPRs’ means all present and future copyright, moral rights, database rights, trade mark rights, trade secrets and all related rights and neighbouring rights and any other intellectual property rights of whatsoever nature throughout the world whether or not registered or capable of registration including all renewals and/or extensions thereof.

‘Marks’ means all trade marks, service marks, trade names, logos and other branding (whether registered or not) of EGIL or its licensors.

‘Personal Data’ shall have the same meaning as under the UK Data Protection Act 2018.

‘Data’ means any database, list or portion of data that is leased by EGIL to the Buyer.

2. PRICE AND PAYMENT

(a) The Buyer will pay for the Products and Services at the times and in the manner specified in the Order Form.

(b) If no such provision is made in the Order Form, the Buyer will pay any invoice rendered by EGIL in full within 14 days of the invoice date. The Buyer shall not be entitled to make any deduction from any payment due to EGIL in respect of any set-off or counter-claim. Agencies and List brokers may apply for a % commission, which will be agreed at the time of booking. We do not automatically apply this discount and it cannot be retrospectively applied.

(d) EGIL reserves the right to correct prices and invoices where typographical, clerical or other errors have been made in the Order Form or in any invoice or in any quotation.

(e) All prices charged by EGIL are subject to the addition of Value Added Tax at the prevailing rate where appropriate.

(f) Orders under £500 from buyers inside the UK and all orders from buyers outside the UK must be supplied with credit card details. EGIL accept Visa, MasterCard, Amex and most debit cards including Switch/Maestro and Electron.

(g) Payment via the website can be made by debit or credit card. EGIL can accept Visa, MasterCard and Switch/ Maestro. EGIL uses Sagepay, a recognised online credit payment agency who has secure server software encryption to keep the payment transaction private and protected. EGIL has no access to personal credit card details and reserves the right to contact either Sagepay or our merchant service provider to verify your authenticity as a customer. You may be asked to provide further details for us to check you are a valid user.

(h) Without prejudice to any other rights of EGIL reserves the right to charge interest on overdue amounts (under this clause or any other clause) from the date on which payment thereof was due, to the date on which it is made (whether before or after judgement) on a daily basis at a rate of 4 % per annum over the base rate from time to time of HSBC Bank Plc. EGIL will invoice for the charge once the original invoice is paid, or in the event of the matter going to court, will add it to the sum claimed in court.

(i) Non-payment to EGIL by the date specified in the Conditions shall be deemed a breach of Contract. The Buyer shall be responsible for any and all costs and expenses, included but not limited to legal fees and court costs incurred by EGIL in conjunction with the collection of any monies due hereunder.

(j) In circumstances where the execution of a service extends over a period of one month, EGIL will, if it considers appropriate, invoice all the Services carried out by EGIL monthly or at such times as may be agreed with the Buyer and all such charges will be payable forthwith, in full.

(k) The Buyer may be required to pay charges and fees by third parties (for example, telecommunications operators) in order to access and use the Service and it is the responsibility of the Buyer to pay such charges and fees.

(l) If at any time before or during the term of this Agreement you fail to meet the standard of credit worthiness deemed acceptable by EGIL from time to time, EGIL shall be entitled:

(i) To require you to make such regular instalment payments in advance on account of any future charges as EGIL shall deem necessary:

(ii) To impose credit limits on you in respect of charges and to suspend the Service at any time when such limits are reached until payments in full of such outstanding charges has been reached:

(iii) To impose such other measures on your right to use the Service as EGIL shall reasonably deem necessary.

3. TERMINATION, CANCELLATIONS & REFUNDS

(a) Without prejudice to any other rights or remedies EGIL may have, EGIL may terminate the Contract and any other contract between the Buyer and EGIL immediately by notice in writing if the Buyer breaches any provision of the Contract which cannot be remedied to the satisfaction of EGIL within 7 days of EGIL serving notice of the breach and the remedy required or if the Buyer goes into liquidation, or, in the case of an individual or a firm, becomes bankrupt, makes a voluntary arrangement with his creditors or has a receiver or administrator appointed.

(b) Upon termination of the Contract EGIL shall be entitled to invoice the Buyer for any costs incurred in connection with the Contract(s) terminated and the amount invoiced shall be immediately due and owing.

(c) If EGIL is in receipt of a signed Order Form for Goods or Services from the Buyer, the Buyer is then unable to cancel the order and full payment for the data is due. This includes, but is not limited to all print and electronic advertising, sponsorship packages, delegate tickets, database licenses, solus email and lead generation campaigns and list rental.

(d) CONSUMER PROTECTION (DISTANCE SELLING) REGULATIONS 2000 We draw buyers attention to paragraph 13 of the Consumer Protection (Distance Selling) Regulations 2000, Exceptions to the Right to Cancel, Subsection C which refers to goods made to customer specification and includes any form of personalised electronic data purchased from EGIL. Once confirmed these orders may not be cancelled. EGIL does not give refunds or credit notes on these products.

(e) EGIL does not give refunds on advertising bookings. The acceptance of advertising is in no way linked to any profile information carried in any EGIL directories.

(f) Once EGIL have confirmed an order, Delegate tickets cannot be cancelled. You are entitled to substitute any delegate up to 3 days prior to the event. If you are unable to find a substitute the fee will remain payable. Delegate bookings are non-refundable.

(g) Any termination of this Agreement is without prejudice to any other rights or remedies a party may be entitled to under this Agreement or at law and shall not affect any accrued rights or liabilities of either party. Termination of this Agreement shall not relieve the Buyer of its obligation to pay EGIL any outstanding fees

(h) In any circumstances where EGIL is entitled to terminate this Agreement, including occasions when the Buyer fails to pay outstanding fees due, EGIL may elect by written notice to suspend its provision of the Service to the Buyer without any liability and without any suspension of the Buyer’s payment obligations, until such time as EGIL is satisfied that the breach is remedied or until EGIL elects to exercise its right to terminate the Agreement.

4. TERMINATION OF DATA SUBSCRIPTIONS

On the termination or expiry of this Agreement the Buyer’s and its Users’ rights to receive the Service shall immediately cease and the Buyer shall notify its Users that they are no longer entitled to access or use the Service. Buyers are reminded that ownership of the data set remains with EGIL at all times and does not transfer to the buyer at the end of the period. The Buyer shall delete all copies of contents of the Database and return or destroy (as instructed by EGIL) all files, materials and documents supplied by EGIL before and during the Term. Use of any data after the termination date will be considered an ‘unauthorised breach’ and incur a penalty charge. Buyers should ensure that data is adequately marked up in such a way as to allow its easy removal in a timely fashion.

For More Details on the Termination Process please see Ts&Cs appropriate to GDPR for Data Licences

5. TERMINATION OF DATA LIST RENTALS

(a) On the expiry (usually six months from signing) of this Agreement the Buyer’s and its Users’ rights to use the data list shall immediately cease and the Buyer shall notify its Users that they are no longer entitled to access or use the list. Buyers are reminded that ownership of the data set remains with EGIL at all times and does not transfer to the buyer at the end of the period. The Buyer shall delete all copies of contents of the Database and return or destroy (as instructed by EGIL) all files, materials and documents supplied by EGIL before and during the Term. Use of any data after the termination date will be considered an ‘unauthorised breach’ and incur a penalty charge. Buyers should ensure that data is adequately marked up in such a way as to allow its easy removal in a timely fashion.

For More Details on the Termination Process please see Ts&Cs appropriate to GDPR for Data Licences

6. EGIL'S OBLIGATIONS

EGIL:

(a) will provide the Products and Services subject to these Conditions in a good and professional manner and in accordance in all respects with the Contract.

(b) will endeavour to perform the Services by such date as set in the Contract but time shall not be the essence of the Contract.

7. WARRANTY AND LIMITATION OF LIABILITY

(a) Each party warrants and represents to the other that it has the full power and authority to enter into this Agreement.

(b) EGIL makes no warranties, guarantees, promises or representations, either express, implied, oral, written or otherwise, except as expressly set forth in this Contract. EGIL does not make any warranty guarantee, promise or representation, express, implied, oral, written or otherwise, as to the results and or potential success of any marketing activity or advertising campaign.

(c) Subject to clauses above, all conditions, warranties and representations (unless fraudulent) expressed or implied by statute, common law or otherwise in relation to the Goods and the Services provided hereunder, with the exception of liability for death or personal injury caused by the negligence or breach of statutory duty of EGIL, are hereby excluded and EGIL shall be under no liability to the Buyer for: any costs or expenses; any loss of profit, business, contracts, revenue or anticipated savings; or any special, indirect or consequential loss of any nature suffered by the Buyer arising directly or indirectly out of the provision of the Services or the Goods by EGIL, its employees, its sub-contractors or its agents or any defect in the Services or the Goods.

(d) Notwithstanding the provisions of clauses above, where any matter gives rise to a claim against EGIL its liability shall be limited to a sum no greater than the price paid by the Buyer under the Contract.

(e) EGIL shall not have any liability to the Buyer to the extent such liability arises as a result of a breach of this Agreement by the Buyer or a breach of any user terms by a User.

(f) The Buyer agrees that the limitations and restrictions on liability in this Agreement are reasonable taking into account all of the circumstances in which it is entered into and that they represent terms forming part of a negotiated agreement.

8. FORCE MAJEURE

(a) EGIL shall not be liable for any loss suffered or incurred by the Buyer as a result of EGIL being unable to perform the Contract by reason of any act of God, war, lockout, strike, fire, explosion, flood, fog, bad weather, power failure, failure of telecommunication lines, delay in transit, postal delay, failure or breakdown of plant or machinery, theft, malicious damage, riot or any other unexpected or exceptional cause or circumstance beyond EGIL’s reasonable control, in which case EGIL shall be entitled to cancel the Contract or delay the performance thereof for as long as reasonably necessary.

9. THIRD PARTY INTELLECTUAL PROPERTY RIGHTS

(a) EGIL and the Buyer each undertake and agree to indemnify the other for any expense, damage or loss suffered as a result of any claims or proceedings against the other, regarding the infringement or the alleged infringement of any intellectual property rights owned by a third party, resulting from the use of any data or design or artwork or other materials or items supplied by that party, including Input Material, in connection with the Services.

10. GENERAL

(a) This Agreement does not confer any exclusive rights on the Buyer.

(b) No provision of this Agreement may be amended, modified, discharged or terminated other than by the express written agreement of the parties.

(c) No failure or delay by either party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise by either party of any right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege.

(d) Any notice, consent or other communication required to be given hereunder shall be made in writing and shall be delivered by hand, sent by first class post or email to the other party and shall be deemed to have been received (if delivered) at the time of the delivery or (if sent by post) 48 hours after posting. Any such communication made by EGIL shall be sent to the address of the Buyer shown on the Order Form. Any such communication made by the Buyer shall be sent to EGIL, Rosanne House, Parkway, Welwyn Garden City AL8 6HG.

(e) Nothing in this Agreement will be deemed to create a partnership, agency or joint venture between the parties.

(f) The Buyer agrees to indemnify and hold EGIL harmless from any liability arising out of the Buyer’s Input Material and any liability incurred indirectly or directly by EGIL in connection with any breach of the Contract by the Buyer.

(g) This Agreement constitutes the entire agreement between the parties as to the subject matter hereof and supersedes all previous communications, representations and arrangements, either written or oral, and each party hereby acknowledges that no reliance is placed on any representation made by the other party before the Agreement date but not embodied in this Agreement.

(h) If any provisions of this Agreement shall be held illegal or unenforceable by a court of competent jurisdiction then such provisions shall be severed and the remainder of this Agreement shall remain in full force and effect unless the business purpose of this Agreement is substantially frustrated thereby in which case this Agreement shall automatically terminate.

(i) This Agreement may not be assigned, licensed, sub-licensed or otherwise transferred by the Buyer without the prior written consent of EGIL.

(j) No term of this Agreement shall be enforceable by a third party (including any User).

(k) EGIL reserves the right to take matters relating to non-payment of invoices and similar cases to the County Court. Any dispute arising under or in connection with the Conditions or the provision of the Services or Goods which EGIL deems to be more appropriate to be dealt with by other means shall be referred to arbitration by a single arbitrator appointed by agreement or, in default, nominated on the application of either party by the President for the time being of the Law Society for England and Wales.

(l)The Conditions and any Contract to which they apply shall be interpreted and construed under English law and the Buyer hereby agrees to submit to the non-exclusive jurisdiction of the Supreme Court of Justice in England.

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