Subscription Agreement – Terms and Conditions

1. Definitions and Interpretation
   1. In this Agreement (unless the context requires otherwise) the following terms shall have the following meanings:

2. In this Agreement: (a) clause, schedule and paragraph headings shall not affect the interpretation of this Agreement; (b) unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular; (c) a reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement; and (d) a reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.

2. Subscription
   1. Subject to the Customer purchasing sufficient Usage Rights in accordance with clause 3 and subject to the other terms and conditions of this Agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit Authorised Users to use the Service during the Subscription Term solely for the purpose of arranging, administering and delivering Events connected with the Customer’s own business.
3. Usage Rights
   1. The Customer acknowledges and agrees that the Order Form may stipulate limits on the Customer’s rights to use the Service or other conditions or parameters affecting its use of the Service (“Usage Rights“), including (without limitation) the following: (a) limits on the number of Events which the Customer may deliver; (b) limits on the number of Admin Users the Customer may permit to use the Service; and/ or (c) limits on the number of Participants the Customer may permit to attend or participate in Events. 
   2. In relation to Usage Rights, the Customer undertakes that: (a) its use of the Service will not exceed any applicable Usage Rights; (b) it will not use the Service to put on any Events in any way which would exceed the Usage Rights; (c) it will not permit or allow any Authorised Users to use the Service in a way which exceeds the Usage Rights; (d) it will ensure that each Authorised User shall be issued with and keep a secure password for his or her use of the Services and that each Authorised User shall keep his or her password confidential; (e) it shall maintain complete and accurate records of its use of the Service including the number of Events it has delivered, as well as all Authorised Users it has permitted to use the Service and shall make such records available to the Supplier for inspection at any time.
   3. The Customer shall permit the Supplier (or the Supplier’s designated auditor) to audit the Customer’s use of the Services in order to establish whether any applicable Usage Rights have been complied with or exceeded and to ensure that the Service has been used in compliance with this Agreement more generally. Each such audit may be conducted no more than once per quarter, at the Supplier’s expense (except as provided for in clause 3.4), and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business.
   4. If any of inspection of the Customer’s records under clause 3.2 or audit under clause 3.3 reveals that the Customer has exceeded any applicable Usage Rights, or underpaid Subscription Fees due to the Supplier, or otherwise used the Service in breach of this Agreement, then without prejudice to the Supplier’s other rights, the Customer shall (as applicable) compensate the Supplier for any use of the Service which has exceeded the Usage Rights, or pay to the Supplier an amount equal to any underpayment of Subscription Fees, or remedy any other non-compliance with this Agreement (as the Supplier may reasonably require). Under such circumstances the Customer shall also reimburse the Supplier in respect of any costs it has incurred in undertaking the inspection or audit.
4. Acceptable Use
   1. The Customer agrees that it is solely responsible for any Events its organises or delivers using the Service, for any material or content shared or disseminated in connection with any of its Events and for the actions of its Authorised Users. 
   2. The Customer shall comply with all applicable laws, regulations and codes of practice in using the Service and in connection with any Event it organises or delivers. 
   3. Without prejudice to the generality of the Customer’s obligations under clause 4.1 and 4.2 above, the Customer agrees that it shall not (and shall procure that its Authorised Users shall not), in using the Service, access, store, distribute or transmit any materials or content that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) is otherwise illegal or causes damage or injury to any person or property. The Supplier reserves the right, without liability to the Customer and without prejudice to its other rights, to disable or suspend the Customer’s access to any material or content, or its use of the Service, in the event that the Supplier believes that there may have been a breach of the provisions of this clause.
5. Restrictions
   1. The Customer shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement: (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service or Software (as applicable) in any form or media or by any means; or (b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Service or Software; or (c) access or use all or any part of the Service or Software in order to build a product or service which competes with the Service and/or Software; (d) use the Service to provide services to third parties; or (e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service or Software available to any third party except the Authorised Users; or (f) introduce or permit the introduction of, any virus into the Supplier’s network and information systems.
   2. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and Software and, in the event of any such unauthorised access or use, promptly notify the Supplier.
   3. The rights granted under this Agreement are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer unless expressly agreed otherwise in writing by the Supplier.
6. Additional Usage Rights
   1. Subject to clause 6.2 and 6.3 below, the Customer may, from time to time during any Subscription Term, purchase additional Usage Rights in excess of the number set out in the Order Form and the Supplier shall then permit use of the Service in accordance with such additional Usage Rights in accordance with the provisions of this Agreement.
   2. If the Customer wishes to purchase additional Usage Rights, the Customer shall notify the Supplier in writing. The Supplier shall evaluate such request for additional Usage Rights and respond to the Customer with approval or rejection of the request and detailing any additional Subscription Fees which are payable in respect of the additional Usage Rights requested. Where the Supplier approves the request, the Supplier shall activate the additional Usage Rights as soon as reasonably practicable after approval of the Customer’s request, or with effect from any date expressly agreed between the parties. 
   3. If the Supplier approves the Customer’s request to purchase additional Usage Rights, the Customer shall, within 30 days of the date of the Supplier’s invoice, pay to the Supplier the relevant fees for such additional Usage Rights. 
7. Provision of the Service
   1. The Supplier shall, during the Subscription Term, provide the Service to the Customer on and subject to the terms of this Agreement.
   2. The Supplier shall use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for: (a) planned maintenance carried out during the maintenance window of 12.00 pm to 7.00 am UK time; and (b) unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least 6 Normal Business Hours’ notice in advance.
8. Standard Support Services
   1. The Supplier will, as part of the Service, provide the Customer with the Supplier’s standard customer support services during Normal Business Hours in accordance with the Supplier’s Support Services Policy in effect at the time that the Services are provided. The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time. 
   2. The Customer may purchase enhanced support services separately at the Supplier’s then current rates.
9. Supplier’s Obligations
   1. The Supplier undertakes to provide the Service in accordance with the terms of this Agreement and using reasonable skill and care.
   2. The undertaking at clause 9.1 shall not apply to the extent of any non-conformance which is caused by use of the Service contrary to the Supplier’s instructions, or modification or alteration of the Service by any party other than the Supplier or the Supplier’s duly authorised contractors or agents. If the Service does not conform with the foregoing undertaking, Supplier will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 9.1.
   3. The Supplier does not warrant that: (a) the Customer’s use of the Services will be uninterrupted or error-free; or (b) that the Service will meet the Customer’s requirements; or (c) the Service or Software will be free from viruses or vulnerabilities.
   4. The Supplier is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
10. Customer’s Obligations
    1. The Customer shall: (a) provide the Supplier with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by the Supplier in order to provide the Service, including but not limited to Customer Data, security access information and configuration services; (b) without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this agreement; (c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner; (d) ensure that the Authorised Users use the Service in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement; (e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Service; (f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and (g) be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
    2. The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
11. Subscription Fees and Payment
    1. The Customer shall pay the Subscription Fees to the Supplier in accordance with the Order Form and this clause 11.
    2. The Subscription Fees shall be paid on such dates and by such method as is stipulated in the Order Form or (where no particular dates or payment method is stipulated) within thirty (30) days of the date of the Supplier’s invoice therefor.
    3. Unless stated otherwise on the Order Form or agreed in writing by the Supplier: (a) all Fixed Fees shall be payable (and may be invoiced) annually in advance; and (b) all Usage Fees shall payable (and may be invoiced) at the end of each calendar month in respect of the preceding month’s usage. 
    4. Unless stated otherwise, all Subscription Fees and other amounts referred to in this Agreement: (a) shall be payable in pounds sterling; (b) are non-cancellable and non-refundable; and (c) are exclusive of value added tax, which shall be payable (and added to the Supplier’s invoice(s)) at the appropriate rate.
    5. If the Customer fails to make payment of any sum due to be paid to the Supplier under this Agreement by the due date for payment, then without prejudice to any other rights and remedies available to the Supplier: (a) the Supplier may, without liability to the Customer, disable the Customer’s access to and/ or use of the Service (or any part of it) and the Supplier shall be under no obligation to provide any or all of the Service while the outstanding amounts concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Barclays Bank PLC from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
    6. The Supplier shall be entitled to increase the Subscription Fees at the start of each Renewal Period upon giving at least 30 days’ prior notice to the Customer and this Agreement shall be deemed to have been amended accordingly.
12. Proprietary Rights
    1. The Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Service and Software. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any Intellectual Property Rights, or any other rights or licences in respect of the Service or Software.
    2. The Supplier confirms that it has all the rights in relation to the Service and the Software that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
13. Data Protection
    1. Each of the parties agree to comply with all applicable laws concerning data protection and privacy in connection with their activities under this Agreement. In particular, the Customer agrees to comply with such laws in connection with any Event it organises and delivers and in promoting any such Event.
    2. To the extent that the Supplier processes any personal data on behalf of the Customer in performing its obligations under this Agreement, the parties agree to comply with their respective obligations under the Data Processing Addendum appended to these Terms and Conditions at Annex 1. 
14. Confidentiality 
    1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that: (a) is or becomes publicly known other than through any act or omission of the receiving party; (b) was in the other party’s lawful possession before the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is independently developed by the receiving party, which independent development can be shown by written evidence.
    2. Subject to clause 14.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.
    3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
    4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by 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 14.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
    5. The Customer acknowledges that details of the Service and Software, constitute the Supplier’s Confidential Information. The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.
    6. The above provisions of this clause 14 shall survive termination of this Agreement, however arising.
15. Indemnity
    1. The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Service and/ or any Event organised or delivered by the Customer, provided that: (a) the Customer is given prompt notice of any such claim; (b) the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and (c) the Customer is given sole authority to defend or settle the claim.
    2. The Supplier shall defend the Customer against any claim that the Customer’s use of the Service in accordance with this Agreement infringes any United Kingdom Intellectual Property Rights owned by any third party (“IP Claim“), and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that: (a) the Supplier is given prompt notice of any such claim; (b) the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier’s expense; and (c) the Supplier is given sole authority to defend or settle the claim.
    3. In the defence or settlement of any IP Claim, the Supplier may: (a) procure the right for the Customer to continue using the Service; or (b) replace or modify the Service so that it becomes non-infringing; or (c) if the preceding remedies are not reasonably available, terminate this Agreement on notice to the Customer in which event that the Customer shall be entitled to receive an appropriate refund in respect of any pre-paid Subscription Fees paid in relation to the unexpired term of the Agreement, but the Supplier shall have no additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
    4. In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer under clause 15.2 to the extent that the alleged IP Claim is based on: (a) a modification of the Service by anyone other than the Supplier; or (b) the Customer’s use of the Service in a manner contrary to the instructions given to the Customer by the Supplier; or (c) the Customer’s use of the Service after notice of the alleged or actual infringement from the Supplier or any appropriate authority; or (d) any Customer Data or content or materials or instructions provided by the Customer.
    5. The foregoing  states the Customer’s sole and exclusive rights and remedies, and the Supplier’s (including the Supplier’s employees’, agents’ and sub-contractors’) entire obligations and liability, in respect of any IP Claim.
16. Limitation of liability
    1. Except as expressly and specifically provided in this Agreement: (a) the Customer assumes sole responsibility for results obtained from the use of the Service and for any Events it organises or attempts to deliver using the Service and for the success thereof and the Supplier shall have no liability for any problems or disruption experienced in relation to any Event; and (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and (c) the Service is provided to the Customer on an “as is” basis.
    2. Nothing in this Agreement excludes the liability of the Supplier: (a) for death or personal injury caused by the Supplier’s negligence; or (b) for fraud or fraudulent misrepresentation; or (c) for any other liability which may not be limited or excluded under applicable law.
    3. Subject to clause 16.1 and clause 16.2, the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement. 
    4. Subject to clause 16.1 and clause 16.2, the Supplier’s 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, in respect of liabilities arising in any Contract Year, be limited to an amount equal to the total Subscription Fees actually paid to the Supplier in respect of that Contract Year.
17. Term and Termination
    1. This Agreement shall, unless otherwise terminated as provided in this clause 17, commence on the Start Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a “Renewal Period“), unless: (a) either party notifies the other party of termination, in writing, at least fourteen (14) days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or (b) otherwise terminated in accordance with the provisions of this Agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term“.
    2. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if: (a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment; or (b) the other party commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so. 
    3. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if: (a) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; (b) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (c) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986; (d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (e) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership); (f) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver; (g) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; (h) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days; (i) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the preceding vents mentioned in this clause; (j) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
18. Post Termination
    1. On termination (or expiry) of this Agreement for any reason: (a) all rights and licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Service and Software; (b) each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party; (c) the Supplier may destroy or otherwise dispose of or delete from its systems any of the Customer Data in its possession unless the Supplier receives, no later than ten (10) days after the effective date of the termination of this Agreement, a written request for the delivery of a copy of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver a copy of the Customer Data to the Customer within thirty (30) days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in providing a copy of the Customer Data (if requested by the Customer); and (d) 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 this Agreement which existed at or before the date of termination shall not be affected or prejudiced.
19. Miscellaneous
    1. The Supplier shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications 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, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
    2. If there is an inconsistency between any of the provisions in the Order Form and in these Terms and Conditions, the provisions in the Order Form shall prevail.
    3. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    4. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by 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.
    5. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
    6. This Agreement 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. Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
    7. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
    8. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
    9. This Agreement does not confer any rights on any person or party (other than the parties to this Agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999.
    10. This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. Transmission of an executed counterpart of this Agreement by (a) fax or (b) email (in PDF, JPEG or other agreed format) shall take effect as the transmission of an executed “wet-ink” counterpart of this Agreement. No counterpart shall be effective until each party has provided to the other at least one executed counterpart.
    11. Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party’s email as set out in this Agreement. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission.
    12. This Agreement and any dispute or claim arising out of or in connection with it 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. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
    13. The Supplier may update these Terms and Conditions from time to time and updated copies of these Terms and Conditions shall be published at [INSERT URL]. Unless expressly agreed otherwise in wiring, the Agreement shall be governed by the version of these Terms and Conditions in force as at the Start Date for the duration of the Initial Subscription Agreement and shall be governed by the version of these Terms and Conditions in force on the first day of any Renewal Period for the duration of that Renewal Period. This is Version 1.0 of these Terms and Conditions issues on 12^th February 2021.

ANNEX 1 

DATA PROCESSING ADDENDUM

This Data Processing Addendum shall apply to the extent that the Supplier process any Personal Data on behalf of the Customer in providing the Service.

1. Definitions
   1. In this Data Processing Addendum, terms defined in the Agreement to which it is appended shall have the meaning given there and the following terms shall have the following meanings:

“Controller“, “Processor“, “Data Subject“, “Personal Data“, “Personal Data Breach“, “processing” and “appropriate technical and organisational” measures shall have the meaning given in the Data Protection Legislation.

“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (“UK GDPR“); the Data Protection Act 2018 (“DPA 2018“) (and regulations made thereunder)  and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

“Domestic Law” means the law of the United Kingdom or a part of the United Kingdom.

2. Data Protection Obligations 
   1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This Data Protection Addendum is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
   2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and the Supplier is the Processor. Section 3 of this Data Protection Addendum below sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of Personal Data and categories of Data Subject.
   3. Without prejudice to the generality of paragraph 2.1 of this Data Protection Addendum, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of this Agreement.
   4. Without prejudice to the generality of paragraph 2.1 of this Data Proteciton Addendum, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this Agreement:
      1. process that Personal Data only on the documented written instructions of the Customer unless the Supplier is required by Domestic Law to otherwise process that Personal Data. Where the Supplier is relying on Domestic Law as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits the Supplier from so notifying the Customer;
      2. ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
      3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
      4. not transfer any Personal Data outside of the UK or EEA unless the following conditions are fulfilled: (a) the Customer or the Supplier has provided appropriate safeguards in relation to the transfer; (b) the Data Subject has enforceable rights and effective legal remedies; (c) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and (d) the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
      5. assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      6. notify the Customer without undue delay on becoming aware of a Personal Data Breach;
      7. at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Agreement unless required by Domestic Law to store the Personal Data; and
      8. maintain complete and accurate records and information to demonstrate its compliance with this Data Protection Addendum and allow for audits by the Customer or the Customer’s designated auditor and promptly inform the Customer if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
   5. The Customer consents to the Supplier appointing third-party processors of Personal Data under this Agreement. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this Data Protection Addendum and in either case which the Supplier confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause.
3. Particulars of Processing, Personal Data and Data Subjects
   1. Scope: The Supplier is providing a Service to the Customer which enables the Customer to organise, administer and deliver online Events.
   2. Nature: In the course of providing the Service the Supplier may process Personal Data on behalf of the Customer. 
   3. Purpose of Processing: The Supplier shall process Personal Data on behalf of the Customer, solely for the purposes of providing the Service.
   4. Duration of the Processing: The processing shall continue for so long as is necessary for the Supplier to provide the Service. 
   5. Types of Personal Data: Names, contact details, log-in credentials of Data Subjects and information concerning their participation in Events.  

Categories of Data Subject: Personnel of the Customer and participants in Events organised by the Customer.